s-4

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o


(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act.

(2)	No further fee is payable pursuant to Rule 457(n) under the Securities Act.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where such offer, solicitation or sale is not permitted.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. General Dynamics Corporation has agreed that, for a period of 90 days after the expiration date of the exchange offer, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

As used in this prospectus, except as the context otherwise requires, the “Company,” “we,” “us” and “our” mean General Dynamics Corporation, “Guarantors” means American Overseas Marine Corporation, Bath Iron Works Corporation, Electric Boat Corporation, General Dynamics Advanced Technology Systems, Inc., General Dynamics Armament Systems, Inc., General Dynamics Defense Systems, Inc., General Dynamics Government Systems Corporation, General Dynamics Information Systems, Inc., General Dynamics Land Systems Inc., General Dynamics Ordnance and Tactical Systems, Inc., Gulfstream Aerospace Corporation, Material Service Resources Company and National Steel and Shipbuilding Company, and references to “General Dynamics” mean General Dynamics Corporation, together with our consolidated subsidiaries, including the Guarantors.

You should rely only on the information contained or incorporated by reference in this prospectus or provided in any amendments hereto. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus or any amendments hereto is accurate as of any date other than the date on the front of these documents.

This prospectus contains or incorporates by reference forward-looking statements, which are based on management’s expectations, estimates, projections and assumptions. Words such as “expects,” “anticipates,” “plans,” “believes,” “scheduled,” “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements, which include, but are not limited to, projections of revenues, earnings, segment performance, cash flows, contract awards, aircraft production, deliveries and backlog stability. Forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict. Therefore, actual future results and trends


	•	our successful execution of internal performance plans;

	•	general U.S. and international political and economic conditions;

	•	changing priorities or reductions in the U.S. government defense budget;

	•	termination of government contracts due to unilateral government action;

	•	changing customer demand or preferences for business aircraft;

	•	changes from our expectations with respect to customers’ exercise of business aircraft options, as well as reliance on contract performance by a small number of large fleet customers for a significant portion of the firm aircraft contracts backlog;

	•	performance issues with key suppliers and subcontractors;

	•	the status or outcome of legal and/or regulatory proceedings;

	•	the status or outcome of labor negotiations; and

	•	the timing and occurrence (or non-occurrence) of circumstances beyond our control.

Because these forward-looking statements involve risks and uncertainties, actual results may differ significantly from those predicted in these forward-looking statements. You are cautioned not to place undue reliance on such statements. These statements speak only as of the date of this document or, in the case of any amendment to this prospectus or document incorporated by reference, the date of that document. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are qualified by the cautionary statements in this section. We have no obligation to revise these forward-looking statements.

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). You may read and copy any document that we file at the Public Reference Room of the SEC at 450 Fifth Street, NW, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 800-SEC-0330. You may also inspect our filings at the regional offices of the SEC located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and Woolworth Building, 233 Broadway, New York, New York 10279 or over the Internet at the SEC’s website at http://www.sec.gov. Such material should also be available for inspection at the offices of The New York Stock Exchange, Inc. at 20 Broad Street, New York, New York 10005, the offices of The Chicago Stock Exchange, One Financial Place, 440 South LaSalle Street, Chicago, Illinois 60605 or the offices of the Pacific Exchange, 115 Sansome Street, San Francisco, CA 94104.

We “incorporate by reference” into this prospectus the information we file with the SEC, which means that we can disclose important information to you as part of this prospectus by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will be deemed to automatically update, and may modify or supersede, this information. We incorporate by reference into this prospectus the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), until the termination of the offering of the exchange notes:


	•	Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (as amended by Form 10-K/A filed on June 29, 2001).

	•	Quarterly Report on Form 10-Q for the quarterly period ended April 1, 2001.

	•	Quarterly Report on Form 10-Q for the quarterly period ended July 1, 2001.


	•	Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2001.

	•	Current Report on Form 8-K dated February 2, 2001.

	•	Current Report on Form 8-K dated April 24, 2001.

	•	Current Report on Form 8-K dated August 6, 2001.

	•	Current Report on Form 8-K dated September 7, 2001.

	•	Current Report on Form 8-K dated October 1, 2001.

You may request a copy of these filings at no cost, by writing or telephoning the office of:


	General Dynamics Corporation
	3190 Fairview Park Drive
	Falls Church, Virginia 22042-4523
	Attention: Corporate Secretary
	Telephone: (703) 876-3000

To obtain timely delivery of any of our filings, agreements or other documents, you must make your request to us no later than five business days before the expiration date of the exchange offer. The exchange offer will expire at 5:00 p.m., New York City time on , 2002. The exchange offer can be extended by us in our sole discretion. See “The Exchange Offer” for more information.

The following summary highlights information contained elsewhere in this prospectus. It may not contain all of the information that is important to you. For a more complete understanding of the exchange offer, we encourage you to read this entire prospectus and the documents we have referred you to which set forth important factors that could affect General Dynamics’ business, operations, prospects and financial results.

The Company is a Delaware corporation formed in 1952 as successor to the Electric Boat Company. General Dynamics’ primary businesses focus on shipbuilding and marine systems, business aviation, information systems and land and amphibious combat systems. Each of these businesses involves design, manufacturing and program management expertise, advanced technology and integration of complex systems. The primary customers for our businesses are the United States military, the armed forces of allied nations, other government organizations and a diverse base of corporate and industrial buyers.

General Dynamics operates in four primary business groups: Marine Systems, Aerospace, Information Systems and Technology, and Combat Systems.

Our principal executive offices are located at 3190 Fairview Park Drive, Falls Church, Virginia 22042, and our telephone number is (703) 876-3000.

On August 27, 2001, we completed the private offering of $500 million principal amount of Floating Rate Notes due 2004. As part of that offering, we entered into a registration rights agreement with the initial purchaser of the original notes in which we and the Guarantors agreed, among other things, to deliver to you this prospectus and to consummate an exchange offer within 270 days after the issuance of the original notes. Below is a summary of the exchange offer:


		in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes.

		Each participating broker-dealer that receives exchange notes for its own account pursuant to the exchange offer in exchange for outstanding notes that were acquired as a result of market-making or other trading activity must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. See “Plan of Distribution.”

		Any holder of outstanding notes who:

		• is an “affiliate” of ours,

		• does not acquire exchange notes in the ordinary course of its business, or

		• tenders in the exchange offer with the intention to participate, or for the purpose of participating, in a distribution of exchange notes,

		cannot rely on the position of the staff of the SEC contained in the no-action letters of Exxon Capital Holdings Corporation (available April 13, 1988) and Morgan Stanley & Co. Incorporated (available June 5, 1991) or similar no-action letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the exchange notes.

Expiration Date; Withdrawal of Tenders		The exchange offer will expire at 5:00 p.m., New York City time, on , 2002, or such later date and time to which we extend the expiration date. A tender of outstanding notes pursuant to the exchange offer may be withdrawn at any time before 5:00 p.m., New York City time on the expiration date. Any outstanding notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after the expiration or termination of the exchange offer.

Conditions to the Exchange Offer		The exchange offer is subject to customary conditions, which we may waive. Holders of outstanding notes will have specified rights against us under the registration rights agreement executed as part of the private offering of the original notes should we fail to complete the exchange offer. See “The Exchange Offer — Purpose and Effect of the Exchange Offer.”

Procedures for Tendering Outstanding Notes		If you wish to accept the exchange offer, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must also mail or otherwise deliver the letter of transmittal, or a facsimile of the letter of transmittal, together with the outstanding notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal. If you hold outstanding notes through The Depository Trust Company (“DTC”), and wish to participate in the exchange offer, you must


		comply with the Automated Tender Offer Program procedures of DTC, by which you will agree to be bound by the letter of transmittal. By signing, or agreeing to be bound by, the letter of transmittal you represent to us that, among other things:

		• any exchange notes that you receive will be acquired in the ordinary course of your business;

		• you have no arrangement or understanding with any person or entity to participate in a distribution of the exchange notes;

		• if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making activities, that you will deliver prospectus, as required by law, in connection with any resale of such exchange notes; and

		• you are not an “affiliate” of ours, as defined in Rule 405 of the Securities Act, or, if you are an affiliate, you will comply with any applicable registration and prospectus delivery requirements of the Securities Act.

Special Procedures for Beneficial Owners		If you are a beneficial owner of outstanding notes which are not registered in your name, and you wish to tender such outstanding notes in the exchange offer, you should contact the registered holder promptly and instruct such registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, before completing and executing the letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder.

Guaranteed Delivery Procedures		If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other documents required by the letter of transmittal or you cannot comply with the applicable procedures under DTC’s Automated Tender Offer Program prior to the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under “The Exchange Offer — Guaranteed Delivery Procedures.”

Effect on Holders of Outstanding Notes		As a result of the making and consummation of the exchange offer, we will fulfill a covenant contained in the registration rights agreement and, accordingly, there will be no increase in the interest rate on the outstanding notes under the circumstances described in the registration rights agreement. If you are a holder of outstanding notes and you do not tender your outstanding notes in the exchange offer, you will continue to be entitled to all the rights and limitations applicable to the outstanding notes in the indenture, except as noted above.

The form and terms of the exchange notes and the original notes are identical in all material respects, except that transfer restrictions and registration rights restrictions applicable to the original notes do not apply to the exchange notes. The exchange notes will evidence the same debt as the original notes and will be governed by the same indenture. Where we refer to “notes” in this document, we are referring to both outstanding notes and exchange notes.

You should consider carefully all of the information set forth in this prospectus and, in particular, you should evaluate the specific factors discussed under “Risk Factors.”

The following table presents summary selected historical financial data derived from the financial statements and other information of General Dynamics incorporated by reference in this prospectus for each of the periods presented. The following data should be read in conjunction with Management’s Discussion and Analysis of the Results of Operations and Financial Condition and the consolidated financial statements and related notes thereto contained in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2001 and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (the “Selected Financial Documents”), both incorporated by reference in this prospectus.

In addition to the information contained elsewhere in this prospectus, the following risk factors should be carefully considered in evaluating the exchange offer and an investment in the exchange notes. The following risk factors, other than “If you do not exchange your outstanding notes, they may be difficult to resell,” generally apply to the outstanding notes as well as the exchange notes.

Historically, a significant portion of our sales have been to the U.S. government and its agencies. In 2000, approximately 60% of our net sales were to the U.S. government, either as a prime contractor or as a subcontractor. Our U.S. government products and programs must compete with programs of other defense contractors. The funding of government programs is dependent on congressional appropriations and administrative allotment of funds, and may be affected by changes in U.S. government policies resulting from various military and political developments. In addition, funding for defense programs competes with nondefense spending of the U.S. government. A shift in government defense spending to other programs in which we are not involved or a reduction in U.S. government defense spending generally could have severe consequences on our revenue and earnings.

We act as a prime contractor or subcontractor for many different government programs. U.S. government defense contracts typically involve long lead times for design and development, and are subject to significant changes in contract scheduling. Congress generally appropriates funds on a fiscal year basis even though a program may continue for several years. Consequently, programs are often only partially funded initially, and additional funds are committed only as Congress makes further appropriations. The termination or reduction of funding for a government program would result in a loss of anticipated future revenues attributable to that program.

Generally, government contracts are subject to oversight audits by government representatives and contain provisions permitting termination, in whole or in part, at the government’s convenience or for default. If a contract is terminated at the convenience of the U.S. government, a contractor is entitled to receive payments for its allowable costs and, in general, the proportionate share of fees or earnings for the work done. Contracts which are terminated for default generally provide that the government only pays for the work it has accepted and may require the contractor to pay for the incremental cost of reprocurement and may hold the contractor liable for damages. As the majority of our revenues are dependent on the procurement, performance and payment under our government contracts, the termination of one or more critical government contracts could have a negative impact on our results of operation and financial condition.

Our government business is also subject to specific procurement regulations. Failure to comply with these regulations and requirements could lead to suspension or debarment, for cause, from government contracting or subcontracting for a period of time.

The future success of our Aerospace Group is dependent on a number of factors, some of which are beyond our control. These factors include general economic conditions, price and demand pressures in the market, our ability to continue to achieve efficiencies necessary to realize expected profit rates, and our ability to meet planned timetables for the development, certification, and delivery of new product offerings.

Virtually all of the products produced and sold by General Dynamics are highly engineered and require sophisticated manufacturing and system integration techniques and capabilities. The product and program

needs of our government and commercial customers regularly change and evolve. There is no assurance that we will continuously have at our disposal the engineering, technical and manufacturing capabilities necessary to meet these evolving needs.

If you do not exchange your outstanding notes, they may be difficult to resell.

As outstanding notes are tendered and accepted in the exchange offer, the trading market for the remaining untendered or tendered but not accepted outstanding notes will be adversely affected. We anticipate that most holders of the outstanding notes will elect to exchange the outstanding notes for exchange notes due to the general absence of restrictions on the resale of exchange notes under the Securities Act. Therefore, we anticipate that the liquidity of the market for any outstanding notes remaining after the consummation of the exchange offer will be substantially limited.

The restrictions on transfer of your outstanding notes arise because we issued the outstanding notes pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the outstanding notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold pursuant to an exemption from these requirements. If you do not tender your outstanding notes, or if your outstanding notes are not accepted for exchange, generally you will have no further right to require us to register your outstanding notes after the exchange offer. Except in connection with this exchange offer, we do not presently intend to register the outstanding notes under the Securities Act.

There is no established trading market for the exchange notes and any market for the exchange notes may be illiquid.

The exchange notes will constitute a new issue of securities, with no established trading market. A market may not develop, and you may not be able to resell your exchange notes. Future trading prices of the exchange notes will depend on many factors, including, among other things, prevailing interest rates, our operating results and the market for similar securities.

The subsidiary guarantees raise fraudulent transfer issues, which could impair the enforceability of the subsidiary guarantees.

Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws, a court could subordinate or void any guarantee if it is found that the guarantee was incurred with actual intent to hinder, delay or defraud creditors or the guarantor did not receive fair consideration or reasonably equivalent value for the guarantee and the guarantor was:


	•	insolvent or rendered insolvent because of the guarantee;

	•	engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or

	•	intended to incur, or believed that it would incur, debts beyond its ability to pay at maturity.

If a court voided a guarantee as a result of fraudulent conveyance, or held it unenforceable for any other reason, you would cease to have a claim against such Guarantor and would be solely creditors of the Company or any other Guarantors.

Because we are a holding company, we depend on the ability of our subsidiaries to provide us with cash, in the form of dividends, intercompany credits, loans or otherwise, to meet our debt service obligations, including our obligations under the exchange notes. These subsidiaries are separate and distinct legal entities, and dividends, loans or other distributions to us from our subsidiaries may be subject to future contractual or other restrictions, and will depend upon the results of operations of those subsidiaries and may be subject to

other business considerations. Although the exchange notes are guaranteed by the Guarantors, if such guarantees were voided or held unenforceable, the Guarantors would have no obligation to pay any amounts due on the exchange notes or to make any funds available.

We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of outstanding notes, the terms of which are identical in all material respects to the exchange notes. The outstanding notes surrendered in exchange for the exchange notes will be retired and cancelled and cannot be reissued. Accordingly, issuance of the exchange notes will not result in any change in our capitalization.

The following table sets forth the ratio of earnings to fixed charges for each of the periods presented. We base these ratios on the historical consolidated financial statements of General Dynamics contained in the Selected Financial Documents incorporated by reference in this prospectus.

For the purpose of computing the ratio of earnings to fixed charges, earnings consist of pretax income, adjusted to add back fixed charges, and fixed charges consist of pretax interest on all indebtedness, an estimate of interest on rental expense and amortization of debt discount.

The following table sets forth the capitalization of General Dynamics at September 30, 2001 on a historical basis. You should read this table in conjunction with “Selected Financial Data” included elsewhere in this prospectus and the financial statements and the related notes contained in the Selected Financial Documents incorporated by reference in this prospectus.

The following table presents selected historical financial data derived from the financial statements and other information of General Dynamics incorporated by reference in this prospectus for each of the periods presented. The following data should be read in conjunction with Management’s Discussion and Analysis of the Results of Operations and Financial Condition and the consolidated financial statements and related notes thereto contained in the Selected Financial Documents incorporated by reference in this prospectus.

The outstanding notes are, and the exchange notes will be, fully and unconditionally guaranteed on an unsecured, joint and several basis by certain wholly-owned subsidiaries of the Company (the “Guarantors”). The following condensed consolidating financial statements illustrate the composition of the Company, the Guarantors on a combined basis (each Guarantor together with its majority owned subsidiaries) and all other subsidiaries on a combined basis as of September 30, 2001, December 31, 2000 and 1999 for the balance sheet, as well as the statement of earnings and cash flows for the nine months ended September 30, 2001 and October 1, 2000, and for each of the three years ended December 31, 2000, 1999 and 1998.

General Dynamics operates in four primary business groups: Marine Systems, Aerospace, Information Systems and Technology, and Combat Systems.


	Marine Systems. Marine Systems is a leading supplier of combat vessels, including nuclear submarines, surface combatants and auxiliary ships. Marine Systems has the broadest range of integration, design, engineering and production skills in naval shipbuilding. It also supplies niche commercial shipbuilding markets and manages 23 ready-reserve, fast sealift and prepositioning ships for the U.S. government. Marine Systems includes our Electric Boat Corporation, Bath Iron Works Corporation, National Steel and Shipbuilding Company and American Overseas Marine Corporation subsidiaries.

	Aerospace. Aerospace is the leading designer, developer, manufacturer and marketer of technologically advanced intercontinental business jet aircraft, and a major provider of maintenance and refurbishment services for a wide variety of business jets. The Aerospace group is comprised of Gulfstream Aerospace Corporation and General Dynamics Aviation Services. Gulfstream has produced approximately 1,230 aircraft for customers around the world and offers a range of aircraft products and services. Gulfstream’s primary products are the Gulfstream IV-SP, which serves the large-cabin business jet aircraft market, the Gulfstream V, which serves the ultra-long range market, and the Gulfstream V-SP, which will serve the ultra-long range market and begin customer delivery in 2003. Gulfstream introduced the mid-size Gulfstream 100 and the super mid-size Gulfstream 200 (previously the Astra SPX and Galaxy aircraft, respectively) upon the completion of its acquisition of the assets of Galaxy Aerospace Company, LP in June 2001.

	Information Systems and Technology. The Information Systems and Technology group provides defense and commercial customers with infrastructure and systems integration skills required to process, communicate and manage information effectively. The group has market-leading positions in the design, deployment and maintenance of wireline and wireless voice and data networks; command, control and communications systems; telecommunications system security; encryption; fiber optics; intelligence systems; computing hardware; and lifecycle management and support. The Information Systems and Technology group is pursuing new opportunities in networks and C4ISR systems for defense customers, as well as selected opportunities in the international and commercial markets.

	Combat Systems. Combat Systems is a leading supplier of land and amphibious combat system development, production and support. Its product line includes a full spectrum of armored vehicles, suspensions, engines, transmissions, medium caliber guns, ammunition handling systems, turrets and turret drive systems, reactive armor and ordnance. Combat Systems includes our Land Systems, Armament Systems, Ordnance and Tactical Systems (formerly Primex Technologies, Inc. which was acquired in January 2001) and Santa Barbara de Industrias Sistemas, S.A. (which was formed in July 2001 upon the acquisition of Empresa Nacional Santa Barbara de Industrias Militaires, S.A. and Santa Barbara Blindados, S.A.) subsidiaries.

We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal (which together constitute the exchange offer), to exchange up to $500 million aggregate principal amount of exchange notes for a like aggregate principal amount of outstanding notes, properly tendered on or prior to the expiration date and not properly withdrawn. As used in this prospectus, the term “expiration date” means 5:00 p.m., New York City time, on , 2002. However, if we, in our sole discretion, have extended the period of time for which the exchange offer is open, the term “expiration date” means the latest time and date to which we extend the exchange offer. The exchange offer is being made with respect to all of the outstanding notes.

As of the date of this prospectus, the aggregate principal amount of the outstanding notes is $500 million. This prospectus, together with the letter of transmittal, is first being sent on or about , 2002, to all registered holders of outstanding notes. Our obligation to accept outstanding notes for exchange is subject to certain conditions set forth under “— Certain Conditions to the Exchange Offer” below. We currently expect that each of the conditions will be satisfied and that no waivers will be necessary.

We originally sold the outstanding notes to the initial purchaser under the terms of a purchase agreement dated August 22, 2001. The initial purchaser subsequently resold the notes to qualified institutional buyers in reliance on Rule 144A and Regulation S under the Securities Act.

In connection with the issuance and sale of the outstanding notes, we entered into a registration rights agreement with the initial purchaser of the outstanding notes in which we and the Guarantors agreed to use our reasonable best efforts to:


	•	within 150 days after the date of original issuance of the outstanding notes, file a registration statement with the SEC with respect to an offer to exchange the outstanding notes for other notes issued by us having terms identical in all material respects to the outstanding notes (except that such notes will not contain terms with respect to transfer restrictions or registration rights) that would be registered under the Securities Act;

	•	cause the registration statement to be declared effective under the Securities Act within 240 days after the date of the original issuance of the outstanding notes;

	•	unless the exchange offer would not be permitted by applicable law or staff interpretation of the SEC, consummate the exchange offer and issue, within 270 days after the date of the original issuance of the outstanding notes, exchange notes in exchange for all outstanding notes tendered before the expiration date; and

	•	keep the exchange offer open for not less than 30 days (or longer if required by applicable law) after the date on which notice of the exchange offer is mailed to the holders of the outstanding notes.

For each outstanding note tendered to us in the exchange offer, we will issue to the holder of such note an exchange note of the same series having a principal amount equal to that of the surrendered note. Interest on each exchange note will accrue from the last interest payment date on which interest was paid on the outstanding note surrendered in exchange therefor.

If, upon consummation of the exchange offer, the initial purchaser holds outstanding notes acquired by it as part of its initial distribution, we, simultaneously with the delivery of the exchange notes, will issue and deliver to the initial purchaser, in exchange for the outstanding notes held by the initial purchaser, a like principal amount of notes (“private exchange notes”), which are identical in all material respects to the outstanding notes.


	•	any change in law or in applicable interpretations of the staff of the SEC do not permit us to effect such an exchange offer; or

	•	for any other reason we do not consummate the exchange offer within 270 days after the original issuance of the outstanding notes; or

	•	the initial purchaser so requests with respect to outstanding notes (or private exchange notes) that are not eligible to be exchanged for exchange notes in the exchange offer and held by it following consummation of the exchange offer; or

	•	certain holders notify us that they are not eligible to participate in the exchange offer or did not receive freely tradable exchange notes (or private exchange notes) on the date of the exchange;

then, we will, subject to certain exceptions, use our reasonable best efforts to:


	•	promptly file a shelf registration statement covering resales of the outstanding notes or the exchange notes, as the case may be;

	•	cause the shelf registration statement to be declared effective under the Securities Act; and

	•	keep the shelf registration statement effective until the earliest of (a) the time when the outstanding notes covered by the shelf registration statement are no longer restricted securities under Rule 144 of the Securities Act, (b) two years from the effective date of the shelf registration statement (subject to extension under limited circumstances) and (c) the date on which all outstanding notes registered thereunder are disposed of in accordance therewith.

We will, if a shelf registration statement is filed, among other things, provide to each holder of outstanding notes for whom such shelf registration statement was filed copies of the prospectus which is a part of the shelf registration statement, notify each such holder when the shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the outstanding notes or the exchange notes, as the case may be, under the shelf registration statement. A holder selling outstanding notes or exchange notes pursuant to the shelf registration statement generally will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such holder (including certain indemnification obligations). Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities must deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”

We will pay additional cash interest on the applicable outstanding notes and exchange notes, subject to certain exceptions:


	•	if we fail to file a registration statement with the SEC on or prior to January 24, 2002;

	•	if the registration statement is not declared effective by the SEC on or prior to April 24, 2002;

	•	if the exchange offer is not consummated on or before May 24, 2002; or

	•	if the registration statement is declared effective but thereafter ceases to be effective or usable (subject to certain exceptions) (each such event described in the preceding clauses is referred to herein as a “registration default”);

from and including the date on which any such registration default shall occur to but excluding the date on which all registration defaults have been cured.

The annual rate of the additional interest will be 0.125% for the first 90-day period immediately following the occurrence of a registration default, and such annual rate will increase by an additional 0.125% with respect to the subsequent 90-day period until all registration defaults have been cured, up to a maximum

additional interest rate of 0.25%. We will pay such additional interest on each regular interest payment date. Such additional interest will be in addition to any other interest payable from time to time with respect to the outstanding notes, the exchange notes and the private exchange notes.

Under existing SEC interpretations, we believe that the exchange notes will be freely transferable by holders after the exchange offer without further registration under the Securities Act if the holder of the exchange notes represents to us in the exchange offer that:


	•	it is acquiring the exchange notes in the ordinary course of its business;

	•	at the time of commencement of the exchange offer, it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes; and

	•	it is not an “affiliate” of ours, as defined in Rule 405 under the Securities Act;

provided, however, that broker-dealers receiving exchange notes in the exchange offer will have a prospectus delivery requirement with respect to resales of such exchange notes. The SEC has taken the position that broker-dealers may fulfill their prospectus delivery requirements with respect to the exchange notes (other than a resale of an unsold allotment from the original sale of the notes) by delivering this prospectus.

Under the registration rights agreement, we are required to allow broker-dealers and other persons, if any, with similar prospectus delivery requirements to use this prospectus in connection with the resale of such exchange notes for 90 days following the effective date of this registration statement. We shall use our reasonable best efforts to keep this registration statement effective and to amend and supplement this prospectus during the aforementioned 90-day period, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act.


	•	is an affiliate of ours, as defined in Rule 405 under the Securities Act,

	•	does not acquire exchange notes in the ordinary course of its business, or

	•	tenders in the exchange offer with the intention to participate, or for the purpose of participating, in a distribution (within the meaning of the Securities Act) of exchange notes,

cannot rely on the position of the staff of the SEC contained in the no-action letters of Exxon Capital Holdings Corporation (available April 13, 1988) and Morgan Stanley & Co. Incorporated (available June 5, 1991) or similar no-action letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the exchange notes.

Upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, we will accept all outstanding notes validly tendered and not withdrawn before the expiration date. We will issue $1,000 principal amount of exchange notes for each $1,000 principal amount of outstanding notes accepted in the exchange offer. Holders may tender some or all of their outstanding notes in the exchange offer in integral multiples of $1,000.

The form and terms of the exchange notes will be substantially identical to the form and terms of the outstanding notes except the exchange notes will be registered under the Securities Act and will not bear legends restricting their transfer. The exchange notes will evidence the same debt as the outstanding notes. The exchange notes will be issued under and entitled to the benefits of the same indenture that authorized the issuance of the outstanding notes. Consequently, both series will be treated as a single class of debt securities under the indenture. For a description of the indenture, see “Description of the Exchange Notes and Guarantees” below.

The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange.

As of the date of this prospectus, the aggregate principal amount of the outstanding notes is $500 million. This prospectus and the letter of transmittal are being sent to all registered holders of outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offer.

We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC. Outstanding notes that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the indenture relating to the outstanding notes and under the registration rights agreement.

We will be deemed to have accepted for exchange properly tendered outstanding notes when we have given oral or written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering the exchange notes to such holders. Subject to the terms of the registration rights agreement, we expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions specified below under the caption “— Certain Conditions to the Exchange Offer.”

Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. It is important that you read the section captioned “Fees and Expenses” below for more details regarding fees and expenses incurred in the exchange offer.

The exchange offer will expire at 5:00 p.m., New York City time on , 2002, unless we, in our sole discretion, extend it.

In order to extend the exchange offer, we will notify the exchange agent orally or in writing of any extension. We will notify the registered holders of outstanding notes of the extension no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date. During any such extensions, all outstanding notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange.


	•	to delay accepting for exchange any outstanding notes;

	•	to extend the exchange offer or to terminate the exchange offer and to refuse to accept outstanding notes not previously accepted if any of the conditions set forth below under “— Certain Conditions to the Exchange Offer,” have not been satisfied, by giving oral or written notice of such delay, extension or termination to the exchange agent; or

	•	subject to the terms of the registration rights agreement, to amend the terms of the exchange offer in any manner.

Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice thereof to the registered holders of outstanding notes. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly disclose such amendment in a manner reasonably calculated to inform the holders of outstanding notes of such amendment.

Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of the exchange offer, we shall have no obligation to

Despite any other term of the exchange offer, we will not be required to accept for exchange, or exchange any exchange notes for, any outstanding notes, and we may terminate the exchange offer as provided in this prospectus before accepting any outstanding notes for exchange if in our reasonable judgment:


	•	the exchange notes to be received will not be tradeable by the holder, without restriction under the Securities Act, the Exchange Act and without material restrictions under the blue sky or securities laws of substantially all of the states of the United States;

	•	the exchange offer, or the making of any exchange by a holder of outstanding notes, would violate applicable law or any applicable interpretation of the staff of the SEC; or

	•	any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer.

In addition, we will not be obligated to accept for exchange the outstanding notes of any holder who has not made:


	•	the representations described under “— Purpose and Effect of the Exchange Offer,” “— Procedures for Tendering” and “Plan of Distribution;” and

	•	such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to us an appropriate form for registration of the exchange notes under the Securities Act.

We will return any outstanding notes that we do not accept for exchange for any reason without expense to their tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

We expressly reserve the right to amend or terminate the exchange offer, and to reject for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified above. We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the outstanding notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

These conditions are for our benefit and we may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times.

In addition, we will not accept for exchange any outstanding notes tendered, and will not issue exchange notes in exchange for any such outstanding notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

Only a holder of outstanding notes may tender such outstanding notes in the exchange offer. To tender in the exchange offer, a holder must:


	•	complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; and transmit such letter of transmittal to the exchange agent before the expiration date; or

	•	comply with our Automated Tender Offer Program procedures described below.


	•	the exchange agent must receive such outstanding notes along with the letter of transmittal; or

	•	the exchange agent must receive, before the expiration date, a timely confirmation of book-entry transfer of such outstanding notes into the exchange agent’s account at DTC according to the procedure for book-entry transfer described below or a properly transmitted agent’s message; or

	•	the holder must comply with the guaranteed delivery procedures described below.

To be tendered effectively, the exchange agent must receive any physical delivery of the letter of transmittal and other required documents at the address set forth below under “— Exchange Agent” before the expiration date.

The tender of outstanding notes by a holder that is not withdrawn before the expiration date will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

The method of delivery of outstanding notes, the letter of transmittal and all other required documents to the exchange agent is at the holder’s election and risk. Rather than mail these items, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before the expiration date. Holders should not send the letter of transmittal or outstanding notes to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or other nominees to effect the above transactions for them.

Any beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct it to tender on the owner’s behalf. If such beneficial owner wishes to tender on its own behalf, it must, before completing and executing the letter of transmittal and delivering its outstanding notes, either:


	•	make appropriate arrangements to register ownership of the outstanding notes in such owner’s name; or

	•	obtain a properly completed bond power from the registered holder of such outstanding notes.

The transfer of registered ownership may take considerable time and may not be completed before the expiration date.

Signatures on a letter of transmittal or a notice of withdrawal described below must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another eligible guarantor institution within the meaning of Rule 17Ad-15 under the Exchange Act, unless the outstanding notes tendered pursuant thereto are tendered:


	•	by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

	•	for the account of an eligible guarantor institution.

If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed on the outstanding notes, such outstanding notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the outstanding notes and an eligible guarantor institution must guarantee the signature on the bond power.

If the letter of transmittal or any outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing. Unless waived by us, they should also submit evidence satisfactory to us of their authority to deliver the letter of transmittal.

The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s Automated Tender Offer Program to tender. Participants in the program may, instead

of physically completing and signing the letter of transmittal and delivering it to the exchange agent, transmit their acceptance of the exchange offer electronically. They may do so by causing DTC to transfer the outstanding notes to the exchange agent in accordance with its procedures for transfer. DTC will then send an agent’s message to the exchange agent. The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, to the effect that:


	•	DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding notes that are the subject of such book-entry confirmation;

	•	such participant has received and agrees to be bound by the terms of the letter of transmittal, or, in the case of an agent’s message relating to guaranteed delivery, that such participant has received and agrees to be bound by the applicable notice of guaranteed delivery; and

	•	the agreement may be enforced against such participant.

We will determine in our sole discretion all questions as to the validity, form, eligibility (including time of receipt), acceptance of tendered outstanding notes and withdrawal of tendered outstanding notes. Our determination will be final and binding. We reserve the absolute right to reject any outstanding notes not properly tendered or any outstanding notes the acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular outstanding notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of outstanding notes neither we, the exchange agent nor any other person will incur any liability for failure to give such notification. Tenders of outstanding notes will not be deemed made until such defects or irregularities have been cured or waived. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the exchange agent without cost to the tendering holder, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

In all cases, we will issue exchange notes for outstanding notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:


	•	outstanding notes or a timely book-entry confirmation of such outstanding notes into the exchange agent’s account at DTC; and

	•	a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

By signing the letter of transmittal, each tendering holder of outstanding notes will represent to us that, among other things:


	•	any exchange notes that the holder receives will be acquired in the ordinary course of its business;

	•	the holder has no arrangement or understanding with any person or entity to participate in the distribution of the exchange notes;

	•	if the holder is not a broker-dealer, that it is not engaged in and does not intend to engage in the distribution of the exchange notes;

	•	if the holder is a broker-dealer that will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making activities or other trading activities, that it will deliver a prospectus, as required by law, in connection with any resale of such exchange notes (see “Plan of Distribution”); and

	•	the holder is not an “affiliate” of ours, as defined in Rule 405 under the Securities Act, or, if the holder is an affiliate, it will comply with any applicable registration and prospectus delivery requirements of the Securities Act.

The exchange agent will make a request to establish an account with respect to the outstanding notes at DTC for purposes of the exchange offer promptly after the date of this prospectus; and any financial institution participating in DTC’s system may make book-entry delivery of outstanding notes by causing DTC to transfer such outstanding notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. Holders of outstanding notes who are unable to deliver confirmation of the book-entry tender of their outstanding notes into the exchange agent’s account at DTC or all other documents required by the letter of transmittal to the exchange agent on or before the expiration date must tender their outstanding notes according to the guaranteed delivery procedures described below.

Holders wishing to tender their outstanding notes but whose outstanding notes are not immediately available or who cannot deliver their outstanding notes, the letter of transmittal or any other required documents to the exchange agent or comply with the applicable procedures under DTC’s Automated Tender Offer Program prior to the expiration date may tender if:


	•	the tender is made through an eligible guarantor institution;

	•	before the expiration date, the exchange agent receives from such eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery (by facsimile transmission, mail or hand delivery) or a properly transmitted agent’s message and notice of guaranteed delivery:


	•	setting forth the name and address of the holder, the registered number(s) of such outstanding notes and the principal amount of outstanding notes tendered;

	•	stating that the tender is being made thereby;

	•	guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or a facsimile of the letter of transmittal, together with the outstanding notes or a book-entry confirmation, and any other documents required by the letter of transmittal will be deposited by the eligible guarantor institution with the exchange agent; and

	•	the exchange agent receives such properly completed and executed letter of transmittal, or a facsimile of the letter of transmittal, as well as all tendered outstanding notes in proper form for transfer or a book-entry confirmation, and all other documents required by the letter of transmittal, within three New York Stock Exchange trading days after the expiration date.

Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their outstanding notes according to the guaranteed delivery procedures set forth above.

Except as otherwise provided in this prospectus, holders of outstanding notes may withdraw their tenders at any time prior to the expiration date.


	•	the exchange agent must receive a written notice, which may be by facsimile transmission, mail or hand delivery, of withdrawal at one of the addresses set forth below under “— Exchange Agent;” or

	•	holders must comply with the appropriate procedures of DTC’s Automated Tender Offer Program system.


	•	specify the name of the person who tendered the outstanding notes to be withdrawn;

	•	identify the outstanding notes to be withdrawn (including the principal amount of such outstanding notes); and


	•	where certificates for outstanding notes have been transmitted, specify the name in which such outstanding notes were registered, if different from that of the withdrawing holder.

If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, the withdrawing holder must also submit:


	•	the serial numbers of the particular certificates to be withdrawn; and

	•	a signed notice of withdrawal with signatures guaranteed by an eligible guarantor institution unless such holder is an eligible guarantor institution.

If outstanding notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of such facility. We will determine all questions as to the validity, form and eligibility, including time of receipt, of such notices, and our determination shall be final and binding on all parties. We will deem any outstanding notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer. Any outstanding notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder without cost to the holder, or, in the case of outstanding notes tendered by book-entry transfer into the exchange agent’s account at DTC according to the procedures described above, such outstanding notes will be credited to an account maintained with DTC for outstanding notes, as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following one of the procedures described under “— Procedures for Tendering” above at any time on or before the expiration date.

The Bank of New York has been appointed as the exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for the notice of guaranteed delivery to the exchange agent at one of the addresses set forth below:

Any requests or deliveries to an address or facsimile number other than as forth above will not constitute a valid delivery.

We will bear the expenses of soliciting tenders. The solicitation is being made principally by mail; however, we may make additional solicitations by telegraph, telephone or in person by our officers and regular employees and those of our affiliates.

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to broker-dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for services and reimburse it for its related reasonable out-of-pocket expenses.

We will pay the cash expenses to be incurred in connection with the exchange offer, including SEC registration fees, fees and expenses of the exchange agent and trustee, accounting and legal fees, and printing and mailing costs.

We will pay all transfer taxes, if any, applicable to the exchange of outstanding notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes (whether imposed on the registered holder or any other person) if:


	•	certificates representing outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of outstanding notes tendered;

	•	tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal; or

	•	a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offer.

If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

Holders of outstanding notes who do not exchange their outstanding notes for exchange notes under the exchange offer will remain subject to the restrictions on transfer of such outstanding notes:


	•	as set forth in the legend printed on the notes as a consequence of the issuance of the outstanding notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

	•	otherwise set forth in the offering memorandum distributed in connection with the private offering of the outstanding notes.

In general, you may not offer or sell the outstanding notes unless they are registered under the Securities Act or the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Completion of the exchange offer will satisfy most of our obligations under the registration rights agreement, and we do not intend to register resales of the outstanding notes under the Securities Act. Based on interpretations of the SEC staff, exchange notes issued pursuant to the exchange offer may be offered for resale, resold or otherwise transferred by their holders, subject to the limitations discussed under “— Resale of the Exchange Notes” and “Plan of Distribution.”

We will record the exchange notes in our accounting records at the same carrying value as the outstanding notes, which is the aggregate principal amount as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offer. Expenses of the exchange offer will be capitalized and amortized over the term of the exchange notes.

Participation in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered outstanding notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any outstanding notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered outstanding notes.

The outstanding notes were issued, and the exchange notes will be issued, under an indenture dated as of August 27, 2001, as supplemented by the first supplemental indenture thereto dated as of August 27, 2001, among us, the Guarantors and The Bank of New York, as trustee (together, the “indenture”). The following summary of the material terms of the indenture does not purport to be complete and is qualified in its entirety by reference to the provisions of the indenture, including the definitions of certain terms contained therein, and those terms made part of the indenture by reference to the Trust Indenture Act. Capitalized terms used herein, unless otherwise defined in the following discussion, are defined below under “— Certain Definitions.” You may obtain a copy of the indenture from us upon request. See “Where You Can Find More Information” in this prospectus. Additionally, the indenture is filed as an exhibit to this registration statement that includes this prospectus.

The exchange notes will be issued only in registered form, without coupons, in denominations of $1,000 and integral multiples of $1,000. The exchange notes will be unsecured senior obligations of the Company and, as such, will rank pari passu in right of payment with all other existing and future senior indebtedness of the Company and senior in right of payment to all existing and future subordinated indebtedness of the Company. The exchange notes will be guaranteed by each of the Guarantors, which guarantees will rank pari passu in right of payment with each other and all other existing and future senior indebtedness of such Guarantors.


	•	Title: Floating Rate Notes due 2004.

	•	Maturity date: September 1, 2004.

	•	Interest rate: Three-month LIBOR + 0.22% per annum.

	•	Date interest starts accruing: Interest on the exchange notes will accrue from the most recent date to which interest has been paid or duly provided for (as the case may be) on the outstanding notes (interest started accruing on the outstanding notes on August 27, 2001 and interest payments on the outstanding notes were made on December 1, 2001 and , 2002, and accordingly interest on the exchange notes will start accruing as of , 2002).

	•	Interest payment dates: December 1, March 1, June 1 and September 1.

	•	First interest payment date on the exchange notes: June 1, 2002.

	•	Regular record dates for interest: November 15, February 15, May 15 and August 15.

	•	Computation of interest: Interest will be computed on the basis of the actual number of days in the Interest Period and a 360-day year.


	•	Form of notes: The exchange notes will be in the form of one or more global notes that we will deposit with or on behalf of DTC.

	•	Sinking fund: The exchange notes will not be subject to any sinking fund.

	•	Status: The exchange notes will constitute a series of our unsecured senior debt securities.

	•	Guarantees: The exchange notes will be fully and unconditionally guaranteed on a senior basis by the Guarantors.

The rate of interest payable from time to time in respect of the exchange notes, which we refer to as the “Rate of Interest,” will be a floating rate, subject to adjustment on a quarterly basis and determined by reference to LIBOR for three-month U.S. dollar deposits, determined as described below, plus 0.22% per annum. All percentages resulting from any calculation on the exchange notes will be rounded to the nearest one one-hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards. For example, 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655), and all dollar amounts used in or resulting from such calculation on the exchange notes will be rounded to the nearest cent, with one-half cent being rounded upward.

(1) At approximately 11:00 a.m. (London time) on the second day on which commercial banks are open for business, including dealings in deposits in U.S. dollars in London (or, for purposes of paragraph (3) below, New York), prior to the commencement of the Interest Period (as defined below) for which such rate will apply (each such day, an “Interest Determination Date”), The Bank of New York, as the calculation agent or its successors in this capacity (the “Calculation Agent”), will calculate the rate of interest for such Interest Period at, subject to the provisions described below, the rate per annum equal to 0.22% above the rate appearing on the Bridge’s Telerate Page 3750 (or such other page as may replace that page on Bridge’s Telerate Service or, if such service is not available, such other service as may be selected by the Calculation Agent as the information vendor for the purpose of displaying the Official British Bankers Association LIBOR Fixing) for three-month U.S. dollar deposits in the London inter-bank market on such Interest Determination Date. “Interest Period” means the period beginning on, and including, the most recent date to which interest has been paid or duly provided for (as the case may be) on the outstanding notes, and ending on, but excluding, the first interest payment date for the exchange notes and each successive period beginning on, and including, an interest payment date for the exchange notes and ending on, but excluding, the next succeeding interest payment date for the exchange notes.

(2) If on any Interest Determination Date an appropriate rate cannot be determined from Bridge’s Telerate Service or such other service as specified in (1) above, the Rate of Interest for the next Interest Period shall, subject to the provisions described below, be the rate per annum that the Calculation Agent certifies to be 0.22% per annum above the arithmetic mean of the offered quotations, as communicated to and at the request of the Calculation Agent by not less than two major banks in London after requesting such quotations from not less than four major banks in London selected by the Calculation Agent (the “Reference Banks,” which term shall include any successors nominated by the Calculation Agent), to leading banks in London by the principal London offices of the Reference Banks for three-month U.S. dollar deposits in amounts of not less than $1.0 million in the London inter-bank market as of 11:00 a.m. (London time) on such Interest Determination Date.

(3) If on any Interest Determination Date fewer than two of such offered rates are available, the Rate of Interest for the next Interest Period shall be the Reserve Interest Rate. The “Reserve Interest Rate” refers to the rate per annum which the Calculation Agent determines to be 0.22% per annum above either:

(a) The arithmetic mean of the U.S. dollar offered rates which at least two New York City banks selected by the Calculation Agent are or were quoting, on the relevant Interest Determination Date, for three-month deposits in amounts of not less than $1.0 million to the Reference Banks or those of them (being at least two in number) to which such quotations are or were, in the opinion of the Calculation Agent, being so made, or


	(b) In the event that the Calculation Agent can determine no such arithmetic mean, the arithmetic mean of the U.S. dollar offered rates which at least two New York City banks selected by the Calculation Agent are or were quoting on such Interest Determination Date to leading European banks for a period of three months in amounts of not less than $1.0 million;

provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as mentioned above, the Rate of Interest shall be the Rate of Interest in effect for the last preceding Interest Period to which (1) or (2) above shall have applied.

Determination of Rate of Interest and Calculation of Interest Amount. The Calculation Agent shall, as soon as practicable after 11:00 a.m. (London time) on each Interest Determination Date, determine the Rate of Interest and calculate the amount of interest payable in respect of the following Interest Period (the “Interest Amount”). The Interest Amount shall be calculated by applying the Rate of Interest to the principal amount of each exchange note outstanding at the commencement of the Interest Period, multiplying each such amount by the actual number of days in the Interest Period concerned (which actual number of days shall include the first day but exclude the last day of such Interest Period) divided by 360 and rounding the resultant figure upwards to the nearest cent. The determination of the Rate of Interest and the Interest Amount by the Calculation Agent shall, in the absence of willful misconduct, bad faith or gross negligence, be final and binding on all parties. In no event will the rate of interest on the exchange notes be higher than the maximum rate permitted by New York law, as the same may be modified by United States law of general application.

Calculation Agent. We shall provide that, so long as any of the exchange notes remain outstanding, there shall at all times be a Calculation Agent with respect to such exchange notes. In the event of the Calculation Agent being unable or unwilling to continue to act as the Calculation Agent or in the case of the Calculation Agent failing duly to establish the Rate of Interest for any Interest Period, the Company shall appoint another leading bank engaged in the London inter-bank market to act as such in its place. The Calculation Agent may not resign its duties without a successor having been appointed.

Certificates to be Final. All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions relating to the payment and calculation of interest on the exchange notes, whether by the Reference Banks, or any of them, or the Calculation Agent, shall, in the absence of willful misconduct, bad faith or gross negligence, be binding on the Company, the Calculation Agent and all of the holders and no liability shall, in the absence of willful misconduct, bad faith or gross negligence, attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions.

We may, at our option, redeem the exchange notes, in whole or in part, at any time after September 1, 2002 and prior to the maturity date of the exchange notes at a redemption price equal to 100% of the principal amount of the exchange notes to be redeemed plus accrued interest to the date of redemption.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of the exchange notes to be redeemed. If less than all of the exchange notes are being redeemed, the trustee will select the exchange notes to be redeemed using a method it considers fair. Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the exchange notes or portions of the exchange notes called for redemption.

We may from time to time, without notice to or the consent of holders of the exchange notes, create and issue further notes ranking equally and ratably with the exchange notes in all respects (or in all respects except for the payment of interest accruing prior to the issue date of such further notes or except for the first payment of interest following the issue date of such further notes), so that such further notes shall be consolidated and


	(1)	will be discharged from any and all obligations in respect of any series of the exchange notes (except in each case for certain obligations to register the transfer or exchange of exchange notes, replace stolen, lost or mutilated debt securities, maintain paying agencies and hold moneys for payment in trust) or

	(2)	will no longer be obligated to comply with the covenants described below under “— Covenants of the Company” and “— Limitation on Consolidation, Merger, Conveyance or Transfer” and the Event of Default described in the third bullet point under “— Events of Default; Notice and Waiver” will no longer constitute an Event of Default with respect to the exchange notes,

in each case if we deposit with the trustee, in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders, money or the equivalent in securities of the U.S. government or government agencies backed by the full faith and credit of the U.S. government, or a combination thereof, which through the payment of interest thereon and principal thereof in accordance with their terms will provide money in an amount sufficient to pay all the principal and any premium of, interest on and any repurchase or redemption obligations with respect to the exchange notes on the dates such payments are due in accordance with the terms of the exchange notes.

To exercise any such option, we are required, among other things, to deliver to the trustee an opinion of counsel to the effect that:


	•	the deposit and related defeasance would not cause the holders of the exchange notes to recognize income, gain or loss for federal income tax purposes and, in the case of a discharge pursuant to clause (1) above, accompanied by a ruling, if then required, to such effect received from or published by the Internal Revenue Service (“IRS”); and

	•	the creation of the defeasance trust would not violate the Investment Company Act of 1940, as amended.

In addition, we are required to deliver to the trustee an officer’s certificate stating that such deposit was not made by us with the intent of preferring the holders over other creditors of ours or with the intent of defeating, hindering, delaying or defrauding our creditors or others.

If an Event of Default occurs and is continuing, either the trustee or the holders of 25% in aggregate principal amount of the outstanding exchange notes may declare the principal of all the exchange notes, and all accrued interest, to be due and payable immediately.


	•	default in payment of principal of, or premium, if any, on the exchange notes when due at their stated maturity;

	•	default for 30 days in payment of any interest due on the exchange notes;

	•	default for 60 days after written notice to us (or the Guarantors, if applicable) by the trustee or by holders of 25% in aggregate principal amount of the outstanding exchange notes in the performance, or breach, of any covenant or warranty pertaining to the exchange notes (other than a covenant or warranty a default in the performance of which, or the breach of which, would otherwise constitute an Event of Default);


	•	certain events of bankruptcy, insolvency and reorganization with respect to us or any of our Material Subsidiaries (as defined below) which are organized under the laws of the United States or any political sub-division thereof or the entry of an order ordering the winding up or liquidation of our affairs; and

	•	any guarantee by a Material Subsidiary ceases for any reason to be, or is asserted in writing by any such Material Subsidiary or the Company not to be, in full force and effect, enforceable in accordance with its terms, except to the extent contemplated by the indenture and any such guarantee.

The trustee will, within 90 days after the occurrence of a default, give to the holders of the exchange notes notice of all uncured and unwaived defaults known to it; provided, however, that, except in the case of default in the payment of principal of, premium, if any, or interest, on any of the exchange notes, the trustee will be protected in withholding such notice if it in good faith determines that the withholding of such notice is in the interests of the holders of the exchange notes. For the purpose of the trustee’s duty to notify holders of defaults, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default.

The trustee is entitled, subject to the duty of the trustee during an Event of Default to act with the required standard of care, to be indemnified by the holders of the exchange notes before proceeding to exercise any right or power under the indenture at the request of holders of the exchange notes.

The holders of a majority in aggregate principal amount of the outstanding exchange notes may direct the time, method and place of conducting proceedings for remedies available to the trustee or exercising any trust or power conferred on the trustee in respect of the exchange notes, subject to certain conditions.

In certain cases, the holders of a majority in principal amount of the outstanding exchange notes may waive, on behalf of the holders of all the exchange notes, any past default or Event of Default with respect to the exchange notes except, among other things, a default not theretofore cured in payment of the principal of, or premium, if any, or interest on any of the exchange notes.

We shall not consolidate with or merge into any other Person (as defined below) or sell, lease, convey or transfer all or substantially all of our properties and assets to any Person, if upon any such consolidation, merger, sale, lease, conveyance or transfer we are not the surviving corporation, unless:


	•	the Person formed by such consolidation or into which we are merged or the Person which acquires by sale, lease, conveyance or transfer all or substantially all of our properties and assets shall be organized and existing under the laws of the United States of America or any state or the District of Columbia, and (if such Person is not the Company) shall expressly assume, by supplemental indenture, executed and delivered to the trustee, in form satisfactory to the trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the exchange notes and the performance of every covenant of the indenture (as supplemented from time to time) on our part to be performed or observed;

	•	immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and

	•	we have delivered to the trustee an officer’s certificate and an opinion of counsel each stating that such consolidation, merger, sale, lease, conveyance or transfer and such supplemental indenture comply with the applicable article of the indenture and that we have complied with all conditions precedent relating to such transaction.

In such event, we shall be discharged from all obligations and covenants under the indenture and the exchange notes, and may be liquidated and dissolved. The successor Person formed by such consolidation or into which we are merged or to which such sale, lease, conveyance or transfer is made shall succeed to, and be

We and the trustee may, without the consent of the holders of the exchange notes, enter into indentures supplemental to the indenture for, among others, one or more of the following purposes:


	•	to evidence the succession of another Person to the Company or any Guarantor;

	•	to add to our covenants, or the covenants of the Guarantors, or to surrender any of our rights or powers, or the rights or powers of the Guarantors, for the benefit of the holders of the exchange notes;

	•	to cure any ambiguity, or correct any inconsistency in the indenture; provided that any such supplemental indenture shall not materially and adversely affect the interests of the holders of the exchange notes;

	•	with certain exceptions, to add to the indenture any provisions that may be expressly permitted by the Trust Indenture Act;

	•	to establish the form of any security, to provide for the issuance and set forth the terms of any series of debt securities;

	•	to evidence and provide for the acceptance of the appointment of any successor trustee;

	•	to provide any additional Events of Default;

	•	to provide for the issuance of exchange notes in coupon or in fully registered form;

	•	to secure the exchange notes under the indenture’s limitation on liens or otherwise; or

	•	to evidence the addition of any subsidiary as a Guarantor or the release of any Guarantor and its obligations pursuant to the indenture.

The Company and the trustee are permitted, with the consent of the holders of a majority in principal amount of the outstanding exchange notes and the debt securities of all other series under the indenture to be affected voting as a single class, to execute supplemental indentures by adding any provisions to or changing or eliminating any of the provisions of the indenture or modifying the rights of the holders of the debt securities of all such series to be affected, except that no such supplemental indenture may, without the consent of each holder of affected debt securities, among other things:


	•	change the fixed maturity of any debt securities;

	•	reduce the principal amount thereof;

	•	reduce or change the method of computing the rate or extend the time of payment of interest thereon;

	•	change the currency or place of any payment;

	•	amend or modify the terms of any of the guarantee provisions of the indenture in a manner adverse to the holders; or

	•	reduce the percentage in principal amount of debt securities of any series the consent of the holders of which is required for any such supplemental indenture.

The Company and each Guarantor will deliver to the trustee, within 120 days after the end of each fiscal year, an officer’s certificate stating that the Company or such Guarantor, as applicable, has fulfilled all its

Neither the Company nor any Material Subsidiary shall incur, create, issue, assume, guarantee or otherwise become liable for any indebtedness for money borrowed that is secured by a lien on any of its assets or properties without securing the exchange notes equally and ratably with such indebtedness for so long as any such indebtedness is secured. Exceptions include, among others:


	•	liens for taxes not yet due, or being contested;

	•	liens imposed by law, such as mechanics’ liens, and other similar liens;

	•	easements and similar liens not impairing the use or value of the property involved;

	•	existing liens;

	•	liens created by subsidiaries of ours to secure indebtedness of such subsidiaries to us or to one or more other subsidiaries of ours;

	•	liens affecting property of a Person existing at the time it is acquired by us;

	•	liens existing on any property of any corporation or business when acquired, or to finance the purchase price;

	•	liens on any property to finance the cost of improvements or construction thereon;

	•	liens on shares of stock, indebtedness or other securities of a Person that is not the Company or a subsidiary of ours;

	•	liens to extend, renew or replace any liens referred to above; and

	•	other liens arising in connection with our indebtedness and our subsidiaries’ indebtedness in an aggregate principal amount for us and our subsidiaries, together with all Attributable Debt (as defined below) with respect to sale and leaseback transactions involving Principal Properties (as defined below) (with the exception of the transactions that are excluded as described in “— Limitation on Sale and Leaseback Transactions” below), not exceeding at the time such lien is issued, created or assumed 10% of our Consolidated Assets (as defined below).

The Company will not, and will not permit any Material Subsidiary to, enter into any sale and leaseback transaction covering any Principal Property which was or is owned or leased by the Company or a Material Subsidiary and which has been or is to be sold or transferred more than 120 days after the completion of construction and commencement of full operation of such Principal Property.

However, a sale and leaseback transaction of this kind will not be prohibited if:


	•	Attributable Debt of the Company and its Material Subsidiaries in respect of the sale and leaseback transaction and all other sale and leaseback transactions entered into after the date when the Company first issued securities pursuant to the indenture (other than any sale and leaseback transactions that are otherwise permitted or excepted), plus the aggregate principal amount of indebtedness secured by liens on Principal Properties then outstanding (excluding any indebtedness secured by liens that are otherwise permitted under the indenture) without equally and ratably securing the debt securities, would not exceed 10% of Consolidated Assets;

	•	an amount equal to the greater of the net proceeds of the sale or transfer or the Attributable Debt of the Principal Property sold (as determined by the Company) is applied within 150 days to the voluntary retirement of the exchange notes or other indebtedness of the Company (other than


		indebtedness subordinated to the exchange notes) or indebtedness of a Material Subsidiary, for money borrowed, maturing more than 12 months after the voluntary retirement;

	•	the lease is for a period not exceeding three years; or

	•	the lease is with the Company or another Material Subsidiary.


	“Attributable Debt” means, as to any particular lease under which any Person is at the time liable, at any date as of which the amount thereof is to be determined, the total net amount of rent required to be paid by such Person under such lease during the remaining term thereof (excluding any subsequent renewal or other extension options held by the lessee), discounted from the respective due dates thereof to such date at the rate of 15% per annum, compounded monthly. The net amount of rent required to be paid under any such lease for any such period shall be the aggregate amount of the rent payable by the lessee with respect to such period after excluding amounts required to be paid on account of maintenance and repairs, services, insurance, taxes, assessments, water rates and similar charges and contingent rents (such as those based on sales). In the case of any lease which is terminable by the lessee upon the payment of a penalty in an amount which is less than the total discounted net amount of rent required to be paid from the later of the first date upon which such lease may be so terminated or the date of the determination of such net amount of rent, as the case may be, such net amount shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated.

	“Consolidated Assets” means the total assets of the Company and its subsidiaries calculated on a consolidated basis and in accordance with GAAP.

	“Material Subsidiary” means, as of any date of determination, a subsidiary of the Company whose assets exceed ten percent (10%) of the Company’s Consolidated Assets as of the date of such determination. However, the board of directors of the Company may declare any subsidiary of the Company to be a Material Subsidiary.

	“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

	“Principal Property” means any manufacturing plant or warehouse, together with the land upon which it is erected and fixtures constituting a part thereof, owned by the Company or any Material Subsidiary and located in the United States, the gross book value of which on the date as of which the determination is being made is an amount which exceeds 2% of Consolidated Assets, but not including any property financed through the issuance of any tax exempt governmental obligation, or any such manufacturing plant or warehouse or any portion thereof or any such fixture (together, with the land upon which it is erected and fixtures comprising a part thereof) which, in the opinion of the board of directors of the Company, is not of material importance to the total business conducted by the Company and its subsidiaries, considered as a single enterprise.

Each of the Guarantors, as primary obligor and not merely as surety, will fully, irrevocably and unconditionally guarantee to each holder of exchange notes and to the trustee and its successors and assigns, (a) the full and punctual payment of principal of, premium, if any, and interest on the notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of ours under the indenture (including obligations to the trustee) and the exchange notes and (b) the full and punctual performance within applicable grace periods of all other obligations of ours under the indenture and

The obligations of each Guarantor under the indenture will be unconditional irrespective of the absence or existence of any action to enforce the same, the recovery of any judgment against us or each other or any waiver or amendment of the provisions of the indenture or the exchange notes to the extent that any such action or similar action would otherwise constitute a legal or equitable discharge or defense of a Guarantor (except that each such waiver or amendment shall be effective in accordance with its terms).

The obligations of the Guarantors to make any payments may be satisfied by causing us to make such payments.

Each of the Guarantors further agrees to waive presentment to, demand of payment from and protest to the Company and also waives diligence, notice of acceptance of its guarantee, presentment, demand for payment, notice of protest for nonpayment, filing of claims and any right to require a proceeding first against us. These obligations shall be unaffected by any failure or policy of the trustee to exercise any right under the indenture or under the exchange notes.

If any holder of the exchange notes or the trustee is required by a court or otherwise to return to us, any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to us or any of the Guarantors, any amount paid by any of them to the trustee or such holder, the guarantee of such Guarantors, to the extent discharged, shall be reinstated in full force and effect.

The guarantees of each Guarantor is limited to the maximum amount that can be guaranteed by any of the Guarantors, respectively, without rendering its guarantee voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

In the event (a) of the merger, consolidation or sale or disposition of all or substantially all of the assets of a Guarantor (other than a merger or consolidation with, or sale or disposition of assets to, us or another of our subsidiaries) or, (b) there occurs a transfer, sale or other disposition of the voting stock of a Guarantor whereby such Guarantor ceases to constitute a subsidiary of ours, then in any such case such Guarantor or the entity acquiring the assets (in the event of the sale or other disposition of all or substantially all of the assets of such Guarantor), shall be released and relieved of any obligations under its guarantee. Upon our delivery to the trustee of an officer’s certificate to the effect of the foregoing, such Guarantor shall be discharged from all further liability and obligation under the indenture and the trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its guarantee. The outstanding notes were also guaranteed by Computer Systems & Communications Corporation, which was subsequently merged with and into General Dynamics Government Systems Corporation, a Guarantor with respect to the outstanding notes and the exchange notes.

Except as set forth below, the exchange notes will be issued in definitive, fully registered, global form in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

The exchange notes will be represented by one or more permanent certificates in registered global form without interest coupons (the “global exchange notes”). The global exchange notes will be deposited with, or on behalf of, DTC and registered in the name of its nominee, Cede & Co. Beneficial interests in the global exchange notes will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by DTC (with respect to its participants) and its participants.

All interests in the global exchange notes, including those held through Euroclear System (“Euroclear”) or Clearstream Bank S.A. (“Clearstream”) (as participants in DTC), will be subject to the procedures and requirements of DTC. Those interests held through Euroclear and Clearstream may also be subject to the procedures and requirements of such systems.

Ownership of interests in the global exchange notes will be limited to persons who have accounts with DTC, including Euroclear and Clearstream, or persons who have accounts through participants (“indirect

participants”) in DTC, Euroclear and Clearstream. Ownership of beneficial interests in the global exchange notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC (with respect to interests of participants) and the records of participants (with respect to interests of indirect participants).

The laws of some countries and some states in the United States may require that certain purchasers of any securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to own, transfer or pledge the book-entry interests in the global notes.

So long as DTC or its nominee is the holder of the global exchange notes, DTC or such nominee, as the case may be, will be considered the sole holder of the global exchange notes for all purposes under the indenture and the exchange notes. Except as described under “— Definitive Registered Notes,” participants or indirect participants will not be entitled to have such exchange notes registered in their names, will not receive or be entitled to receive physical delivery of exchange notes in definitive form and will not be considered the owners or holders thereof under the indenture. Accordingly, each direct or indirect participant must rely on the procedures of DTC and, if that person is an indirect participant in DTC, on the procedures of the participant in DTC (including Euroclear or Clearstream), through which that person owns its interest, to exercise any rights and remedies of a holder under the indenture.

DTC is a limited purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, as amended, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities of its participants and to facilitate the clearance and settlement of transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC participants include securities brokers and dealers (including the initial purchaser), banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC. Access to the DTC book-entry system is also available to indirect participants (as defined above), such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

Euroclear and Clearstream hold securities for participating organizations and facilitate the clearance and settlement of securities transactions between their respective participants through electronic book-entry changes in accounts of such participants. Euroclear and Clearstream provide to their participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Euroclear and Clearstream interface with domestic securities markets. Euroclear and Clearstream participants are financial institutions such as underwriters, securities brokers and dealers, banks, trust companies and certain other organizations. Indirect access to Euroclear or Clearstream is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodian relationship with a Euroclear or Clearstream participant, either directly or indirectly.

Subject to compliance with the procedures for tendering applicable to the exchange offer, cross-market transfers between the participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary. These cross-market transactions, however, will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines of such system. Euroclear or Clearstream, as the case may be, will, if the transactions meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant global exchange notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a global exchange note from a participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream as a result of sales of interests in a global exchange note by or through a Euroclear or Clearstream participant to a participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

Although DTC, Euroclear and Clearstream, have agreed to the foregoing procedures to facilitate transfers of interests in the global exchange notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Settlement for the exchange notes represented by the global exchange notes will be made in immediately available funds. All payments of principal and interest on the global exchange notes will be made in immediately available funds.

The exchange notes will trade in DTC’s same-day funds settlement system until maturity, and secondary market trading activity in the exchange notes will therefore be required by DTC to settle in immediately available funds.

Owners of book-entry interests in the global exchange notes will receive individual certificated notes in fully registered form, or definitive registered notes, only in the following circumstances:


	•	if DTC notifies us or the book-entry depositary in writing that it (or its nominee) is unwilling or unable to continue to act as a depositary registered under the Exchange Act and a successor depositary registered as a clearing agency under the Exchange Act (in the case of DTC or successor registered as a clearing agency under the Exchange Act) is not appointed by us within 90 days; or

	•	at any time if we determine that the global exchange notes should be exchanged for definitive registered notes (in whole but not in part).

Any definitive registered notes will be issued in fully registered form in denominations of $1,000 principal amount and integral multiples of $1,000. To the extent permitted by law, we, the trustee and any paying agent shall be entitled to treat the person in whose name any definitive registered note is registered as the absolute owner thereof. While any global exchange note is outstanding, holders of definitive registered notes may exchange their definitive registered notes for a corresponding book-entry interest in that global note by surrendering their definitive registered notes to the trustee and providing the certificates and opinions required by the indenture. The trustee will make the appropriate adjustments to the global note underlying that book-entry interest to reflect any issue or surrender of definitive registered notes. The indenture contains provisions relating to the maintenance by a registrar of registers reflecting ownership of definitive registered notes, if any, and other provisions customary for a debt security listed on the register maintained by the registrar.

Payments of any amounts owing in respect of the global exchange notes will be made through one or more paying agents appointed under the indenture to DTC as the holder of the global exchange notes.

Payments of principal or any premium owing in respect of the definitive registered notes will be made at the maturity of each note in immediately available funds upon presentation of the note at the corporate trust office of the trustee in the Borough of Manhattan, the City of New York, or at any other place as we may designate. Payment of interest due on the definitive registered notes at maturity will be made to the person to whom payment of the principal of the note will be made. Payment of interest due on the definitive registered notes other than at maturity will be made at the corporate trust office of the trustee or, at our option, may be made by check mailed to the address of the person entitled to receive payment as the address appears in the security register, except that a holder of $1,000,000 or more in aggregate principal amount of notes in definitive registered form may, at our option, be entitled to receive interest payments on any interest payment date other than at maturity by wire transfer of immediately available funds if appropriate wire transfer instructions have been received in writing by the trustee at least 15 days prior to the interest payment date. Any wire instructions received by the trustee will remain in effect until revoked by the holder.

We expect that DTC or its nominee, upon receipt of any payment made in respect of the global exchange notes, will credit its participants’ accounts with such payments in amounts proportionate to their respective interest in the principal amount of such global exchange note as shown on the records of DTC or its nominee. Payments by participants to owners of interests held through such participants will be governed by standing customer instructions and the customary practices of the participants. Payments on interests held through Euroclear or Clearstream will be credited to the cash accounts of Euroclear participants or Clearstream participants in accordance with the relevant system’s rules and procedures.

None of the Company, the Guarantors, the trustee or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of book-entry interests or for maintaining, supervising or reviewing any records relating to such book-entry interests or beneficial ownership interests.

The indenture, the exchange notes and the guarantees will be governed by, and construed in accordance with, the laws of the State of New York.

The Bank of New York is the trustee under the indenture. The trustee is a depository for funds and performs other services for, and transacts other banking business with, us in the normal course of business.

The following summary of the material federal income tax consequences of the acquisition, ownership, and disposition of the outstanding notes, the exchange notes, and the exchange offer is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the final, temporary and proposed regulations promulgated thereunder, and administrative rulings and judicial decisions now in effect, all of which are subject to change (possibly with retroactive effect) or different interpretations. The following summary is not binding on the IRS and there can be no assurance that the IRS will take a similar view with respect to the tax consequences described below. No ruling has been or will be requested by the Company from the IRS on any tax matters relating to the outstanding notes, the exchange notes, or the exchange offer. This discussion is for general information only and does not purport to address all of the possible federal income tax consequences or any state, local or foreign tax consequences of the acquisition, ownership and disposition of the outstanding notes, the exchange notes or the exchange offer. It is limited to investors who purchase the outstanding notes in the offering at the offering price, and who will hold the outstanding notes or the exchange notes as capital assets. It does not address the federal income tax consequences that may be

relevant to particular investors in light of their unique circumstances or to certain types of investors (such as dealers in securities, insurance companies, financial institutions, banks, and tax-exempt entities) or to investors that will hold the outstanding notes or the exchange notes as a part of a straddle, hedge, constructive sale, or synthetic security transaction for federal income tax purposes, all of whom may be subject to special treatment under federal income tax laws. Prospective investors are urged to consult their tax advisors regarding the federal income tax consequences of purchasing, owning and disposing of the outstanding notes or the exchange notes, as well as any tax consequences that may arise under the laws of any state, local, foreign, or other taxing jurisdiction.


	•	an individual who is a citizen or resident of the United States,

	•	a corporation or partnership created in or organized under the law of the United States or any state or political subdivision thereof,

	•	an estate that is subject to United States federal income taxation without regard to the source of its income, or

	•	a trust (a) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (b) that has a valid election in effect to be treated as a United States person under the Code.

As used herein, the term “U.S. holder” means a holder that is a United States person and the term “non-U.S. holder” means a holder that is not a United States person.

Exchange Offer. The exchange of the outstanding notes for exchange notes pursuant to the exchange offer should not constitute a taxable transaction for federal income tax purposes. As a result, there should be no federal income tax consequences to U.S. holders exchanging the outstanding notes for the exchange notes pursuant to the exchange offer. In such event, a U.S. holder will have the same tax basis and holding period in the exchange notes received as in the notes surrendered in exchange therefor.

Payments of Interest. A U.S. holder of an outstanding note or an exchange note will be required to report stated interest on the outstanding note and the exchange note as interest income at the time such payments are accrued or received in accordance with such holder’s method of accounting for federal income tax purposes.

Disposition of Outstanding Notes or Exchange Notes. The sale, exchange, redemption or other disposition of an outstanding note or an exchange note, except in the case of an exchange pursuant to the exchange offer (see the above discussion), generally will be a taxable event. A U.S. holder generally will recognize gain or loss equal to the difference between (a) the amount of cash plus the fair market value of any property received upon such sale, exchange, redemption or other taxable disposition of the outstanding note or the exchange note (except to the extent attributable to accrued interest) and (b) the U.S. holder’s adjusted tax basis in such debt instrument. Such gain or loss will be capital gain or loss, and will be long term if the outstanding notes or the exchange notes have been held for more than one year at the time of the sale or other disposition. Payments attributable to accrued interest which the U.S. holder has not yet included in income will be taxed as ordinary interest income.

Information Reporting and Backup Withholding. In general, information reporting requirements will apply to certain payments of principal and interest on the outstanding notes and the exchange notes and the proceeds of sale of the outstanding notes and the exchange notes unless the U.S. holder is an exempt recipient. A backup withholding tax will apply to such payments if the U.S. holder fails to provide its taxpayer identification number or certification of exempt status or has been notified by the IRS that it is subject to backup withholding.

Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS, provided the required information is properly furnished to the IRS on a timely basis.

Exchange Offer. The exchange of the outstanding notes for exchange notes pursuant to the exchange offer should not constitute a taxable transaction for federal income tax purposes. See “— U.S. Holders — Exchange Offer.” As a result, there should be no federal income tax consequences to non-U.S. holders exchanging the outstanding notes for exchange notes pursuant to the exchange offer.

Payments of Interest. Subject to the discussion below concerning information reporting and backup withholding, interest paid by the Company to non-U.S. holders on an outstanding note or an exchange note will not be subject to federal income or withholding tax provided that the interest is not effectively connected with the conduct of a trade or business within the United States by the non-U.S. holder, and the non-U.S. holder, among other things, (a) does not actually or constructively own 10% or more of the total combined voting power of all classes of Company stock entitled to vote, (b) is not, for federal income tax purposes, a controlled foreign corporation that is related to the Company through stock ownership, a foreign tax-exempt organization, or foreign private foundation for federal income tax purposes, and (c) certifies, on the IRS Form W-8BEN (or successor form) under penalty of perjury, that it is a non-U.S. holder and provides its name and address.

In the case of interest on an outstanding note or an exchange note that is not effectively connected with the conduct of a trade or business within the United States and does not satisfy the three requirements in the above paragraph, the non-U.S. holder’s interest on such note would generally be subject to withholding tax at a flat rate of 30% or a lower applicable treaty rate. If a non-U.S. holder is engaged in a trade or business in the United States and interest on an outstanding note or an exchange note is effectively connected with the conduct of that trade or business, the non-U.S. holder will be subject to federal income tax on that interest on a net income basis (although exempt from the 30% withholding tax) in the same manner as if the holder was a United States person. In addition, a non-U.S. holder who is a foreign corporation may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of earnings and profits for the taxable year, subject to certain adjustments.

Disposition of Outstanding Notes or Exchange Notes. A non-U.S. holder will generally not be subject to federal income tax on gain recognized on a sale, redemption, or other disposition of the outstanding notes or the exchange notes unless (a) the gain is effectively connected with the conduct of a trade or business within the United States by the non-U.S. holder or (b) in the case of a non-U.S. holder who is a nonresident alien individual, such holder is present in the United States for 183 or more days during the taxable year and certain other requirements are met. Any such gain that is effectively connected with the conduct of a United States trade or business by a non-U.S. holder will be subject to federal income tax on a net income basis in the same manner as if such holder were a United States person and, if such holder is a corporation, such gain may also be subject to the 30% branch profits tax described above.

United States Federal Estate Tax. Outstanding notes or exchange notes beneficially owned by a non-U.S. holder at the time of his death generally will not be subject to federal estate tax, provided that (a) the holder does not own 10% or more of the total combined voting power of all classes of Company voting stock, and (b) interest on the outstanding notes or exchange notes, if received at the time of the holder’s death, would not have been effectively connected with the conduct of a trade or business within the United States by the non-U.S. holder.

Information Reporting and Backup Withholding. The Company will, when required, report to the IRS and to each non-U.S. holder the amount of any interest paid on the outstanding notes or the exchange notes in each calendar year, and the amount of tax withheld, if any, with respect to the payments. This information may also be made available to the tax authorities of a country in which the non-U.S. holder resides. Interest

Information reporting and backup withholding also generally will not apply to a payment of the proceeds of a sale of the outstanding notes or the exchange notes effected outside the United States by a foreign office of a foreign broker. However, information reporting requirements will and backup withholding may apply to a payment of the proceeds of a sale of the outstanding notes or the exchange notes effected outside the United States by a foreign office of a U.S. broker or a foreign broker with certain types of relationships to the United States, unless the broker has documentary evidence in its records that the holder is a non-U.S. holder and certain conditions are met, or the holder otherwise establishes an exemption. Payment by a United States office of a broker of the proceeds of a sale of the outstanding notes or the exchange notes will be subject to both backup withholding and information reporting unless the holder certifies its non-U.S. status under penalties of perjury or otherwise establishes an exemption.

Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against that holder’s federal income tax liability provided the required information is properly furnished to the IRS.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. To the extent any such broker-dealer participates in the exchange offer, we have agreed that for a period of 90 days after the expiration date of the exchange offer, we will make this prospectus, as amended or supplemented, available to such broker-dealer for use in connection with any such resale, and will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents. In addition, until , 2002, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at prevailing market prices at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers or any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an underwriter within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act.

For a period of 90 days from the expiration date of the exchange offer, or such shorter period as will terminate when all outstanding notes acquired by broker-dealers for their own accounts as a result of market-making activities or other trading activities have been exchanged for exchange notes and such exchange notes have been resold by such broker-dealers, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the outstanding notes) other than commissions or concessions of any broker-dealers and will indemnify the holders of the outstanding notes (including any broker-dealers) against certain liabilities, including certain liabilities that may arise under the Securities Act.

Certain legal matters in connection with the exchange notes will be passed upon for the Company and the Guarantors by Jenner & Block, LLC, Chicago, Illinois.

The consolidated financial statements of General Dynamics as of December 31, 2000 and 1999 and for each of the three years in the period ended December 31, 2000, incorporated by reference in this prospectus and in the registration statement, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report. In that report, that firm states that, with respect to Gulfstream Aerospace Corporation for the year ended December 31, 1998, their opinion is based on the report of other independent public accountants, namely, Deloitte & Touche LLP. The financial statements referred to above have been incorporated by reference herein in reliance upon the authority of those firms as experts in giving said reports.

The consolidated financial statements of Primex Technologies, Inc. at December 31, 2000 and 1999, and for each of the three years in the period ended December 31, 2000, appearing in the registration statement have been audited by Ernst & Young LLP, independent certified public accountants, as set forth in their report thereon appearing in the registration statement, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

Until , 2002 (90 days after the date of this prospectus), all dealers effecting transactions in the exchange notes, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

General Dynamics Corporation, American Overseas Marine Corporation, Electric Boat Corporation, General Dynamics Advanced Technology Systems, Inc., General Dynamics Armament Systems, Inc., General Dynamics Defense Systems, Inc., General Dynamics Government Systems Corporation, General Dynamics Information Systems, Inc., General Dynamics Land Systems Inc., Gulfstream Aerospace Corporation and Material Service Resources Company are incorporated under the laws of the State of Delaware. Section 145 (“Section 145”) of the General Corporation Law of the State of Delaware, as may be amended from time to time (the “General Corporation Law”), provides that a Delaware corporation may indemnify any of its directors or officers who was or is a party, or is threatened to be made a party, to any third party proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reason to believe that such person’s conduct was unlawful. In a derivative action, (i.e., one by or in the right of a corporation) the corporation is permitted to indemnify directors and officers against expenses (including attorneys’ fees) actually and reasonably incurred by them in connection with the defense or settlement of an action or suit if they acted in good faith and in a manner that they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine upon application that the defendant directors or officers are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

Expenses, including attorneys’ fees, incurred by any such person in defending any such action, suit or proceeding may be paid or reimbursed by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt by it of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.

The Company’s Restated Certificate of Incorporation provides that it will indemnify its current and former directors and officers from and against all liabilities and reasonable expenses that they incur in connection with or resulting from any claims, actions, suits or proceedings to the extent that indemnification is not inconsistent with Delaware law. The Company also provides directors’ and officers’ liability insurance coverage for the acts and omissions of its directors and officers. In order to be entitled to indemnification under the provisions of the Restated Certificate of Incorporation, a director or officer of the Company must be wholly successful with respect to the claim, action, suit or proceeding or have acted in good faith in what he or she reasonably believed to be the best interests of the Company, or with respect to a criminal action or proceeding, must have had no reasonable cause to believe that his or her conduct was unlawful. Prior to the final

disposition of a claim, action, suit or proceeding, the Company will advance expenses incurred by a current or former director or officer if the director or officer provides the Company with an undertaking to repay the amount advanced if he or she is not entitled to indemnification after the final disposition.

The Company’s Restated Certificate of Incorporation provides that the Company’s directors will not be personally liable to the Company or its stockholders for monetary damages resulting from breaches of their fiduciary duties as directors except (a) for any breach of the duty of loyalty to the Company or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the General Corporation Law, which makes directors liable for unlawful dividends or unlawful stock repurchases or redemptions, or (d) for transactions from which directors derive improper personal benefit. While this provision provides directors with protection from awards for monetary damages for breaches of their duty of care, it does not eliminate that duty.


	American Overseas Marine Corporation, Electric Boat Corporation, General Dynamics Advanced Technology Systems Inc., General Dynamics Armament Systems Inc., General Dynamics Defense Systems Inc., General Dynamics Government Systems Corporation, General Dynamics Information Systems Inc., General Dynamics Land Systems Inc. and Gulfstream Aerospace Corporation

The By-Laws of these subsidiaries provide for the indemnification of all current and former directors and officers to the fullest extent permitted by the General Corporation Law. Additionally, prior to the final disposition of a claim, action, suit or proceeding, these corporations will advance expenses incurred by a current or former director or officer if the director or officer provides the respective corporation with an undertaking to repay the amount advanced if he or she is not entitled to indemnification after the final disposition.

The By-Laws of Material Service Resources provide that the corporation will indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law.

Bath Iron Works Corporation (“Bath Iron Works”) is incorporated under the laws of the State of Maine. Section 719 of the Maine Business Corporation Act (the “MBCA”) authorizes the indemnification by the corporation of any person who is a party or is threatened to be made a party to any action, suit or proceeding by reason of that person’s status as a director, officer, employee or agent of the corporation; provided that no such indemnification may be provided for any person if he or she shall have been finally adjudicated (a) not to have acted honestly or in the reasonable belief that his or her action was in or not opposed to the best interests of the corporation or its shareholders, or (b) in any criminal proceeding, to have had reasonable cause to believe his or her conduct was unlawful. In the case of actions brought by or on behalf of the corporation, indemnification may only be provided if the court determines that such person is fairly and reasonably entitled to the requested indemnification. Indemnification must be provided to the extent that a director, officer, employee or agent has been successful, on the merits or otherwise, in defense of an action of the type described in the first sentence of this paragraph.

The By-Laws of Bath Iron Works provide that it shall indemnify any person who is or was a director or officer of the corporation to the fullest extent permitted by the MBCA. Prior to the final disposition of a claim, action, suit or proceeding, Bath Iron Works will advance expenses incurred by a current or former director or officer if the director or officer provides Bath Iron Works with an undertaking to repay the amount advanced if he or she is not entitled to indemnification after the final disposition.

General Dynamics Ordnance and Tactical Systems, Inc. (“Ordnance and Tactical Systems”) is incorporated under the laws of Virginia. Sections 13.1-697 and 13.1-702 of the Virginia Stock Corporation Act (the “VSCA”) permit a corporation to indemnify an individual made party to a proceeding because he was a

director, officer, employee or agent of the corporation against liability incurred in the proceeding if (a) he conducted himself in good faith, (b) he believed, in the case of conduct in his official capacity, that such conduct was in the corporation’s best interests, or, in all other cases, that such conduct was at least not opposed to the corporation’s best interests, and (c) he had no reasonable cause to believe, in the case of a criminal proceeding, that his conduct was unlawful; provided, however, no indemnification shall be permitted (i) in connection with a proceeding by or in the right of the corporation which the individual is adjudged liable to the corporation, or (ii) in connection with any other proceeding charging improper personal benefit to such individual in which the individual is adjudged liable on the basis that personal benefit was improperly received by such individual. Under sections 13.1-698 and 13.1-702 of the VSCA, unless limited by its Articles of Incorporation, the corporation shall indemnify a director or officer who entirely prevails in the defense of any proceeding to which he was a party because he is or was a director or officer against reasonable expenses incurred.

Ordnance and Tactical Systems’ By-Laws provide that it shall indemnify any person who is or was a director or officer of the corporation to the fullest extent permitted by the VSCA. Prior to the final disposition of a claim, action, suit or proceeding, Ordnance and Tactical Systems will advance expenses incurred by a current or former director or officer if the director or officer provides Ordnance and Tactical Systems with an undertaking to repay the amount advanced if he or she is not entitled to indemnification after the final disposition. Ordnance and Tactical Systems also has the power to purchase and maintain insurance coverage against any liability asserted against its directors and officers, whether or not Ordnance and Tactical Systems would have the power to indemnify such person against such liability under applicable law.

National Steel and Shipbuilding Company (“NASSCO”) is incorporated under the laws of the State of Nevada. Sections 78.7502 through 78.752, inclusive, of the Nevada General Corporation Law provide that a corporation may indemnify any person who was or is a party or is threatened to be made a party, by reason of the fact that he or she was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to (a) any threatened, pending or completed action or suit by or in the right of the corporation against expenses, including amounts paid in settlement and attorneys’ fees, actually and reasonably incurred by him or her, in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that indemnification may not be made for any claim, issue or matter as to which he or she has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper, and (b) any other threatened, pending or completed action, suit or proceeding against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her in connection with the action, suit or proceeding, if he or she acted in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. To the extent that a director, officer, employee or agent has been successful on the merits or otherwise in defense of any such action, suit or proceeding or in defense of any claim, issue or matter therein, the corporation must indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense.

The Amended and Restated By-Laws of NASSCO provide that NASSCO may indemnify any director or officer, against expenses, judgments, fines, settlements, and other amounts actually incurred in connection with any threatened, pending or completed action, suit or proceeding. In order to be entitled to indemnification the director or officer must have acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation, or with respect to a criminal proceeding, had no reasonable cause to

believe that his conduct was unlawful. NASSCO must indemnify directors and officers against expenses actually and reasonably incurred if the person has been successful on the merits in defense of any action, suit or proceeding. Any indemnification not ordered by a court or resulting from the successful defense based on the merits of a claim must be authorized by either the stockholders, the board of directors by majority vote of a quorum consisting of directors who are not parties to the proceeding, or if such quorum either so orders or cannot be obtained, by independent legal counsel in a written opinion.

The registrants may purchase and maintain insurance on behalf of their directors and officers against any liability asserted against such persons. The registrants have purchased and currently maintain insurance on behalf of their directors and officers.

(a) The undersigned Registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

(b) The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

(c) The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(d) The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(e) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, as amended, General Dynamics Corporation, one of the Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Falls Church, Virginia, on January 18, 2002.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this registration statement appears below hereby constitutes and appoints each of NICHOLAS D. CHABRAJA, MICHAEL J. MANCUSO and DAVID A. SAVNER, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the attorney and agent may deem necessary or advisable to enable General Dynamics Corporation to comply with the Securities Act of 1933 and the Exchange Act of 1934, each as amended, and any rules and regulations and requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with any Registration Statement on Form S-4 and any amendments thereto, and other reports as required by General Dynamics Corporation, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the names of the undersigned in his capacity as Director and/or Officer of General Dynamics Corporation to reports filed with the Commission with respect thereto, to any and all amendments, including hereby ratifying and confirming all that the attorneys and agents, or any of them, has done, shall do or shall cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on January 18, 2002.

Pursuant to the requirements of the Securities Act of 1933, as amended, American Overseas Marine Corporation, one of the Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Falls Church, Virginia, on January 18, 2002.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this registration statement appears below hereby constitutes and appoints each of NICHOLAS D. CHABRAJA, MICHAEL J. MANCUSO and DAVID A. SAVNER, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the attorney and agent may deem necessary or advisable to enable American Overseas Marine Corporation to comply with the Securities Act of 1933 and the Exchange Act of 1934, each as amended, and any rules and regulations and requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with any Registration Statement on Form S-4 and any amendments thereto, and other reports as required by American Overseas Marine Corporation, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the names of the undersigned in his capacity as Director and/or Officer of American Overseas Marine Corporation to reports filed with the Commission with respect thereto, to any and all amendments, including hereby ratifying and confirming all that the attorneys and agents, or any of them, has done, shall do or shall cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on January 18, 2002.

Pursuant to the requirements of the Securities Act of 1933, as amended, Bath Iron Works Corporation, one of the Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bath, Maine, on January 18, 2002.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this registration statement appears below hereby constitutes and appoints each of NICHOLAS D. CHABRAJA, MICHAEL J. MANCUSO and DAVID A. SAVNER, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the attorney and agent may deem necessary or advisable to enable Bath Iron Works Corporation to comply with the Securities Act of 1933 and the Exchange Act of 1934, each as amended, and any rules and regulations and requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with any Registration Statement on Form S-4 and any amendments thereto, and other reports as required by Bath Iron Works Corporation, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the names of the undersigned in his capacity as Director and/or Officer of Bath Iron Works Corporation to reports filed with the Commission with respect thereto, to any and all amendments, including hereby ratifying and confirming all that the attorneys and agents, or any of them, has done, shall do or shall cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on January 18, 2002.

Pursuant to the requirements of the Securities Act of 1933, as amended, Electric Boat Corporation, one of the Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Falls Church, Virginia, on January 18, 2002.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this registration statement appears below hereby constitutes and appoints each of NICHOLAS D. CHABRAJA, MICHAEL J. MANCUSO and DAVID A. SAVNER, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the attorney and agent may deem necessary or advisable to enable Electric Boat Corporation to comply with the Securities Act of 1933 and the Exchange Act of 1934, each as amended, and any rules and regulations and requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with any Registration Statement on Form S-4 and any amendments thereto, and other reports as required by Electric Boat Corporation, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the names of the undersigned in his capacity as Director and/or Officer of Electric Boat Corporation to reports filed with the Commission with respect thereto, to any and all amendments, including hereby ratifying and confirming all that the attorneys and agents, or any of them, has done, shall do or shall cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on January 18, 2002.

Pursuant to the requirements of the Securities Act of 1933, as amended, General Dynamics Advanced Technology Systems, Inc., one of the Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Falls Church, Virginia, on January 18, 2002.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this registration statement appears below hereby constitutes and appoints each of NICHOLAS D. CHABRAJA, MICHAEL J. MANCUSO and DAVID A. SAVNER, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the attorney and agent may deem necessary or advisable to enable General Dynamics Advanced Technology Systems, Inc. to comply with the Securities Act of 1933 and the Exchange Act of 1934, each as amended, and any rules and regulations and requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with any Registration Statement on Form S-4 and any amendments thereto, and other reports as required by General Dynamics Advanced Technology Systems, Inc., including specifically, but without limiting the generality of the foregoing, the power and authority to sign the names of the undersigned in his capacity as Director and/or Officer of General Dynamics Advanced Technology Systems, Inc. to reports filed with the Commission with respect thereto, to any and all amendments, including hereby ratifying and confirming all that the attorneys and agents, or any of them, has done, shall do or shall cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on January 18, 2002.

Pursuant to the requirements of the Securities Act of 1933, as amended, General Dynamics Armament Systems, Inc., one of the Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Falls Church, Virginia, on January 18, 2002.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this registration statement appears below hereby constitutes and appoints each of NICHOLAS D. CHABRAJA, MICHAEL J. MANCUSO and DAVID A. SAVNER, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the attorney and agent may deem necessary or advisable to enable General Dynamics Armament Systems, Inc. to comply with the Securities Act of 1933 and the Exchange Act of 1934, each as amended, and any rules and regulations and requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with any Registration Statement on Form S-4 and any amendments thereto, and other reports as required by General Dynamics Armament Systems, Inc., including specifically, but without limiting the generality of the foregoing, the power and authority to sign the names of the undersigned in his capacity as Director and/or Officer of General Dynamics Armament Systems, Inc. to reports filed with the Commission with respect thereto, to any and all amendments, including hereby ratifying and confirming all that the attorneys and agents, or any of them, has done, shall do or shall cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on January 18, 2002.

Pursuant to the requirements of the Securities Act of 1933, as amended, General Dynamics Defense Systems, Inc., one of the Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Falls Church, Virginia, on January 18, 2002.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this registration statement appears below hereby constitutes and appoints each of NICHOLAS D. CHABRAJA, MICHAEL J. MANCUSO and DAVID A. SAVNER, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the attorney and agent may deem necessary or advisable to enable General Dynamics Defense Systems, Inc. to comply with the Securities Act of 1933 and the Exchange Act of 1934, each as amended, and any rules and regulations and requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with any Registration Statement on Form S-4 and any amendments thereto, and other reports as required by General Dynamics Defense Systems, Inc., including specifically, but without limiting the generality of the foregoing, the power and authority to sign the names of the undersigned in his capacity as Director and/or Officer of General Dynamics Defense Systems, Inc. to reports filed with the Commission with respect thereto, to any and all amendments, including hereby ratifying and confirming all that the attorneys and agents, or any of them, has done, shall do or shall cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on January 18, 2002.

Pursuant to the requirements of the Securities Act of 1933, as amended, General Dynamics Government Systems Corporation, one of the Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Falls Church, Virginia, on January 18, 2002.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this registration statement appears below hereby constitutes and appoints each of NICHOLAS D. CHABRAJA, MICHAEL J. MANCUSO and DAVID A. SAVNER, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the attorney and agent may deem necessary or advisable to enable General Dynamics Government Systems Corporation to comply with the Securities Act of 1933 and the Exchange Act of 1934, each as amended, and any rules and regulations and requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with any Registration Statement on Form S-4 and any amendments thereto, and other reports as required by General Dynamics Government Systems Corporation, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the names of the undersigned in his capacity as Director and/or Officer of General Dynamics Government Systems Corporation to reports filed with the Commission with respect thereto, to any and all amendments, including hereby ratifying and confirming all that the attorneys and agents, or any of them, has done, shall do or shall cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on January 18, 2002.

Pursuant to the requirements of the Securities Act of 1933, as amended, General Dynamics Information Systems, Inc., one of the Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Falls Church, Virginia, on January 18, 2002.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this registration statement appears below hereby constitutes and appoints each of NICHOLAS D. CHABRAJA, MICHAEL J. MANCUSO and DAVID A. SAVNER, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the attorney and agent may deem necessary or advisable to enable General Dynamics Information Systems, Inc. to comply with the Securities Act of 1933 and the Exchange Act of 1934, each as amended, and any rules and regulations and requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with any Registration Statement on Form S-4 and any amendments thereto, and other reports as required by General Dynamics Information Systems, Inc., including specifically, but without limiting the generality of the foregoing, the power and authority to sign the names of the undersigned in his capacity as Director and/or Officer of General Dynamics Information Systems, Inc. to reports filed with the Commission with respect thereto, to any and all amendments, including hereby ratifying and confirming all that the attorneys and agents, or any of them, has done, shall do or shall cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on January 18, 2002.

Pursuant to the requirements of the Securities Act of 1933, as amended, General Dynamics Land Systems Inc., one of the Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Falls Church, Virginia, on January 18, 2002.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this registration statement appears below hereby constitutes and appoints each of NICHOLAS D. CHABRAJA, MICHAEL J. MANCUSO and DAVID A. SAVNER, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the attorney and agent may deem necessary or advisable to enable General Dynamics Land Systems Inc. to comply with the Securities Act of 1933 and the Exchange Act of 1934, each as amended, and any rules and regulations and requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with any Registration Statement on Form S-4 and any amendments thereto, and other reports as required by General Dynamics Land Systems Inc., including specifically, but without limiting the generality of the foregoing, the power and authority to sign the names of the undersigned in his capacity as Director and/or Officer of General Dynamics Land Systems Inc. to reports filed with the Commission with respect thereto, to any and all amendments, including hereby ratifying and confirming all that the attorneys and agents, or any of them, has done, shall do or shall cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on January 18, 2002.

Pursuant to the requirements of the Securities Act of 1933, as amended, General Dynamics Ordnance and Tactical Systems, Inc., one of the Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Falls Church, Virginia, on January 18, 2002.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this registration statement appears below hereby constitutes and appoints each of NICHOLAS D. CHABRAJA, MICHAEL J. MANCUSO and DAVID A. SAVNER, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the attorney and agent may deem necessary or advisable to enable General Dynamics Ordnance and Tactical Systems, Inc. to comply with the Securities Act of 1933 and the Exchange Act of 1934, each as amended, and any rules and regulations and requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with any Registration Statement on Form S-4 and any amendments thereto, and other reports as required by General Dynamics Ordnance and Tactical Systems, Inc., including specifically, but without limiting the generality of the foregoing, the power and authority to sign the names of the undersigned in his capacity as Director and/or Officer of General Dynamics Ordnance and Tactical Systems, Inc. to reports filed with the Commission with respect thereto, to any and all amendments, including hereby ratifying and confirming all that the attorneys and agents, or any of them, has done, shall do or shall cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on January 18, 2002.

Pursuant to the requirements of the Securities Act of 1933, as amended, Gulfstream Aerospace Corporation, one of the Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Falls Church, Virginia, on January 18, 2002.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this registration statement appears below hereby constitutes and appoints each of NICHOLAS D. CHABRAJA, MICHAEL J. MANCUSO and DAVID A. SAVNER, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the attorney and agent may deem necessary or advisable to enable Gulfstream Aerospace Corporation to comply with the Securities Act of 1933 and the Exchange Act of 1934, each as amended, and any rules and regulations and requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with any Registration Statement on Form S-4 and any amendments thereto, and other reports as required by Gulfstream Aerospace Corporation, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the names of the undersigned in his capacity as Director and/or Officer of Gulfstream Aerospace Corporation to reports filed with the Commission with respect thereto, to any and all amendments, including hereby ratifying and confirming all that the attorneys and agents, or any of them, has done, shall do or shall cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on January 18, 2002.

Pursuant to the requirements of the Securities Act of 1933, as amended, Material Service Resources Company, one of the Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Chicago, Illinois, on January 18, 2002.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this registration statement appears below hereby constitutes and appoints each of NICHOLAS D. CHABRAJA, MICHAEL J. MANCUSO and DAVID A. SAVNER, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the attorney and agent may deem necessary or advisable to enable Material Service Resources Company to comply with the Securities Act of 1933 and the Exchange Act of 1934, each as amended, and any rules and regulations and requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with any Registration Statement on Form S-4 and any amendments thereto, and other reports as required by Material Service Resources Company, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the names of the undersigned in his capacity as Director and/or Officer of Material Service Resources Company to reports filed with the Commission with respect thereto, to any and all amendments, including hereby ratifying and confirming all that the attorneys and agents, or any of them, has done, shall do or shall cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on January 18, 2002.

Pursuant to the requirements of the Securities Act of 1933, as amended, National Steel and Shipbuilding Company, one of the Registrants, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Falls Church, Virginia, on January 18, 2002.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this registration statement appears below hereby constitutes and appoints each of NICHOLAS D. CHABRAJA, MICHAEL J. MANCUSO and DAVID A. SAVNER, as his true and lawful attorney and agent, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the attorney and agent may deem necessary or advisable to enable National Steel and Shipbuilding Company to comply with the Securities Act of 1933 and the Exchange Act of 1934, each as amended, and any rules and regulations and requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with any Registration Statement on Form S-4 and any amendments thereto, and other reports as required by National Steel and Shipbuilding Company, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the names of the undersigned in his capacity as Director and/or Officer of National Steel and Shipbuilding Company to reports filed with the Commission with respect thereto, to any and all amendments, including hereby ratifying and confirming all that the attorneys and agents, or any of them, has done, shall do or shall cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on January 18, 2002.

II-25 EX-3.3 3 w56437ex3-3.txt CERTIFICATE OF INCORPORATION OF BRAINTREE VI Exhibit 3.3 CERTIFICATE OF INCORPORATION OF BRAINTREE VI MARITIME CORP. I, THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, do hereby certify as follows: FIRST: The name of the corporation is BRAINTREE VI MARITIME CORP. SECOND: Its registered office is to be located at 306 South State Street, in the City of Dover, in the County Kent, in the State of Delaware. The name of its registered agent at that address is the United States Corporation Company. THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. FOURTH: The total number of shares of stock which the corporation is authorized to issue is one thousand (1,000) shares all without par value. FIFTH: The name and address of the single incorporator are Thomas G. Hennelly 70 Pine Street, New York, NY 10005 SIXTH: The By-Laws of the corporation may be made, altered, amended, changed, added to or repealed by the Board of Directors without the assent or vote of the stockholders. SEVENTH: The corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto. EIGHTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power. IN WITNESS WHEREOF, I have hereunto set my hand and seal, the 12th day of October, 1978. In the Presence of: ____________________________ /s/ Thomas G. Hennelly (L.S.) ______________________________ Thomas G. Hennelly 2 EX-3.3.1 4 w56437ex3-3_1.txt CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INC. Exhibit 3.3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF BRAINTREE MARITIME TRANSPORTATION CORP. -------------------------------------------------------- ADOPTED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 242 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE -------------------------------------------------------- We, Bartholomew J. Fennick, President and John P. Maguire, Secretary of BRAINTREE MARITIME TRANSPORTATION CORP., a corporation existing under the laws of the State of Delaware, do hereby certify as follows: FIRST: That the Certificate of Incorporation of said corporation has been amended as follows: By striking out the whole of Article FIRST thereof as it now exists and inserting in lieu of and instead thereof a new Article FIRST, reading as follows: "FIRST: The name of the corporation is AMERICAN OVERSEAS MARINE CORPORATION" SECOND: That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by the unanimous written consent of all of the stockholders entitled to vote in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, we have signed this certificate this 15th day of October, 1984. /s/ Bartholomew J. Fennick ________________________________ President ATTEST: /s/ John P. Maguire ________________________________ Secretary 2 EX-3.4 5 w56437ex3-4.txt BY-LAWS OF AMERICAN OVERSEAS MARINE CORP. Exhibit 3.4 AMENDED & RESTATED BY-LAWS OF AMERICAN OVERSEAS MARINE CORPORATION ADOPTED AS OF SEPTEMBER 15, 2000 ARTICLE I OFFICES Section 1. Registered Office and Agent. The name of the corporation's registered agent and the office of its registered office in the State of Delaware are as follows: Corporation Service Company Section 2. Principal Office. The address of the principal office of the corporation is as follows: 2711 Centerville Road, Suite 400 Wilmington, Delaware 19808 Section 3. Other Offices. The corporation may also have an office or offices at such other place or places, within or without the State of Delaware, as the board of directors may from time to time designate or the business of the corporation may require. ARTICLE II STOCKHOLDERS Section 1. Annual Meetings. The annual meeting of the stockholders shall be held at such time and place and on such date in each year, within or without the State of Delaware, as may be determined by the board of directors and as shall be designated in the notice of the meeting. Section 2. Purposes of Annual Meeting. The annual meeting of the stockholders shall be held for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting, notice of which shall be given in the notice of the meeting. Section 3. Failure to Elect Directors at Annual Meeting. If the election of directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as convenient. At such meeting, the stockholders may elect directors and transact other business with the same force and effect as at an annual meeting. Section 4. Special Meetings. Special meetings of the stockholders shall be held at such time and place and on such date in each year, within or without the State of Delaware, as may be determined by the person or persons calling the meeting and as shall be designated in the notice of the meeting. Special meetings of the stockholders may be called by the board of directors. the Chairman of the Board of Directors (sometimes hereafter in these by-laws, the "Chairman"), or the President and shall be called by the Chairman, the President, or the Secretary at the request in writing of stockholders owning at least one-fifth of the issued and outstanding shares of capital stock of the corporation entitled to vote. Calls for such meetings shall specify the purposes thereof and no business other than that specified in the call shall be considered at any special meeting. Section 5. Notice of Meetings and Adjourned Meetings. Unless waived as provided below, and except as provided in Section 230 of the General Corporation Law of the State of Delaware, not less than ten nor more than sixty days before any stockholders' meeting, the Chairman, the President, the Secretary, or an Assistant Secretary shall give each stockholder entitled to vote at the meeting written notice of the place, date, and hour of the meeting and the purpose or purposes for which the meeting is called. Such notice shall be mailed to each stockholder at his address as it appears on the corporation's records. When a meeting is adjourned to another time or place, notice need not be given if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken. If the adjournment is for a period of more than thirty days, or if, after the adjournment, a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote. Except as otherwise expressly provided by statute, no publication of any notice of a stockholders' meeting shall be required. Any stockholder, either before or after any meeting, may waive any notice required to be given by law or pursuant to these by-laws. Section 6. Quorum. Except as otherwise provided by law or the Certificate of Incorporation, the presence, in person or by proxy, of the holders of record of a majority of the shares of the capital stock of the corporation then issued and outstanding and entitled to vote at the meeting shall constitute a quorum for the transaction of business to be considered at such meeting; provided, however, that no action required by law or by the Certificate of Incorporation or these by-laws to be authorized as taken by the holders of a designated proportion of a particular class or series of shares may be authorized or taken by a lesser proportion and provided, further, that if a separate class vote is required with respect to any matter, the holders of a majority of the outstanding shares of such class, present in person or by proxy, shall constitute a quorum of such class, and, except as otherwise provided by law or the Certificate of Incorporation, the affirmative vote of a majority of shares of such class so present shall be the act of such class. In the absence of a quorum at any meeting or any adjournment thereof, a majority of those present, in person or by proxy and entitled to vote, may adjourn the meeting from time to time. At any adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting as originally called may be transacted. Section 7. Organization. Meetings of the stockholders shall be presided over by the Chairman, or if he is not present, by the President, or, if neither the Chairman nor the President is present, by a chairman to be chosen by a majority of the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the corporation, or in the Secretary's absence, an Assistant Secretary, shall act as secretary of every meeting of the stockholders but, if 2 neither the Secretary nor an Assistant Secretary is present, the meeting shall choose any person present thereat to act as secretary of the meeting. Section 8. Voting. Except as otherwise provided by law or the Certificate of Incorporation, and subject to the provisions of Sections 4 and 5 of Article VI of these by-laws, at every meeting of the stockholders, each stockholder of the corporation entitled to vote at the meeting shall have one vote, in person or by proxy, for each share of stock having voting rights held by the stockholder. Any stockholder entitled to vote may do so either in person or by proxy appointed by an instrument in writing, subscribed by such stockholder or by the stockholder's attorney thereunto authorized and delivered to the secretary of the meeting; provided, however, that no proxy shall be voted on after three years from its date unless the proxy provides for a longer period. Except as otherwise required by law, the Certificate of Incorporation or these by-laws, all matters coming before any meeting of the stockholders shall be decided by the vote of a majority in interest of the stockholders present, in person or by proxy, at the meeting and entitled to vote, a quorum being present. Unless otherwise provided in the Certificate of Incorporation, voting at all elections for directors need not be by ballot and shall not be cumulative. Section 9. Voting of Shares by Certain Holders. A. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the by-laws of the other corporation may prescribe, or, in the absence of an appropriate provision, as the board of directors of the other corporation may determine. B. Shares standing in the name of a deceased person may be voted by the decedent's administrator or executor. Shares standing in the name of a guardian, conservator, or trustee may be voted by such fiduciary, but no guardian, conservator, or trustee shall be entitled, as such fiduciary, to vote shares held by such fiduciary without a transfer of such shares into the fiduciary's name. C. Shares standing in the name of a receiver may be voted by the receiver. Shares held by or under the control of a receiver may be voted by the receiver without transfer thereof into the receiver's name if the authority so to do is contained in an appropriate order of the court by which the receiver was appointed. D. A stockholder whose shares are pledged shall be entitled to vote the pledged shares unless, in the transfer by the pledgor on the corporation's books, the pledgor has expressly empowered the pledgee to vote thereon, in which case only the pledgee may vote thereon. E. Shares of its own capital stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor counted for quorum purposes; provided, however, that nothing herein shall be construed as limiting the right of the corporation to vote stock, including but not limited to its own capital stock, held by it in a fiduciary capacity. F. If shares are registered in the names of two or more persons, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is 3 given written notice to the contrary and is furnished with a copy of the instrument or order appointing such persons or creating the relationship so providing, their acts with respect to voting shall have the following effect: (a) if only one votes, the voter's act binds all; (b) if more than one votes, the act of the majority so voting binds all; (c) if the vote is evenly split, each faction may vote on the stock proportionately unless otherwise ordered by a court pursuant to the laws of the State of Delaware. If an instrument showing that tenancy is held in unequal shares is filed with the Secretary, a majority or even-split shall be determined by interest. Section 10. List of Stockholders. A complete list of the stockholders entitled to vote at each meeting of the stockholders, arranged in alphabetical order and the number of shares registered in the name of each stockholder, shall be prepared by the Secretary or other officer of the corporation having charge of the stock ledger, at least ten days before the meeting. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city, town, or village where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held, and the list shall be produced and kept at the time and place of the meeting during the whole time thereof for inspection by any stockholder who may be present. Section 11. Inspectors. At any meeting of the stockholders, the chairman of the meeting may, or upon the request of any one or more stockholders or proxies holding or representing not less than ten percent of the outstanding shares shall, appoint one or more persons as inspectors for such meeting. Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do all such other acts as are proper to conduct the election and voting with impartiality and fairness. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof. Section 12. Informal Action by Stockholders. Except as otherwise provided by the Certificate of Incorporation, any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a written consent, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. 4 ARTICLE III DIRECTORS Section 1. Power, Number, and Term of Directors. Except as otherwise provided by law or the Certificate of Incorporation, the property, affairs, and business of the corporation shall be managed by its board of directors, consisting of not less than one nor more than ten persons, as fixed from time to time by resolution of the board of directors or stockholders. Subject to Section 3 of Article II above, directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve for one year and until the director's successor is elected and qualified or until the director's earlier resignation or removal. The directors shall have power, from time to time and at any time when the stockholders as such are not assembled in a meeting, to increase or decrease their own number by an amendment to these by-laws. If the number of directors is increased, the additional directors may be elected by a majority of the directors in office at the time of the increase, or if not so elected prior to the next meeting of the stockholders, the additional directors shall be elected by the stockholders. Directors need not be stockholders of the corporation. Section 2. Quorum. A majority of the members of the board of directors in office shall constitute a quorum for the transaction of business; provided, however, a majority of directors then in office shall constitute a quorum for filling a vacancy on the board. If at any meeting of the board of directors a quorum shall not be present, a majority of the directors present may, without further notice, adjourn the meeting from time to time until a quorum shall have been obtained. Section 3. Vacancies. In case one or more vacancies shall occur in the board of directors by reason of death, resignation, or otherwise, except insofar as otherwise provided in the case of a vacancy or vacancies occurring by reason of removal by the stockholders, the remaining directors, although less than a quorum, may by a vote of the majority of the directors then in office elect a successor or successors for the unexpired term or terms. Section 4. Meetings. Meetings of the board of directors, annual, regular, and special, shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolution of the board of directors or as may be specified in the notice of meeting. Regular meetings of the board of directors shall be held at such times as may from time to time be fixed by resolution of the board of directors, and no notice (other than the resolution) need be given as to any regular meeting. Special meetings may be held at any time upon the call of the Chairman, the President, any Vice President, or the Secretary, or any two directors, by oral, telegraphic, or written notice duly served on or sent or mailed to each director not less than two days before the meeting. An annual meeting of the board of directors shall be held without notice immediately after, and at the same place as, the annual meeting of the stockholders. Meetings may be held at any time without notice if all the directors are present or if, at any time before or after the meeting, those not present waive notice of the meeting in writing. Section 5. Attendance by Communications Equipment. Unless otherwise restricted by the Certificate of Incorporation, members of the board of directors or of any committee designated by the board may participate in a meeting of the board or any such committee by means of conference telephone or similar communications equipment whereby all persons participating in 5 the meeting can hear each other. Participation in any meeting by such means shall constitute presence in person at such meeting. Section 6. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to the action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward his written dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a director who voted in favor of the action. Section 7. Committees. The board of directors may, in its discretion, by the affirmative vote of a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of the absent or disqualified member. Except as otherwise provided by law or these by-laws, any committee, to the extent provided by resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation. No committee shall have or exercise the powers and authority of the board of directors with respect to filling vacancies among the directors or in any committee of the directors; amending the Certificate of Incorporation; adopting an agreement of merger or consolidation; recommending to the stockholders the sale, lease, or exchange of all or substantially all of the corporation's property and assets; recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution; amending the by-laws; or, unless the resolution of the board of directors expressly so provides, declaring a dividend or authorizing the issuance of stock. A majority of the members of a committee may determine its action and fix the time and place of its meetings, unless the board of directors shall otherwise provide. The board of directors shall have the power at any time to fill vacancies in, to change the membership of, or to discharge any committee. Section 8. Dividends and Reserves. Subject to the laws of the State of Delaware and the Certificate of Incorporation, the board of directors shall have full power to determine whether any, and if any, what part of any, funds legally available for the payment of dividends shall be declared in dividends and paid to the stockholders. The division of the whole or any part of funds legally available shall rest wholly within the lawful discretion of the board of directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise. The board of directors may set apart out of funds legally available for the payment of dividends a reserve or reserves for any proper purpose, and may from time to time, in its absolute judgment and discretion, increase, abolish, diminish, and vary any reserve or reserves so set apart. Section 9. Removal of Directors. At any duly called and held special meeting of the stockholders, any director or directors may, by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote in an election of directors, be removed from office, either with or without cause; provided, however, that, if the stockholders of the corporation 6 are entitled under the provisions of the Certificate of Incorporation to exercise cumulative voting rights in the election of directors, then no removal shall be effective if the holders of that proportion of the shares of stock outstanding and entitled to vote for an election of directors as could elect to the full board as then provided by these by-laws the director or directors sought to be removed shall vote against removal. The successor or successors to any director or directors so removed may be elected by the stockholders at the meeting at which removal was effectuated. The remaining directors may, to the extent vacancies are not filled by election by the stockholders, fill any vacancy or vacancies created by the removal. Section 10. Informal Action. Any action required or permitted to be taken at any meeting of the board of directors or any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the board or of the committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or the committee. ARTICLE IV WAIVER OF NOTICE Whenever, by law, the Certificate of Incorporation, or these by-laws, notice is required to be given, a written waiver thereof signed by the person entitled to notice, whether before or after the date of the meeting, shall be deemed equivalent to notice. Attendance of a person at a meeting of the stockholders, the board of directors, or any committee designated by the board of directors shall constitute a waiver of notice of the meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or any committee designated thereby need be specified in any written waiver of notice unless so required by law, the Certificate of Incorporation, or these by-laws. ARTICLE V OFFICERS Section 1. Number. The board of directors shall elect a President and a Secretary and, from time to time, may elect a Chairman of the Board of Directors, a Treasurer, one or more Vice Presidents, and such Assistant Secretaries, Assistant Treasurers and other officers, agents, and employees as it may deem proper. Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person Section 2. Term and Removal. The term of office of each officer shall be one year and until the officer's successor is elected, but any officer may be removed from office, either with or without cause, at any time by the affirmative vote of a majority of the members of the board of directors then in office. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the board of directors. 7 Section 3. Delegation. The officers of the corporation will from time to time receive written grants of authority from the corporation's parent to engage in certain transactions on behalf of the corporation (a "Delegation"). All actions taken by the officers of the corporation pursuant to a Delegation will at all times be subject to the limitations set forth therein. The officers of the corporation may subdelegate in writing the authority granted to them by a Delegation to the officers of the corporation's subsidiaries. Section 4. Chairman of the Board of Directors. The Chairman of the Board of Directors, if a Chairman of the Board of Directors has been elected and is serving, shall be the chief executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. The Chairman shall preside at all meetings of the stockholders and of the board of directors. The Chairman shall have the authority to sign certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which require the Chairman's signature, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. In general, the Chairman shall perform all duties incident to the office of Chairman of the Board of Directors and chief executive officer of the corporation and such other duties as may be prescribed by the board of directors from time to time. Section 5. The President. The President shall be the chief operating officer of the corporation and shall, subject to the direction and control of the board of directors, in general supervise and control all of the operations of the corporation. In the absence of the Chairman, the President shall preside at all meetings of the stockholders and of the board of directors. In the absence of the Chairman or in the event of the Chairman's inability or refusal to act, the President shall perform the duties of the Chairman and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. The President may sign certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which require the President's signature, except in cases where the execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise executed. In general, the President shall perform all duties incident to the office of President and chief administrative officer of the corporation and such other duties as may be prescribed from time to time by the board of directors or the Chairman. Section 6. Vice Presidents. In the absence of the President or in the event of the President's inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, including, without limitation, the duties of the Chairman if and as assumed by the President as a result of the absence of the Chairman or the Chairman's inability or refusal to act, and the Vice President, when so acting, shall have all of the powers and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties as from time to time may be assigned to the Vice President by the Chairman, the President, or the board of directors. The authority of Vice Presidents to sign in the name of the Corporation certificates for shares of the Corporation and deeds, mortgages, bonds, contracts, or other instruments shall be coordinate with like authority of the President. Section 7. Treasurer. If required by the board of directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer's duties in such sum and with such surety or sureties 8 as the board of directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these by-laws. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Chairman, the President, or the board of directors. Section 8. Secretary. The Secretary shall: (a) keep records of corporate action, including the minutes of meetings of the stockholders and the board of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (e) sign, with the Chairman, the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the board of directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Chairman, the President, or the board of directors. Section 9. Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers shall, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine. The Assistant Secretaries as thereunto authorized by the board of directors may sign, with the Chairman, the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by a resolution of the board of directors. The Assistant Treasurers and Assistant Secretaries in general shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President, the Chairman, or the board of directors. ARTICLE VI STOCK CERTIFICATES Section 1. Form of Stock Certificates. The interest of each stockholder of the corporation shall be evidenced by certificates for shares of stock, certifying the number of fully-paid shares represented thereby and in such form, not inconsistent with the Certificate of Incorporation, as the board of directors may from time to time prescribe. Section 2. Execution and Issuance of Certificates of Stock. Stock certificates shall be signed by the Chairman or a Vice-Chairman of the Board of Directors or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary and be sealed with the seal of the corporation. Such seal may be a facsimile, engraved or printed. If any stock certificate is signed by a transfer agent or a registrar, other than the corporation or its employees, the signatures of the Chairman, the President, a Vice President, the Secretary, or an Assistant Secretary upon such certificate may be facsimiles, engraved or printed. In case any such officer who has signed, or whose facsimile signature has been placed upon, a stock certificate shall 9 have ceased to be such before such certificate is issued, it may be issued by the corporation with the same effect as if such officer had not ceased to be such at the time of its issuance. Section 3. Transfer of Certificates of Stock. Except as otherwise provided by the Certificate of Incorporation or these by-laws, any certificate for shares of the Corporation shall be transferable in person or by attorney upon the surrender thereof to the corporation or any transfer agent therefor properly endorsed for transfer and accompanied by such assurances as the corporation or such transfer agent may require as to the genuineness and effectiveness of each necessary document. Section 4. Fixing the Date for Determination of Stockholders of Record. To determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or any other distribution or allotment of any rights, or entitled to exercise any rights, in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix in advance a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. To determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix in advance a record date, which shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. No record date shall precede the date upon which the resolution fixing such date is adopted by the board of directors. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the board of directors fixes a new record date for the adjourned meeting. Section 5. Failure to Fix Record Date. If no record date is fixed in accordance with Section 4 of this Article VI: A. The record date for determining stockholders entitled to notice or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or if the notice is waived, at the close of business on the day next preceding the day on which the meeting is held. B. The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to the place where the proceedings of the corporation are recorded and the custodian of such proceedings. When prior action by the board of directors is required by law, the record date shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action. C. The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto. Section 6. Lost, Stolen, or Destroyed Stock Certificates. No stock certificate representing shares of the corporation shall be issued in place of any certificate alleged to have been lost, stolen, or destroyed except upon delivery to the corporation of such evidence as the board of 10 directors may in its discretion require. The board of directors may also require a bond to be delivered to the corporation upon such terms and secured by such surety as the board shall deem fit. Section 7. Transfer Agent and Registrar. The board of directors may appoint one or more transfer agents or one or more transfer clerks and one or more registrars and may require all stock certificates to bear the signature or signatures of any of them. Section 8. Examination of Books by Stockholders. The board shall have power to determine, from time to time, whether and to what extent and at what times and places and under what conditions and regulations the accounts and books and documents of the corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right to inspect any account or book or document of the corporation except as otherwise, and only to the extent, provided by law. ARTICLE VII INTEREST OF DIRECTORS OR OFFICERS IN CERTAIN TRANSACTIONS Section 1. Action or Criteria Required. No contract or transaction between the corporation and one or more of its directors or officers, and no contract or transaction between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transaction, or solely because the vote of an interested director is counted for such purposes, if: A. the material facts as to the director's relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or B. the material facts as to the director's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or C. the contract or transaction is fair as to the corporation as to the time it is authorized, approved, or ratified, by the board of directors, a committee thereof, or the stockholders. Section 2. Effect of Quorum. Common or interested directors may be counted in determining the presence of a quorum at any meeting of the board of directors or of a committee thereof. 11 ARTICLE VIII INDEMNIFICATION OF OFFICERS AND DIRECTORS Section 1. Power to Indemnify. The corporation shall indemnify any person who is or was a director or officer of the corporation to the fullest extent permitted by law. The corporation shall have the power to indemnify any person who is or was an employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including an employee benefit plan), to the fullest extent permitted by law. For purpose of this Article VIII, the term "officer" shall mean the Chairman of the Board, President, Treasurer, Secretary, any Vice President of the corporation, and such other officers as are determined to be entitled to indemnification by resolution of the board of directors. Section 2. Advancement of Expenses. Expenses (including attorneys' fees) incurred by a current of former director or officer in defending any civil, criminal, administrative, or investigative action, suit, or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall be ultimately determined that such person is not entitled to be indemnified by the corporation. Such expenses (including attorneys' fees) incurred by employees or agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. Section 3. Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including an employee benefit plan), against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under applicable law. Section 4. Other Rights. The rights to indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. ARTICLE IX FISCAL YEAR The fiscal year of the corporation shall be as determined by the board of directors of the corporation. In the absence of such determination, the fiscal year of the corporation shall be the calendar year. 12 ARTICLE X CORPORATE SEAL The board of directors may provide a suitable seal, including duplicates thereof, containing the name of the Corporation. ARTICLE XI AMENDMENTS These by-laws shall be subject to alteration, amendment, or repeal, and new by-laws, not inconsistent with any provision of law or the Certificate of Incorporation, may be made, either by the affirmative vote of a majority of the whole board of directors at any meeting thereof or, if the power to make, amend, alter or repeal the by-laws shall not have been granted to the board of directors in the Certificate of Incorporation, by the affirmative vote of the holders of a majority in interest of the stockholders of the corporation present in person or by proxy at any annual or special meeting and entitled to vote thereat, a quorum being present. Notice of the proposal to make, alter, amend, or repeal the by-laws of the corporation shall be included in the notice of such meeting of the board of directors or of the stockholders, as the case may be. 13 EX-3.5 6 w56437ex3-5.txt ARTICLES OF INCORPORATION BATH IRON WORKS Exhibit 3.5 STATE OF MAINE BATH IRON WORKS CORPORATION RESTATED ARTICLES OF INCORPORATION (RESTATEMENT BY SHAREHOLDERS VOTING AS SEPARATE CLASS) PURSUANT TO 13-A MRSA SECTION 809, THE UNDERSIGNED CORPORATION ADOPTS THESE ARTICLES OF RESTATEMENT. FIRST: As set out in detail in "THIRD", one or more classes of shares of the corporation were entitled to vote as a separate class on the restatement of its articles of incorporation set forth in Exhibit A attached hereto. SECOND: The restatement set out in Exhibit A attached was adopted by the shareholders (Circle one) A. at a meeting legally called and held on, OR September 13, 1995. B. by unanimous written consent on THIRD: On said date, the number of shares of each class outstanding and entitled to vote on said restatement (whether or not entitled to vote as a separate class), the manner in which each such class was entitled to vote (whether or not as a separate class), and the number of shares voted for and against said restatement, respectively, were as follows:

FOURTH: If said restatement provides for exchange, reclassification or cancellation of issued shares the manner in which the same shall be effected is contained in Exhibit B attached hereto, if it is not set forth in the restatement itself. FIFTH: If said restatement effects a change in the number of par values of authorized shares the number of shares which the corporation has authority to issue after giving effect to said restatement, is as follows:

The aggregate par value of all such shares (of all classes and series) having par value is $1,000.00. The total number of all such shares (of all classes and series) without par value is 0 shares. SIXTH: Address of the registered office in Maine: 700 Washington Street, Bath, Maine 04530. ----------------------------------- MUST BE COMPLETED FOR VOTE BATH IRON WORKS CORPORATION OF SHAREHOLDERS --------------------------------- --------------------------------- (Name of Corporation) I certify that I have custody of By* the minutes showing the above ______________________________ action by the shareholders. (signature) Mark L. Haley, Clerk _________________________________ _________________________________ (signature of clerk) (type or print name and capacity) By* ______________________________ (signature) Dated: September 25, 1995 _________________________________ ________________________ (type or print name and capacity) - ----------------------------- * In addition to any certification of custody of minutes this document MUST be signed by (1) the Clerk OR (2) the President or a vice-president AND the Secretary, an assistant secretary or other officer the bylaws designate as second certifying officer OR (3) if no such officers, a majority of the directors or such directors designated by a majority of directors then in office OR (4) if no directors, the holders, or such of them designated by the holders of record of a majority of all outstanding shares entitled to vote thereon OR (5) the holders of all outstanding shares. NOTE: This form should not be used if any class of shares is entitled to vote as a separate class for any of the reasons set out in Section 806, or because the articles so provide. For vote necessary for adoption see Section 805. 2 EXHIBIT A RESTATEMENT OF THE ARTICLES OF INCORPORATION OF BATH IRON WORKS CORPORATION Pursuant to 13-A MRSA Section 809, the undersigned corporation adopts these Restated Articles of Incorporation. FIRST: The name of the corporation is Bath Iron Works Corporation and its principal business location in Maine is 700 Washington Street, Bath, Maine 04530. SECOND: The name of its Clerk, who must be a Maine resident, and the registered office shall be Mark L. Haley, Bath Iron Works Corporation, 700 Washington Street, Bath, Maine 04530. THIRD: 1. The board of directors is authorized to increase or decrease the number of directors. 2. The minimum number to which the board may decrease the number of directors who shall constitute the whole board shall be one director and the maximum number to which the board may increase the number of directors who shall constitute the whole board shall be nine directors. FOURTH: There shall be only one class of shares which shall be entitled Common Shares. The par value of each Common Share shall be $1.00. The number of Common Shares authorized shall be 1000. The aggregate par value of all authorized Common Shares is $1,000.00. FIFTH: Meetings of shareholders may be held outside the State of Maine. SIXTH: There are no preemptive rights. 3 EXHIBIT B The Corporation currently has issued and outstanding 1,000 shares of Common Stock, $1.00 par value ("Common Stock"), and 1,654,625 shares of 13% Redeemable Exchangeable Cumulative Preferred Stock, $100.00 par value ("Preferred Stock"). Effective upon the filing of the Restated Articles of Incorporation of the Corporation, each share of Preferred Stock of the Corporation outstanding immediately prior to such effective time shall, without any action on the part of the holder thereof, be cancelled. 4 EX-3.6 7 w56437ex3-6.txt BY-LAWS OF BATH IRON WORKS Exhibit 3.6 AMENDED AND RESTATED BYLAWS OF BATH IRON WORKS CORPORATION ADOPTED AS OF SEPTEMBER 15, 2000 Table of Contents

i Table of Contents (continued)

ii Table of Contents (continued)

iii AMENDED AND RESTATED BYLAWS OF BATH IRON WORKS CORPORATION ADOPTED AS OF SEPTEMBER 15, 2000 ARTICLE I Articles of Incorporation, Office, Location, Seal and Section Headings Section 1. Articles of Incorporation. The name of this corporation shall be as set forth in the Articles of Incorporation. References in these bylaws to the Articles of Incorporation shall mean this corporation's Articles of Incorporation as from time to time in effect. Reference in these bylaws to the Maine Business Corporation Act and to particular sections of said Act are to said Act and said sections as from time to time in effect. Section 2. Office and Location. The registered office shall be that office specified in the Articles of Incorporation. This corporation is located in the State of Maine at that place specified in the Articles of Incorporation. The principal office and place of business of this corporation shall be at such place as the Board of Directors shall fix, and the corporation may have such other offices and places of business, both within and without the State of Maine as the Board of Directors may from time to time fix or as the business of the corporation may from time to time require. Section 3. Seal. The seal of this corporation shall be circular in form with the name of the corporation, the word "Maine" and the year of its incorporation so engraved on its face that it may be embossed on paper by pressure, provided that the Board of Directors may adopt a wafer seal in any form in respect of any particular document or instrument, in which case such wafer seal affixed to such document or instrument shall be the corporate seal of this corporation thereon for all purposes provided by law. Section 4. Section Headings. The headings of Articles and Section in these bylaws are for convenience only and shall not be taken in account in construing these bylaws. ARTICLE II Annual Meeting of Shareholders Section 1. Place. All meetings of shareholders for the election of Directors shall be held at the registered office of the corporation unless the Board of Directors shall fix some other place within the State of Maine (or outside of the State of Maine if permitted by the Articles of Incorporation) for such meetings. Section 2. Date. Annual meetings of shareholders shall be held on the seventh of May in each year, if not a legal holiday, and if a legal holiday, then on the next business day following, at such hour as may be fixed by the President or Board of Directors at which the shareholders shall elect a Board of Directors and transact such other business as may be brought before the meeting. If for any reason such annual meeting is not held on the date specified herein, a substitute annual meeting may be held at any time following such date in lieu thereof, and any business transacted or elections held at such substitute annual meeting shall be valid as if transacted or held at the annual meeting. Such substitute annual meeting may be called in the same manner and by the person or persons prescribed for calling special meetings of shareholders. Section 3. Notice. Unless waived in the manner prescribed by the Maine Business Corporation Act, written notice of the annual meeting or substitute annual meeting stating the place, day and hour thereof shall be given in the manner prescribed by the Maine Business Corporation Act, including without limitation Section 604 thereof. 2 ARTICLE III Special Meetings of Shareholders Section 1. Place and Date. Special meetings of shareholders for any purpose or purposes may be held at such time and place, within the State of Maine (or outside the State of Maine if permitted by the Articles of Incorporation), as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Call. Special meetings of the shareholders for any purpose or purposes may be called by the Clerk or such other officer or officers, Directors or shareholders who by Section 603 of the Maine Business Corporation Act are empowered to call special meetings of shareholders. Section 3. Notice. Unless waived in the manner prescribed by the Maine Business Corporation Act, written notice of a special meeting of shareholders, stating the place, day, and hour thereof, and the purpose or purposes for which the meeting is called, shall be delivered in the manner prescribed by the Maine Business Corporation Act, including without limitation Section 604, 805, 902 and 1003 thereof. ARTICLE IV Quorum and Voting of Shares Section 1. Quorum. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by the Maine Business Corporation Act. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented or represented by proxy shall have the power to adjourn the meeting from time to time, without notice (except as otherwise provided by the Maine Business Corporation 3 Act) other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. Section 2. Voting Rights. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in the manner prescribed by the Maine Business Corporation Act, including without limitation Sections 613, 614 and 615 thereof. Section 3. Action by Consent. Any action required or permitted by law to be taken at any annual or special meeting of shareholders may be taken without a meeting if written consents, setting forth the action so taken, are signed by the holders of all outstanding shares entitled to vote on such action and are filed with the Clerk of the corporation as part of the corporate records. Such written consents may contain statements in the form of, and in any case shall have the same effect as, unanimous vote or votes of the shareholders and may be stated as such in any certificate or document required or permitted to be filed with the Secretary of the State of Maine, and in any certificate or document prepared or certified by any officer of the corporation for any purpose. ARTICLE V Directors Section 1. Number, Qualification and Term. The number of Directors shall be fixed by the Board of Directors within the limits and in the manner prescribed in the Articles of Incorporation. Directors need not be residents of the State of Maine nor shareholders of the corporation. The Directors shall be elected at the annual meeting of the shareholders, and 4 each Director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. Section 2. Vacancies, Resignation and Removal. Any vacancy in the Board of Directors including newly created directorships created by increase in the number of Directors, may be filled by a majority of the remaining Directors. Any Director may resign his office by delivering a written resignation to the President or Clerk. Directors may be removed from office in the manner prescribed by the Maine Business Corporation Act, including without limitation Section 707 thereof. Section 3. Powers. The Board of Directors shall manage and control the business, property and affairs of the corporation. In the management and control of the business, property and affairs of the corporation, the Board of Directors is hereby vested with all of the powers and authority of the corporation itself, so far as not inconsistent with the Maine Business Corporation Act or other laws of the State of Maine, the Articles of Incorporation or these bylaws. Section 4. Compensation. The Board of Directors, by the affirmative vote of a majority of the Directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all Directors for services to the corporation as Directors, officers or otherwise. ARTICLE VI Meetings of the Board of Directors Section 1. Annual Meeting. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the shareholders at their meeting electing them, or if no such time and place are so fixed, said first meeting shall be held at the place of and immediately following such meeting of shareholders. In either event, 5 no notice of such meeting shall be necessary. Such meeting of the Directors may also convene at such place and time as shall be fixed by the consent in writing of all the Directors. Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held upon such notice, or without notice, and at such time and place as shall from time to time be fixed by the Board. Unless otherwise specified by the Board, no notice of such regular meetings shall be necessary, except as otherwise provided by Maine Business Corporation Act, including without limitation Section 601 thereof. Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the President, Clerk, Secretary or any other person or persons authorized by the Maine Business Corporation Act to call such meetings. The person or persons calling the special meeting shall fix the time and place thereof. Unless notice of a special meeting is waived in the manner prescribed by the Maine Business Corporation Act, notice of each special meeting of the Board of Directors shall be given by the Clerk, Secretary or the person or persons calling the special meeting. It shall be sufficient notice to a Director of a special meeting to send notice by mail at least 48 hours, or by telegram at least 24 hours, before the meeting addressed to him at his usual or last known business or residence address, or to give notice to him in person or by telephone at least 24 hours before the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of the meeting, except as otherwise required by the Maine Business Corporation Act, including without limitation Section 601 thereof. The giving of notice of a special meeting of the Board of Directors by the person or persons authorized to call the same shall constitute the call thereof. 6 Section 4. Attendance as Waiver of Notice. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose, stated at the commencement of the meeting, of objecting to the transaction of any business because the meeting is not lawfully called, noticed or convened. Section 5. Quorum and Vote Required. At any meeting of the Directors, a majority of the Directors then in office shall constitute a quorum for the transaction of business. The Directors present at a duly called or held meeting at which a quorum was once present may continue to do business and take action at the meeting notwithstanding the withdrawal of enough Directors to leave less than a quorum. Any meeting may be adjourned from time to time by a majority of the vote cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice if the time and place to which it is adjourned is fixed and announced at such meeting. The vote of a majority of the Directors present at a meeting at which a quorum is present shall be that of the Board of Directors unless the vote of a greater number is required by these bylaws of the Maine Business Corporation Act. Section 6. Action by Consent. Any action required or permitted to be taken at a meeting of the Directors, or of a committee of the Directors, may be taken without a meeting if all of the Directors, or all the members of the committee, as the case may be sign written consents setting forth the action taken or to be taken, at any time before or after the intended effective date of such action. Such consents shall be filed with the minutes of the Directors' meetings or committee meetings, as the case may be, and shall have, and may be stated by any officer of the corporation to have, the same effect as a unanimous vote or resolution of the Board of Directors at a legal meeting thereof. Any such action taken by unanimous written consents may, but need not be, set forth in such consents in the form of resolutions or votes. 7 Section 7. Telephone Meetings. Members of the Board of Directors or of any committee designated thereby may participate in a meeting of the Board or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participating in a meeting in such manner by any member who does not object at the beginning of such meeting to the holding thereof in such manner shall constitute presence in person at such meeting. ARTICLE VII Executive Committee Section 1. Executive Committee. The Board of Directors by a resolution adopted by a majority of the full Board of Directors then in office may designate from among its members an executive committee consisting of two or more Directors, and may delegate to such executive committee all the authority of the Board of Directors in the management of the corporation's business and affairs, except as limited by the Maine Business Corporation Act, including, without limitation Section 713 thereof or the resolution establishing the executive committee or any other resolution thereafter adopted by the Board of Directors. Vacancies in the membership of the executive committee shall be filled by resolution adopted by a majority of the full Board of Directors then in office. The executive committee shall keep regular minutes of its proceedings and report the same to the Board of Directors. Members of the executive committee may be removed from office, with or without cause, by resolution adopted by a majority of the full Board of Directors then in office. So far as practicable, the provisions of these bylaws relating to the calling, noticing and conduct of meetings of the Board of Directors shall govern the calling, noticing and conduct of meetings of the executive committee. 8 ARTICLE VIII Officers Section 1. Number. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Treasurer, and a Secretary. The Board of Directors may also elect one or more Vice-Presidents (one or more of whom may be designated by the Board of Directors as Executive Vice-President or Senior Vice-President) and one or more Assistant Secretary and Assistant Treasurer. Section 2. When Chosen. The Board of Directors at its initial meeting after the incorporation of the corporation and at each regular meeting held after each annual meeting of shareholders shall choose such officers, none of whom need be a member of the Board. Section 3. Additional Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. Section 4. Vacancies, Term and Removal. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors, with or without cause. Any vacancy occurring in an office of the corporation may be filled by the Board or Directors. Section 5. Delegation. The officers of the corporation will from time to time receive written grants of authority from the corporation's parent to engage in certain transactions on behalf of the corporation (a "Delegation"). All actions taken by the officers of the corporation pursuant to a Delegation will at all times be subject to the limitations set 9 forth therein. The officers of the corporation may subdelegate in writing the authority granted to them by a Delegation to the officers of the corporation's subsidiaries. Section 6. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the shareholders and of the Board of Directors and shall be accountable only to the Board of Directors. He shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. The execution by the Chairman of the Board of any instrument on behalf of the corporation shall be conclusive evidence as to third parties of his authority to do so. Section 7. Deputy Chairman. The corporation may have one or more Deputy Chairman, accountable only to the Board of Directors and the Chairman of the Board. The Deputy Chairman if any, or if there shall be more than one, the Deputy Chairmen, shall in the absence of or in the case of the disability of the Chairman of the Board perform the duties and exercise his power and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. The execution of any instrument of the Corporation by the Deputy Chairman shall be conclusive evidence as to third parties of his authority to act. Section 8. President. The President shall serve as the chief executive officer of the corporation, reporting only to the Board of Directors, and subject to these by-laws, shall have supervision and control over and responsibility for the general management and operation of the corporation and shall have such other powers and duties as may from time to time be prescribed by the Board provided that such duties are consistent with his position as the senior executive officer in charge of the general management of the corporation. He shall have authority to sign, execute and acknowledge on behalf of the corporation all deeds, mortgages, securities, contracts, leases, reports and all other documents or other instruments 10 necessary or proper to be executed in the course of the corporation's regular business, or which shall be authorized by resolution of the Board; and, except as otherwise provided by law or the Board, may authorize any agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. The execution by the President of any instrument on behalf of the Corporation shall be conclusive evidence, as to third parties, of his authority to do so. Section 9. Vice-Presidents. The Vice-President, if any, or if there shall be more than one, the Vice-Presidents in the order determined by the Board of Directors, shall, in the absence of or in the case of the disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. If the Board of Directors shall appoint or elect an Executive Vice-President, it shall be presumed that he is the Vice-President determined by the Board of Directors to act in case of the absence or disability of the President. Section 10. Secretary. The Secretary shall attend all meetings of the Board of Directors and record all the proceedings of the Board of Directors in a book kept for that purpose, and shall give notice of special meetings of the Board of Directors, and shall perform like duties for the executive committee. The Secretary shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He, or an Assistant Secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest to the same. The Secretary shall have such other powers and duties as are prescribed by law or by the Board of Directors. In the case of the absence of or disability of the Secretary, or if the corporation 11 shall have no Secretary, all of the powers of the Secretary may be exercised by the Assistant Secretary. Section 11. Assistant Secretaries. The Assistant Secretary, or if there be more than one, the Assistant Secretaries, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Secretary, perform the duties and exercise the power of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. Section 12. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation. Section 13. Assistant Treasurer. The Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers, in the order determined by the Board of Directors, shall, in the absence of or in case of the disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. 12 ARTICLE IX Voting Shares of Other Corporations Section 1. Voting Shares of other Corporations. The chairman of the board, if any, President, and Vice-President, Secretary and Treasurer of this corporation, in that order, shall have authority to vote shares of other corporations standing in the name of this corporation, and the President, Secretary or Clerk is authorized to execute in the name and on behalf of this corporation proxies appointing any one or more of the officers first above named, in the order above named, as the proxy agents. ARTICLE X Lost Certificates Section 1. Lost Certificates. The Board of Directors may direct a replacement or duplicate certificate for shares of this corporation to be issued in place of any certificate theretofore issued by the corporation alleged to have lost, destroyed or mutilated. When authorizing such issues of a new certificate, the Board of Directors in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation and its officers and agents from any claim that may be made against it with respect to any such certificate alleged to have been lost, destroyed or mutilated. The powers and the duties of the Board prescribed in this Article X may be delegated in whole or in part to any registrar or transfer agent. ARTICLE XI Transfers and Registration of Shares Section 1. Transfers of Shares. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be 13 issued to the person entitled thereto, and the old certificate cancelled and transaction recorded upon the books of the corporation, provided that the provisions of these bylaws, if any, respecting restrictions on sales or transfers of shares have been complied with. Section 2. Registered Shareholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof. ARTICLE XII Indemnification of Officers and Directors Section 1. Power to Indemnify. The corporation shall indemnify any person who is or was a director or officer of the corporation to the fullest extent permitted by law. The corporation shall have the power to indemnify any person who is or was an employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including an employee benefit plan), to the fullest extent permitted by law. For purpose of this Article XII, the term "officer" shall mean the Chairman of the Board, President, Treasurer, Secretary, any Vice President of the corporation, and such other officers as are determined to be entitled to indemnification by resolution of the board of directors. Section 2. Advancement of Expenses. Expenses (including attorneys' fees) incurred by a current or former director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an 14 undertaking by or on behalf of such director or officer to repay such amount if it shall be ultimately determined that such person is not entitled to be indemnified by the corporation. Such expenses (including attorneys' fees) incurred by employees or agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. Section 3. Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including an employee benefit plan), against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under applicable law. Section 4. Other Rights. The rights to indemnification and advancement of expenses provided by, or granted pursuant to, this Article XII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. ARTICLE XIII Fiscal Year Section 1. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. 15 ARTICLE XIV Execution of Documents Section 1. Execution of Documents. Unless the Board of Directors, executive committee or shareholders shall otherwise generally or in any specific instance provide: (a) any bill, note, check, or negotiable instrument may be executed or endorsed in the name and on behalf of the corporation by the President or Treasurer, acting singly, and (b) any other instrument, documents, deeds, bills of sale or other writings of whatever nature shall be executed in the name and on behalf of the corporation by the President or the Treasurer, acting singly, and either officer may seal, acknowledge and deliver the same. ARTICLE XV Restriction on Sales or Transfers of Shares Section 1. Restriction on Sales of Shares. If any shareholder of the corporation, his executor, administrator or any person, firm or corporation claiming by, through or under him, including without limitation any assignee for the benefit of creditors or trustee in bankruptcy or receiver, however appointed, of a shareholder, desires to sell for a sum or sums of money all or any part of the shares of the corporation owned by said shareholder or his legal representatives, and has received a bona fide offer therefore, the shareholder or other party desiring to sell the same shall first notify the Treasurer of the corporation in writing, stating the number of shares desired to be sold, the amount of the bona fide offer, and the name of the person to whom he desires to sell the same, and for a period of forty-five (45) days following receipt of such notice by the Treasurer, the corporation or any person or persons approved by the Board of Directors (the corporation or any such person or persons being hereinafter in this Article XV called the "optionee") shall have an option to purchase such shares for the amount of the bona fide offer so stated. 16 If the optionee does not exercise said option (and such option may be exercised by written notice of election to exercise, mailed postage prepaid to the person (even if deceased) in whose name said shares are registered within said forty-five (45) days period) within said period of forty-five (45) days, such shareholder or other party may sell and assign the number of shares stated in the notice to the person named therein at the price therein stated, provided said sale is made within seventy-five (75) days following the Treasurer's receipt of said original notice. The Board of Directors may waive the said period of forty-five (45) days and authorize the sale and transfer of the shares specified to the person named in the notice before the expiration of that period. Section 2. Restriction on Other Transfers of Shares. If any shareholder of this corporation, his executor, administrator or any person, firm or corporation claiming by, through or under him, including without limitation an assignee for the benefit of creditors or a trustee in bankruptcy or receiver, however appointed, of a shareholder, desires to transfer or otherwise dispose of (including without limitation gifts, transfers for a consideration other than money, sales not pursuant to bona fide offers, exchanges or dispositions by way of distribution pursuant to the terms of any will or trust) all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and such proposed transfer or other disposition is not controlled by Section 1 of this Article XV for any reason, the shareholder or party desiring to transfer or otherwise dispose of such shares shall first notify the Treasurer of the corporation in writing, stating the number of shares to be transferred or otherwise disposed of and the name of the person to whom the same are to be transferred or disposed of and the manner of or reason for such transfer or disposition, and the consideration (if any) to be received, and the optionee shall have the option to purchase such shares at the fair value thereof. In the event the party desiring to effect the transfer or 17 disposition and the optionee are unable to agree on the fair value of such shares within forty-five (45) days after receipt of such notice by the Treasurer, the fair value shall be determined by three appraisers, one to be chosen by the party desiring to effect the transfer (such choice to be made and announced in writing to the Treasurer within sixty (60) days after the receipt of such first mentioned notice by the Treasurer), one to be chosen by the Board of Directors (within 30 days of the choice of the first appraiser), and the third to be chosen by the two appraisers so chosen (within 15 days of the choice of the first two appraisers). If the party desiring to effect the transfer or disposition fails to choose an appraiser in the manner and within the time set forth in the preceding sentence, the fair value shall be determined by two appraisers, the first to be chosen by the Board of Directors and the second to be chosen by the first. In either such event, the decision of said appraisers or a majority thereof as to fair value shall be final, binding and conclusive upon all parties. The optionee's option pursuant to this Section 2 shall not expire until the expiration of a period of sixty (60) days after the determination of fair value by agreement or by the appraisers or a majority of them, or until thirty (30) days after any judgment with respect to appraisal hereunder or fair value has become final, whichever is later. If the optionee does not exercise said option within said period, the person desiring to effect the transfer or disposition may transfer or dispose of the number of shares stated in said original notice received by the Treasurer to the person named therein in the manner and for the consideration (if any) stated therein. The Board of Directors may waive the provisions of this Section 2 and authorize the immediate transfer and disposition of the shares to the person named in the notice. Section 3. Other Provisions. Nothing in Sections 1 or 2 of this Article XV shall in anyway limit or restrict the right of the owner of shares of this corporation to pledge the 18 same as security; provided, however, that any pledge of shares of this corporation shall be subject to and shall comply with the provisions of said Sections 1 and 2 prior to making any sale, transfer or other disposition of the pledged shares to any person other than the pledger or his legal representatives. Notwithstanding any other provisions of these bylaws, no shares of the corporation shall be sold, transferred or otherwise disposed of, nor transferred upon the books of the corporation, nor shall any purported purchaser, transferee or assignee thereof have any right to demand and require transfer of any shares of the corporation attempted to be sold or transferred to him, nor have or exercise any of the rights of a shareholder of this corporation, until after notice given in accordance with Sections 1 or 2 of this Article XV and until after expiration of the option of the optionee or express waiver thereof by the Board of Directors as therein provided. All certificates for shares issued by the corporation shall have the following legend conspicuously printed, typewritten or stamped thereon: "Transfers of the shares represented by this certificate are subject to and may be made only upon compliance with the provisions of Sections 1 or 2 of Article XV of the bylaws of the corporation relating to restriction on sales or transfers of shares." The foregoing provisions of this Article XV to the contrary notwithstanding, the provisions of this Article XV shall not apply to any intervivos or testamentary gift of shares of this corporation by the owner thereof to his or her spouse and/or children, outright or in trust, and any such gift and the transfer of the shares in implementation thereof, may be made at any time without the need for any appraisal, and no option shall arise by reason of such gift or implementing transfer. 19 ARTICLE XVI Amendments Section 1. Amendments. The Board of Directors shall have the power to alter, amend or repeal these bylaws, and to adopt new bylaws, provided that the notice of any regular or special meeting at which such action is to be taken shall either set out the text of the proposed new bylaw, amendment or bylaw be repealed, or shall summarize the changes to be effected by such adoption, amendment or repeal, and provided further that the shareholders may amend or repeal a bylaw provision adopted by the Board of Directors and in such case the Board of Directors may not, for two years thereafter, amend or readopt the bylaw provision thus amended or repealed by the shareholders. 20 EX-3.7 8 w56437ex3-7.txt RESTATED CERT. OF INC. ELECTRIC BOAT COMPANY Exhibit 3.7 RESTATED CERTIFICATE OF INCORPORATION OF ELECTRIC BOAT CORPORATION -------------------- PURSUANT TO SECTIONS 242 AND 245 OF THE DELAWARE GENERAL CORPORATION LAW -------------------- Electric Boat Corporation, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: 1. The original Certificate of Incorporation was filed with the Secretary of State of Delaware on October 11, 1995. 2. This Restated Certificate of Incorporation restates, integrates and also further amends the Certificate of Incorporation of the Corporation, as heretofore in effect. This Restated Certificate of Incorporation has been adopted by the Board of Directors and by the affirmative unanimous vote of the stockholders of the Corporation pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, and is as follows: FIRST: The name of the corporation (hereinafter called the "corporation") is Electric Boat Corporation. SECOND: The address, including street number, city, and county, of the registered office of the corporation in the State of Delaware is 1013 Centre Road, City of Wilmington, 19805. County of New Castle and the name of the registered agent of the corporation in the State of Delaware at such address is Corporation Service Company. THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock which the corporation shall have authority to issue is 1000, with a par value of $1.00 per share. All such shares are of one class and are shares of Common Stock. FIFTH: The corporation is to have perpetual existence. SIXTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver of receivers appointed for this corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class or stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation. SEVENTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided: 1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. No election of directors need be by written ballot. 2. After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of Section 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of Section 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation. EIGHTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this paragraph by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification. Nothing herein shall limit or otherwise affect the obligation or right of the Corporation to indemnify its directors pursuant to the provisions of this Certificate of Incorporation, the by-laws of the Corporation or as may be permitted by the General Corporation Law of the State of Delaware. NINTH: The board of directors of the Corporation may, by resolution adopted from time to time, indemnify such persons as permitted by the General Corporation Law of the State of 2 Delaware as amended from time to time. The board of directors of the Corporation may, by resolution adopted from time to time, purchase and maintain insurance on behalf of such persons as permitted by the General Corporation Law of the State of Delaware as amended from time to time. TENTH: The corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware. ELEVENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH. Signed on 3 February 1999. ELECTRIC BOAT CORPORATION By: /s/ Margaret N. House ______________________________ Its: Secretary ______________________________ 3 EX-3.8 9 w56437ex3-8.txt BY-LAWS OF ELECTRIC BOAT CORPORATION Exhibit 3.8 AMENDED & RESTATED BY-LAWS OF ELECTRIC BOAT CORPORATION ADOPTED AS OF SEPTEMBER 15, 2000 ARTICLE I OFFICES Section 1. Registered Office and Agent. The name of the corporation's registered agent and the office of its registered office in the State of Delaware are as follows: Corporation Service Company Section 2. Principal Office. The address of the principal office of the corporation is as follows: 2711 Centerville Road, Suite 400 Wilmington, Delaware 19808 Section 3. Other Offices. The corporation may also have an office or offices at such other place or places, within or without the State of Delaware, as the board of directors may from time to time designate or the business of the corporation may require. ARTICLE II STOCKHOLDERS Section 1. Annual Meetings. The annual meeting of the stockholders shall be held at such time and place and on such date in each year, within or without the State of Delaware, as may be determined by the board of directors and as shall be designated in the notice of the meeting. Section 2. Purposes of Annual Meeting. The annual meeting of the stockholders shall be held for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting, notice of which shall be given in the notice of the meeting. Section 3. Failure to Elect Directors at Annual Meeting. If the election of directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as convenient. At such meeting, the stockholders may elect directors and transact other business with the same force and effect as at an annual meeting. Section 4. Special Meetings. Special meetings of the stockholders shall be held at such time and place and on such date in each year, within or without the State of Delaware, as may be determined by the person or persons calling the meeting and as shall be designated in the notice of the meeting. Special meetings of the stockholders may be called by the board of directors, the Chairman of the Board of Directors (sometimes hereafter in these by-laws, the "Chairman"), or the President and shall be called by the Chairman, the President, or the Secretary at the request in writing of stockholders owning at least one-fifth of the issued and outstanding shares of capital stock of the corporation entitled to vote. Calls for such meetings shall specify the purposes thereof and no business other than that specified in the call shall be considered at any special meeting. Section 5. Notice of Meetings and Adjourned Meetings. Unless waived as provided below, and except as provided in Section 230 of the General Corporation Law of the State of Delaware, not less than ten nor more than sixty days before any stockholders' meeting, the Chairman, the President, the Secretary, or an Assistant Secretary shall give each stockholder entitled to vote at the meeting written notice of the place, date, and hour of the meeting and the purpose or purposes for which the meeting is called. Such notice shall be mailed to each stockholder at his address as it appears on the corporation's records. When a meeting is adjourned to another time or place, notice need not be given if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken. If the adjournment is for a period of more than thirty days, or if, after the adjournment, a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote. Except as otherwise expressly provided by statute, no publication of any notice of a stockholders' meeting shall be required. Any stockholder, either before or after any meeting, may waive any notice required to be given by law or pursuant to these by-laws. Section 6. Quorum. Except as otherwise provided by law or the Certificate of Incorporation, the presence, in person or by proxy, of the holders of record of a majority of the shares of the capital stock of the corporation then issued and outstanding and entitled to vote at the meeting shall constitute a quorum for the transaction of business to be considered at such meeting; provided, however, that no action required by law or by the Certificate of Incorporation or these by-laws to be authorized as taken by the holders of a designated proportion of a particular class or series of shares may be authorized or taken by a lesser proportion and provided, further, that if a separate class vote is required with respect to any matter, the holders of a majority of the outstanding shares of such class, present in person or by proxy, shall constitute a quorum of such class, and, except as otherwise provided by law or the Certificate of Incorporation, the affirmative vote of a majority of shares of such class so present shall be the act of such class. In the absence of a quorum at any meeting or any adjournment thereof, a majority of those present, in person or by proxy and entitled to vote, may adjourn the meeting from time to time. At any adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting as originally called may be transacted. Section 7. Organization. Meetings of the stockholders shall be presided over by the Chairman, or if he is not present, by the President, or, if neither the Chairman nor the President is present, by a chairman to be chosen by a majority of the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the corporation, or in the Secretary's absence, an Assistant Secretary, shall act as secretary of every meeting of the stockholders but, if 2 neither the Secretary nor an Assistant Secretary is present, the meeting shall choose any person present thereat to act as secretary of the meeting. Section 8. Voting. Except as otherwise provided by law or the Certificate of Incorporation, and subject to the provisions of Sections 4 and 5 of Article VI of these by-laws, at every meeting of the stockholders, each stockholder of the corporation entitled to vote at the meeting shall have one vote, in person or by proxy, for each share of stock having voting rights held by the stockholder. Any stockholder entitled to vote may do so either in person or by proxy appointed by an instrument in writing, subscribed by such stockholder or by the stockholder's attorney thereunto authorized and delivered to the secretary of the meeting; provided, however, that no proxy shall be voted on after three years from its date unless the proxy provides for a longer period. Except as otherwise required by law, the Certificate of Incorporation or these by-laws, all matters coming before any meeting of the stockholders shall be decided by the vote of a majority in interest of the stockholders present, in person or by proxy, at the meeting and entitled to vote, a quorum being present. Unless otherwise provided in the Certificate of Incorporation, voting at all elections for directors need not be by ballot and shall not be cumulative. Section 9. Voting of Shares by Certain Holders. A. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the by-laws of the other corporation may prescribe, or, in the absence of an appropriate provision, as the board of directors of the other corporation may determine. B. Shares standing in the name of a deceased person may be voted by the decedent's administrator or executor. Shares standing in the name of a guardian, conservator, or trustee may be voted by such fiduciary, but no guardian, conservator, or trustee shall be entitled, as such fiduciary, to vote shares held by such fiduciary without a transfer of such shares into the fiduciary's name. C. Shares standing in the name of a receiver may be voted by the receiver. Shares held by or under the control of a receiver may be voted by the receiver without transfer thereof into the receiver's name if the authority so to do is contained in an appropriate order of the court by which the receiver was appointed. D. A stockholder whose shares are pledged shall be entitled to vote the pledged shares unless, in the transfer by the pledgor on the corporation's books, the pledgor has expressly empowered the pledgee to vote thereon, in which case only the pledgee may vote thereon. E. Shares of its own capital stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor counted for quorum purposes; provided, however, that nothing herein shall be construed as limiting the right of the corporation to vote stock, including but not limited to its own capital stock, held by it in a fiduciary capacity. F. If shares are registered in the names of two or more persons, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is 3 given written notice to the contrary and is furnished with a copy of the instrument or order appointing such persons or creating the relationship so providing, their acts with respect to voting shall have the following effect: (a) if only one votes, the voter's act binds all; (b) if more than one votes, the act of the majority so voting binds all; (c) if the vote is evenly split, each faction may vote on the stock proportionately unless otherwise ordered by a court pursuant to the laws of the State of Delaware. If an instrument showing that tenancy is held in unequal shares is filed with the Secretary, a majority or even-split shall be determined by interest. Section 10. List of Stockholders. A complete list of the stockholders entitled to vote at each meeting of the stockholders, arranged in alphabetical order and the number of shares registered in the name of each stockholder, shall be prepared by the Secretary or other officer of the corporation having charge of the stock ledger, at least ten days before the meeting. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city, town, or village where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held, and the list shall be produced and kept at the time and place of the meeting during the whole time thereof for inspection by any stockholder who may be present. Section 11. Inspectors. At any meeting of the stockholders, the chairman of the meeting may, or upon the request of any one or more stockholders or proxies holding or representing not less than ten percent of the outstanding shares shall, appoint one or more persons as inspectors for such meeting. Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do all such other acts as are proper to conduct the election and voting with impartiality and fairness. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof. Section 12. Informal Action by Stockholders. Except as otherwise provided by the Certificate of Incorporation, any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a written consent, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. 4 ARTICLE III DIRECTORS Section 1. Power, Number, and Term of Directors. Except as otherwise provided by law or the Certificate of Incorporation, the property, affairs, and business of the corporation shall be managed by its board of directors, consisting of not less than one nor more than ten persons, as fixed from time to time by resolution of the board of directors or stockholders. Subject to Section 3 of Article II above, directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve for one year and until the director's successor is elected and qualified or until the director's earlier resignation or removal. The directors shall have power, from time to time and at any time when the stockholders as such are not assembled in a meeting, to increase or decrease their own number by an amendment to these by-laws. If the number of directors is increased, the additional directors may be elected by a majority of the directors in office at the time of the increase, or if not so elected prior to the next meeting of the stockholders, the additional directors shall be elected by the stockholders. Directors need not be stockholders of the corporation. Section 2. Quorum. A majority of the members of the board of directors in office shall constitute a quorum for the transaction of business; provided, however, a majority of directors then in office shall constitute a quorum for filling a vacancy on the board. If at any meeting of the board of directors a quorum shall not be present, a majority of the directors present may, without further notice, adjourn the meeting from time to time until a quorum shall have been obtained. Section 3. Vacancies. In case one or more vacancies shall occur in the board of directors by reason of death, resignation, or otherwise, except insofar as otherwise provided in the case of a vacancy or vacancies occurring by reason of removal by the stockholders, the remaining directors, although less than a quorum, may by a vote of the majority of the directors then in office elect a successor or successors for the unexpired term or terms. Section 4. Meetings. Meetings of the board of directors, annual, regular, and special, shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolution of the board of directors or as may be specified in the notice of meeting. Regular meetings of the board of directors shall be held at such times as may from time to time be fixed by resolution of the board of directors, and no notice (other than the resolution) need be given as to any regular meeting. Special meetings may be held at any time upon the call of the Chairman, the President, any Vice President, or the Secretary, or any two directors, by oral, telegraphic, or written notice duly served on or sent or mailed to each director not less than two days before the meeting. An annual meeting of the board of directors shall be held without notice immediately after, and at the same place as, the annual meeting of the stockholders. Meetings may be held at any time without notice if all the directors are present or if, at any time before or after the meeting, those not present waive notice of the meeting in writing. Section 5. Attendance by Communications Equipment. Unless otherwise restricted by the Certificate of Incorporation, members of the board of directors or of any committee designated by the board may participate in a meeting of the board or any such committee by means of conference telephone or similar communications equipment whereby all persons participating in 5 the meeting can hear each other. Participation in any meeting by such means shall constitute presence in person at such meeting. Section 6. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to the action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward his written dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a director who voted in favor of the action. Section 7. Committees. The board of directors may, in its discretion, by the affirmative vote of a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of the absent or disqualified member. Except as otherwise provided by law or these by-laws, any committee, to the extent provided by resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation. No committee shall have or exercise the powers and authority of the board of directors with respect to filling vacancies among the directors or in any committee of the directors; amending the Certificate of Incorporation; adopting an agreement of merger or consolidation; recommending to the stockholders the sale, lease, or exchange of all or substantially all of the corporation's property and assets; recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution; amending the by-laws; or, unless the resolution of the board of directors expressly so provides, declaring a dividend or authorizing the issuance of stock. A majority of the members of a committee may determine its action and fix the time and place of its meetings, unless the board of directors shall otherwise provide. The board of directors shall have the power at any time to fill vacancies in, to change the membership of, or to discharge any committee. Section 8. Dividends and Reserves. Subject to the laws of the State of Delaware and the Certificate of Incorporation, the board of directors shall have full power to determine whether any, and if any, what part of any, funds legally available for the payment of dividends shall be declared in dividends and paid to the stockholders. The division of the whole or any part of funds legally available shall rest wholly within the lawful discretion of the board of directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise. The board of directors may set apart out of funds legally available for the payment of dividends a reserve or reserves for any proper purpose, and may from time to time, in its absolute judgment and discretion, increase, abolish, diminish, and vary any reserve or reserves so set apart. Section 9. Removal of Directors. At any duly called and held special meeting of the stockholders, any director or directors may, by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote in an election of directors, be removed from office, either with or without cause; provided, however, that, if the stockholders of the corporation 6 are entitled under the provisions of the Certificate of Incorporation to exercise cumulative voting rights in the election of directors, then no removal shall be effective if the holders of that proportion of the shares of stock outstanding and entitled to vote for an election of directors as could elect to the full board as then provided by these by-laws the director or directors sought to be removed shall vote against removal. The successor or successors to any director or directors so removed may be elected by the stockholders at the meeting at which removal was effectuated. The remaining directors may, to the extent vacancies are not filled by election by the stockholders, fill any vacancy or vacancies created by the removal. Section 10. Informal Action. Any action required or permitted to be taken at any meeting of the board of directors or any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the board or of the committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or the committee. ARTICLE IV WAIVER OF NOTICE Whenever, by law, the Certificate of Incorporation, or these by-laws, notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the date of the meeting, shall be deemed equivalent to notice. Attendance of a person at a meeting of the stockholders, the board of directors, or any committee designated by the board of directors shall constitute a waiver of notice of the meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or any committee designated thereby need be specified in any written waiver of notice unless so required by law, the Certificate of Incorporation, or these by-laws. ARTICLE V OFFICERS Section 1. Number. The board of directors shall elect a President and a Secretary and, from time to time, may elect a Chairman of the Board of Directors, a Treasurer, one or more Vice Presidents, and such Assistant Secretaries, Assistant Treasurers and other officers, agents, and employees as it may deem proper. Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person Section 2. Term and Removal. The term of office of each officer shall be one year and until the officer's successor is elected, but any officer may be removed from office, either with or without cause, at any time by the affirmative vote of a majority of the members of the board of directors then in office. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the board of directors. 7 Section 3. Delegation. The officers of the corporation will from time to time receive written grants of authority from the corporation's parent to engage in certain transactions on behalf of the corporation (a "Delegation"). All actions taken by the officers of the corporation pursuant to a Delegation will at all times be subject to the limitations set forth therein. The officers of the corporation may subdelegate in writing the authority granted to them by a Delegation to the officers of the corporation's subsidiaries. Section 4. Chairman of the Board of Directors. The Chairman of the Board of Directors, if a Chairman of the Board of Directors has been elected and is serving, shall be the chief executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. The Chairman shall preside at all meetings of the stockholders and of the board of directors. The Chairman shall have the authority to sign certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which require the Chairman's signature, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. In general, the Chairman shall perform all duties incident to the office of Chairman of the Board of Directors and chief executive officer of the corporation and such other duties as may be prescribed by the board of directors from time to time. Section 5. The President. The President shall be the chief operating officer of the corporation and shall, subject to the direction and control of the board of directors, in general supervise and control all of the operations of the corporation. In the absence of the Chairman, the President shall preside at all meetings of the stockholders and of the board of directors. In the absence of the Chairman or in the event of the Chairman's inability or refusal to act, the President shall perform the duties of the Chairman and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. The President may sign certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which require the President's signature, except in cases where the execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise executed. In general, the President shall perform all duties incident to the office of President and chief administrative officer of the corporation and such other duties as may be prescribed from time to time by the board of directors or the Chairman Section 6. Vice Presidents. In the absence of the President or in the event of the President's inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, including, without limitation, the duties of the Chairman if and as assumed by the President as a result of the absence of the Chairman or the Chairman's inability or refusal to act, and the Vice President, when so acting, shall have all of the powers and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties as from time to time may be assigned to the Vice President by the Chairman, the President, or the board of directors. The authority of Vice Presidents to sign in the name of the Corporation certificates for shares of the Corporation and deeds, mortgages, bonds, contracts, or other instruments shall be coordinate with like authority of the President. Section 7. Treasurer. If required by the board of directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer's duties in such sum and with such surety or sureties 8 as the board of directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these by-laws. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Chairman, the President, or the board of directors. Section 8. Secretary. The Secretary shall: (a) keep records of corporate action, including the minutes of meetings of the stockholders and the board of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (e) sign, with the Chairman, the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the board of directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Chairman, the President, or the board of directors. Section 9. Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers shall, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine. The Assistant Secretaries as thereunto authorized by the board of directors may sign, with the Chairman, the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by a resolution of the board of directors. The Assistant Treasurers and Assistant Secretaries in general shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President, the Chairman, or the board of directors. ARTICLE VI STOCK CERTIFICATES Section 1. Form of Stock Certificates. The interest of each stockholder of the corporation shall be evidenced by certificates for shares of stock, certifying the number of fully-paid shares represented thereby and in such form, not inconsistent with the Certificate of Incorporation, as the board of directors may from time to time prescribe. Section 2. Execution and Issuance of Certificates of Stock. Stock certificates shall be signed by the Chairman or a Vice-Chairman of the Board of Directors or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary and be sealed with the seal of the corporation. Such seal may be a facsimile, engraved or printed. If any stock certificate is signed by a transfer agent or a registrar, other than the corporation or its employees, the signatures of the Chairman, the President, a Vice President, the Secretary, or an Assistant Secretary upon such certificate may be facsimiles, engraved or printed. In case any such officer who has signed, or whose facsimile signature has been placed upon, a stock certificate shall 9 have ceased to be such before such certificate is issued, it may be issued by the corporation with the same effect as if such officer had not ceased to be such at the time of its issuance. Section 3. Transfer of Certificates of Stock. Except as otherwise provided by the Certificate of Incorporation or these by-laws, any certificate for shares of the Corporation shall be transferable in person or by attorney upon the surrender thereof to the corporation or any transfer agent therefor properly endorsed for transfer and accompanied by such assurances as the corporation or such transfer agent may require as to the genuineness and effectiveness of each necessary document. Section 4. Fixing the Date for Determination of Stockholders of Record. To determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or any other distribution or allotment of any rights, or entitled to exercise any rights, in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix in advance a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. To determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix in advance a record date, which shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. No record date shall precede the date upon which the resolution fixing such date is adopted by the board of directors. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the board of directors fixes a new record date for the adjourned meeting. Section 5. Failure to Fix Record Date. If no record date is fixed in accordance with Section 4 of this Article VI: A. The record date for determining stockholders entitled to notice or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or if the notice is waived, at the close of business on the day next preceding the day on which the meeting is held. B. The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to the place where the proceedings of the corporation are recorded and the custodian of such proceedings. When prior action by the board of directors is required by law, the record date shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action. C. The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto. Section 6. Lost, Stolen, or Destroyed Stock Certificates. No stock certificate representing shares of the corporation shall be issued in place of any certificate alleged to have been lost, stolen, or destroyed except upon delivery to the corporation of such evidence as the board of 10 directors may in its discretion require. The board of directors may also require a bond to be delivered to the corporation upon such terms and secured by such surety as the board shall deem fit. Section 7. Transfer Agent and Registrar. The board of directors may appoint one or more transfer agents or one or more transfer clerks and one or more registrars and may require all stock certificates to bear the signature or signatures of any of them. Section 8. Examination of Books by Stockholders. The board shall have power to determine, from time to time, whether and to what extent and at what times and places and under what conditions and regulations the accounts and books and documents of the corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right to inspect any account or book or document of the corporation except as otherwise, and only to the extent, provided by law. ARTICLE VII INTEREST OF DIRECTORS OR OFFICERS IN CERTAIN TRANSACTIONS Section 1. Action or Criteria Required. No contract or transaction between the corporation and one or more of its directors or officers, and no contract or transaction between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transaction, or solely because the vote of an interested director is counted for such purposes, if: A. the material facts as to the director's relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or B. the material facts as to the director's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or C. the contract or transaction is fair as to the corporation as to the time it is authorized, approved, or ratified, by the board of directors, a committee thereof, or the stockholders. Section 2. Effect of Quorum. Common or interested directors may be counted in determining the presence of a quorum at any meeting of the board of directors or of a committee thereof. 11 ARTICLE VIII INDEMNIFICATION OF OFFICERS AND DIRECTORS Section 1. Power to Indemnify. The corporation shall indemnify any person who is or was a director or officer of the corporation to the fullest extent permitted by law. The corporation shall have the power to indemnify any person who is or was an employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including an employee benefit plan), to the fullest extent permitted by law. For purpose of this Article VIII, the term "officer" shall mean the Chairman of the Board, President, Treasurer, Secretary, any Vice President of the corporation, and such other officers as are determined to be entitled to indemnification by resolution of the board of directors. Section 2. Advancement of Expenses. Expenses (including attorneys' fees) incurred by a current of former director or officer in defending any civil, criminal, administrative, or investigative action, suit, or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall be ultimately determined that such person is not entitled to be indemnified by the corporation. Such expenses (including attorneys' fees) incurred by employees or agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. Section 3. Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including an employee benefit plan), against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under applicable law. Section 4. Other Rights. The rights to indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. ARTICLE IX FISCAL YEAR The fiscal year of the corporation shall be as determined by the board of directors of the corporation. In the absence of such determination, the fiscal year of the corporation shall be the calendar year. 12 ARTICLE X CORPORATE SEAL The board of directors may provide a suitable seal, including duplicates thereof, containing the name of the Corporation. ARTICLE XI AMENDMENTS These by-laws shall be subject to alteration, amendment, or repeal, and new by-laws, not inconsistent with any provision of law or the Certificate of Incorporation, may be made, either by the affirmative vote of a majority of the whole board of directors at any meeting thereof or, if the power to make, amend, alter or repeal the by-laws shall not have been granted to the board of directors in the Certificate of Incorporation, by the affirmative vote of the holders of a majority in interest of the stockholders of the corporation present in person or by proxy at any annual or special meeting and entitled to vote thereat, a quorum being present. Notice of the proposal to make, alter, amend, or repeal the by-laws of the corporation shall be included in the notice of such meeting of the board of directors or of the stockholders, as the case may be. 13 EX-3.9 10 w56437ex3-9.txt CERT. OF INC. GENERAL DYNAMICS ADVANCED TECHNOLOGY Exhibit 3.9 RESTATED CERTIFICATE OF INCORPORATION OF GENERAL DYNAMICS ADVANCED TECHNOLOGY SYSTEMS, INC. -------------------- PURSUANT TO SECTIONS 242 AND 245 OF THE DELAWARE GENERAL CORPORATION LAW -------------------- General Dynamics Advanced Technology Systems, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: 1. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on August 28, 1997. 2. This Restated Certificate of Incorporation restates, integrates and also further amends the Certificate of Incorporation of the Corporation, as heretofore in effect. This Restated Certificate of Incorporation has been adopted by the Board of Directors and by the affirmative unanimous vote of the stockholders of the Corporation pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, and is as follows: FIRST: The name of the corporation (hereinafter called the "corporation") is General Dynamics Advanced Technology Systems, Inc. SECOND: The address, including street number, city, and county, of the registered office of the corporation in the State of Delaware is 1013 Centre Road, City of Wilmington, 19805. County of New Castle and the name of the registered agent of the corporation in the State of Delaware at such address is Corporation Service Company. THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock which the corporation shall have authority to issue is 1000, with a par value of $1.00 per share. All such shares are of one class and are shares of Common Stock. FIFTH: The corporation is to have perpetual existence. SIXTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver of receivers appointed for this corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class or stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation. SEVENTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided: 1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. No election of directors need be by written ballot. 2. After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of Section 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of Section 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation. EIGHTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this paragraph by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification. Nothing herein shall limit or otherwise affect the obligation or right of the Corporation to indemnify its directors pursuant to the provisions of this Certificate of Incorporation, the by-laws of the Corporation or as may be permitted by the General Corporation Law of the State of Delaware. 2 NINTH: The board of directors of the Corporation may, by resolution adopted from time to time, indemnify such persons as permitted by the General Corporation Law of the State of Delaware as amended from time to time. The board of directors of the Corporation may, by resolution adopted from time to time, purchase and maintain insurance on behalf of such persons as permitted by the General Corporation Law of the State of Delaware as amended from time to time. TENTH: The corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware. ELEVENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH. Signed on 3 February 1999. GENERAL DYNAMICS ADVANCED TECHNOLOGY SYSTEMS, INC. By: /s/ Margaret N. House _____________________________ Its:Secretary _____________________________ 3 EX-3.10 11 w56437ex3-10.txt AMENDED BY-LAWS OF GENERAL DYNAMICS ADVANCED Exhibit 3.10 AMENDED & RESTATED BY-LAWS OF GENERAL DYNAMICS ADVANCED TECHNOLOGY SYSTEMS, INC. ADOPTED AS OF SEPTEMBER 15, 2000 ARTICLE I OFFICES Section 1. Registered Office and Agent. The name of the corporation's registered agent and the office of its registered office in the State of Delaware are as follows: Corporation Service Company Section 2. Principal Office. The address of the principal office of the corporation is as follows: 2711 Centerville Road, Suite 400 Wilmington, Delaware 19808 Section 3. Other Offices. The corporation may also have an office or offices at such other place or places, within or without the State of Delaware, as the board of directors may from time to time designate or the business of the corporation may require. ARTICLE II STOCKHOLDERS Section 1. Annual Meetings. The annual meeting of the stockholders shall be held at such time and place and on such date in each year, within or without the State of Delaware, as may be determined by the board of directors and as shall be designated in the notice of the meeting. Section 2. Purposes of Annual Meeting. The annual meeting of the stockholders shall be held for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting, notice of which shall be given in the notice of the meeting. Section 3. Failure to Elect Directors at Annual Meeting. If the election of directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as convenient. At such meeting, the stockholders may elect directors and transact other business with the same force and effect as at an annual meeting. Section 4. Special Meetings. Special meetings of the stockholders shall be held at such time and place and on such date in each year, within or without the State of Delaware, as may be determined by the person or persons calling the meeting and as shall be designated in the notice of the meeting. Special meetings of the stockholders may be called by the board of directors, the Chairman of the Board of Directors (sometimes hereafter in these by-laws, the "Chairman"), or the President and shall be called by the Chairman, the President, or the Secretary at the request in writing of stockholders owning at least one-fifth of the issued and outstanding shares of capital stock of the corporation entitled to vote. Calls for such meetings shall specify the purposes thereof and no business other than that specified in the call shall be considered at any special meeting. Section 5. Notice of Meetings and Adjourned Meetings. Unless waived as provided below, and except as provided in Section 230 of the General Corporation Law of the State of Delaware, not less than ten nor more than sixty days before any stockholders' meeting, the Chairman, the President, the Secretary, or an Assistant Secretary shall give each stockholder entitled to vote at the meeting written notice of the place, date, and hour of the meeting and the purpose or purposes for which the meeting is called. Such notice shall be mailed to each stockholder at his address as it appears on the corporation's records. When a meeting is adjourned to another time or place, notice need not be given if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken. If the adjournment is for a period of more than thirty days, or if, after the adjournment, a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote. Except as otherwise expressly provided by statute, no publication of any notice of a stockholders' meeting shall be required. Any stockholder, either before or after any meeting, may waive any notice required to be given by law or pursuant to these by-laws. Section 6. Quorum. Except as otherwise provided by law or the Certificate of Incorporation, the presence, in person or by proxy, of the holders of record of a majority of the shares of the capital stock of the corporation then issued and outstanding and entitled to vote at the meeting shall constitute a quorum for the transaction of business to be considered at such meeting; provided, however, that no action required by law or by the Certificate of Incorporation or these by-laws to be authorized as taken by the holders of a designated proportion of a particular class or series of shares may be authorized or taken by a lesser proportion and provided, further, that if a separate class vote is required with respect to any matter, the holders of a majority of the outstanding shares of such class, present in person or by proxy, shall constitute a quorum of such class, and, except as otherwise provided by law or the Certificate of Incorporation, the affirmative vote of a majority of shares of such class so present shall be the act of such class. In the absence of a quorum at any meeting or any adjournment thereof, a majority of those present, in person or by proxy and entitled to vote, may adjourn the meeting from time to time. At any adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting as originally called may be transacted. Section 7. Organization. Meetings of the stockholders shall be presided over by the Chairman, or if he is not present, by the President, or, if neither the Chairman nor the President is present, by a chairman to be chosen by a majority of the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the corporation, or in the Secretary's absence, an Assistant Secretary, shall act as secretary of every meeting of the stockholders but, if 2 neither the Secretary nor an Assistant Secretary is present, the meeting shall choose any person present thereat to act as secretary of the meeting. Section 8. Voting. Except as otherwise provided by law or the Certificate of Incorporation, and subject to the provisions of Sections 4 and 5 of Article VI of these by-laws, at every meeting of the stockholders, each stockholder of the corporation entitled to vote at the meeting shall have one vote, in person or by proxy, for each share of stock having voting rights held by the stockholder. Any stockholder entitled to vote may do so either in person or by proxy appointed by an instrument in writing, subscribed by such stockholder or by the stockholder's attorney thereunto authorized and delivered to the secretary of the meeting; provided, however, that no proxy shall be voted on after three years from its date unless the proxy provides for a longer period. Except as otherwise required by law, the Certificate of Incorporation or these by-laws, all matters coming before any meeting of the stockholders shall be decided by the vote of a majority in interest of the stockholders present, in person or by proxy, at the meeting and entitled to vote, a quorum being present. Unless otherwise provided in the Certificate of Incorporation, voting at all elections for directors need not be by ballot and shall not be cumulative. Section 9. Voting of Shares by Certain Holders. A. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the by-laws of the other corporation may prescribe, or, in the absence of an appropriate provision, as the board of directors of the other corporation may determine. B. Shares standing in the name of a deceased person may be voted by the decedent's administrator or executor. Shares standing in the name of a guardian, conservator, or trustee may be voted by such fiduciary, but no guardian, conservator, or trustee shall be entitled, as such fiduciary, to vote shares held by such fiduciary without a transfer of such shares into the fiduciary's name. C. Shares standing in the name of a receiver may be voted by the receiver. Shares held by or under the control of a receiver may be voted by the receiver without transfer thereof into the receiver's name if the authority so to do is contained in an appropriate order of the court by which the receiver was appointed. D. A stockholder whose shares are pledged shall be entitled to vote the pledged shares unless, in the transfer by the pledgor on the corporation's books, the pledgor has expressly empowered the pledgee to vote thereon, in which case only the pledgee may vote thereon E. Shares of its own capital stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor counted for quorum purposes; provided, however, that nothing herein shall be construed as limiting the right of the corporation to vote stock, including but not limited to its own capital stock, held by it in a fiduciary capacity. F. If shares are registered in the names of two or more persons, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is 3 given written notice to the contrary and is furnished with a copy of the instrument or order appointing such persons or creating the relationship so providing, their acts with respect to voting shall have the following effect: (a) if only one votes, the voter's act binds all; (b) if more than one votes, the act of the majority so voting binds all; (c) if the vote is evenly split, each faction may vote on the stock proportionately unless otherwise ordered by a court pursuant to the laws of the State of Delaware. If an instrument showing that tenancy is held in unequal shares is filed with the Secretary, a majority or even-split shall be determined by interest. Section 10. List of Stockholders. A complete list of the stockholders entitled to vote at each meeting of the stockholders, arranged in alphabetical order and the number of shares registered in the name of each stockholder, shall be prepared by the Secretary or other officer of the corporation having charge of the stock ledger, at least ten days before the meeting. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city, town, or village where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held, and the list shall be produced and kept at the time and place of the meeting during the whole time thereof for inspection by any stockholder who may be present. Section 11. Inspectors. At any meeting of the stockholders, the chairman of the meeting may, or upon the request of any one or more stockholders or proxies holding or representing not less than ten percent of the outstanding shares shall, appoint one or more persons as inspectors for such meeting. Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results: and do all such other acts as are proper to conduct the election and voting with impartiality and fairness. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof. Section 12. Informal Action by Stockholders. Except as otherwise provided by the Certificate of Incorporation, any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a written consent, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. 4 ARTICLE III DIRECTORS Section 1. Power, Number, and Term of Directors. Except as otherwise provided by law or the Certificate of Incorporation, the property, affairs, and business of the corporation shall be managed by its board of directors, consisting of not less than one nor more than ten persons, as fixed from time to time by resolution of the board of directors or stockholders. Subject to Section 3 of Article II above, directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve for one year and until the director's successor is elected and qualified or until the director's earlier resignation or removal. The directors shall have power, from time to time and at any time when the stockholders as such are not assembled in a meeting, to increase or decrease their own number by an amendment to these by-laws. If the number of directors is increased, the additional directors may be elected by a majority of the directors in office at the time of the increase, or if not so elected prior to the next meeting of the stockholders, the additional directors shall be elected by the stockholders. Directors need not be stockholders of the corporation. Section 2. Quorum. A majority of the members of the board of directors in office shall constitute a quorum for the transaction of business; provided, however, a majority of directors then in office shall constitute a quorum for filling a vacancy on the board. If at any meeting of the board of directors a quorum shall not be present, a majority of the directors present may, without further notice, adjourn the meeting from time to time until a quorum shall have been obtained. Section 3. Vacancies. In case one or more vacancies shall occur in the board of directors by reason of death, resignation, or otherwise, except insofar as otherwise provided in the case of a vacancy or vacancies occurring by reason of removal by the stockholders, the remaining directors, although less than a quorum, may by a vote of the majority of the directors then in office elect a successor or successors for the unexpired term or terms. Section 4. Meetings. Meetings of the board of directors, annual, regular, and special, shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolution of the board of directors or as may be specified in the notice of meeting. Regular meetings of the board of directors shall be held at such times as may from time to time be fixed by resolution of the board of directors, and no notice (other than the resolution) need be given as to any regular meeting. Special meetings may be held at any time upon the call of the Chairman, the President, any Vice President, or the Secretary, or any two directors, by oral, telegraphic, or written notice duly served on or sent or mailed to each director not less than two days before the meeting. An annual meeting of the board of directors shall be held without notice immediately after, and at the same place as, the annual meeting of the stockholders. Meetings may be held at any time without notice if all the directors are present or if, at any time before or after the meeting, those not present waive notice of the meeting in writing. Section 5. Attendance by Communications Equipment. Unless otherwise restricted by the Certificate of Incorporation, members of the board of directors or of any committee designated by the board may participate in a meeting of the board or any such committee by means of conference telephone or similar communications equipment whereby all persons participating in 5 the meeting can hear each other. Participation in any meeting by such means shall constitute presence in person at such meeting. Section 6. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to the action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward his written dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a director who voted in favor of the action. Section 7. Committees. The board of directors may, in its discretion, by the affirmative vote of a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of the absent or disqualified member. Except as otherwise provided by law or these by-laws, any committee, to the extent provided by resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation. No committee shall have or exercise the powers and authority of the board of directors with respect to filling vacancies among the directors or in any committee of the directors; amending the Certificate of Incorporation; adopting an agreement of merger or consolidation; recommending to the stockholders the sale, lease, or exchange of all or substantially all of the corporation's property and assets; recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution; amending the by-laws; or, unless the resolution of the board of directors expressly so provides, declaring a dividend or authorizing the issuance of stock. A majority of the members of a committee may determine its action and fix the time and place of its meetings, unless the board of directors shall otherwise provide. The board of directors shall have the power at any time to fill vacancies in, to change the membership of, or to discharge any committee. Section 8. Dividends and Reserves. Subject to the laws of the State of Delaware and the Certificate of Incorporation, the board of directors shall have full power to determine whether any, and if any, what part of any, funds legally available for the payment of dividends shall be declared in dividends and paid to the stockholders. The division of the whole or any part of funds legally available shall rest wholly within the lawful discretion of the board of directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise. The board of directors may set apart out of funds legally available for the payment of dividends a reserve or reserves for any proper purpose, and may from time to time, in its absolute judgment and discretion, increase, abolish, diminish, and vary any reserve or reserves so set apart. Section 9. Removal of Directors. At any duly called and held special meeting of the stockholders, any director or directors may, by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote in an election of directors, be removed from office, either with or without cause; provided, however, that, if the stockholders of the corporation 6 are entitled under the provisions of the Certificate of Incorporation to exercise cumulative voting rights in the election of directors, then no removal shall be effective if the holders of that proportion of the shares of stock outstanding and entitled to vote for an election of directors as could elect to the full board as then provided by these by-laws the director or directors sought to be removed shall vote against removal. The successor or successors to any director or directors so removed may be elected by the stockholders at the meeting at which removal was effectuated. The remaining directors may, to the extent vacancies are not filled by election by the stockholders, fill any vacancy or vacancies created by the removal. Section 10. Informal Action. Any action required or permitted to be taken at any meeting of the board of directors or any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the board or of the committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or the committee. ARTICLE IV WAIVER OF NOTICE Whenever, by law, the Certificate of Incorporation, or these by-laws, notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the date of the meeting, shall be deemed equivalent to notice. Attendance of a person at a meeting of the stockholders, the board of directors, or any committee designated by the board of directors shall constitute a waiver of notice of the meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or any committee designated thereby need be specified in any written waiver of notice unless so required by law, the Certificate of Incorporation, or these by-laws. ARTICLE V OFFICERS Section 1. Number. The board of directors shall elect a President and a Secretary and, from time to time, may elect a Chairman of the Board of Directors, a Treasurer, one or more Vice Presidents, and such Assistant Secretaries, Assistant Treasurers and other officers, agents, and employees as it may deem proper. Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person Section 2. Term and Removal. The term of office of each officer shall be one year and until the officer's successor is elected, but any officer may be removed from office, either with or without cause, at any time by the affirmative vote of a majority of the members of the board of directors then in office. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the board of directors. 7 Section 3. Delegation. The officers of the corporation will from time to time receive written grants of authority from the corporation's parent to engage in certain transactions on behalf of the corporation (a "Delegation"). All actions taken by the officers of the corporation pursuant to a Delegation will at all times be subject to the limitations set forth therein. The officers of the corporation may subdelegate in writing the authority granted to them by a Delegation to the officers of the corporation's subsidiaries. Section 4. Chairman of the Board of Directors. The Chairman of the Board of Directors, if a Chairman of the Board of Directors has been elected and is serving, shall be the chief executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. The Chairman shall preside at all meetings of the stockholders and of the board of directors. The Chairman shall have the authority to sign certificates for shares of the corporation. any deeds, mortgages, bonds, contracts, or other instruments which require the Chairman's signature, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. In general, the Chairman shall perform all duties incident to the office of Chairman of the Board of Directors and chief executive officer of the corporation and such other duties as may be prescribed by the board of directors from time to time. Section 5. The President. The President shall be the chief operating officer of the corporation and shall, subject to the direction and control of the board of directors, in general supervise and control all of the operations of the corporation. In the absence of the Chairman, the President shall preside at all meetings of the stockholders and of the board of directors. In the absence of the Chairman or in the event of the Chairman's inability or refusal to act, the President shall perform the duties of the Chairman and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. The President may sign certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which require the President's signature, except in cases where the execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise executed. In general, the President shall perform all duties incident to the office of President and chief administrative officer of the corporation and such other duties as may be prescribed from time to time by the board of directors or the Chairman Section 6. Vice Presidents. In the absence of the President or in the event of the President's inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, including, without limitation, the duties of the Chairman if and as assumed by the President as a result of the absence of the Chairman or the Chairman's inability or refusal to act, and the Vice President, when so acting, shall have all of the powers and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties as from time to time may be assigned to the Vice President by the Chairman, the President, or the board of directors. The authority of Vice Presidents to sign in the name of the Corporation certificates for shares of the Corporation and deeds, mortgages, bonds, contracts, or other instruments shall be coordinate with like authority of the President. Section 7. Treasurer. If required by the board of directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer's duties in such sum and with such surety or sureties 8 as the board of directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these by-laws. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Chairman, the President, or the board of directors. Section 8. Secretary. The Secretary shall: (a) keep records of corporate action, including the minutes of meetings of the stockholders and the board of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (e) sign, with the Chairman, the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the board of directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Chairman, the President, or the board of directors. Section 9. Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers shall, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine. The Assistant Secretaries as thereunto authorized by the board of directors may sign, with the Chairman, the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by a resolution of the board of directors. The Assistant Treasurers and Assistant Secretaries in general shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President, the Chairman, or the board of directors. ARTICLE VI STOCK CERTIFICATES Section 1. Form of Stock Certificates. The interest of each stockholder of the corporation shall be evidenced by certificates for shares of stock, certifying the number of fully-paid shares represented thereby and in such form, not inconsistent with the Certificate of Incorporation, as the board of directors may from time to time prescribe. Section 2. Execution and Issuance of Certificates of Stock. Stock certificates shall be signed by the Chairman or a Vice-Chairman of the Board of Directors or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary and be sealed with the seal of the corporation. Such seal may be a facsimile, engraved or printed. If any stock certificate is signed by a transfer agent or a registrar, other than the corporation or its employees, the signatures of the Chairman, the President, a Vice President, the Secretary, or an Assistant Secretary upon such certificate may be facsimiles, engraved or printed. In case any such officer who has signed, or whose facsimile signature has been placed upon, a stock certificate shall 9 have ceased to be such before such certificate is issued, it may be issued by the corporation with the same effect as if such officer had not ceased to be such at the time of its issuance. Section 3. Transfer of Certificates of Stock. Except as otherwise provided by the Certificate of Incorporation or these by-laws, any certificate for shares of the Corporation shall be transferable in person or by attorney upon the surrender thereof to the corporation or any transfer agent therefor properly endorsed for transfer and accompanied by such assurances as the corporation or such transfer agent may require as to the genuineness and effectiveness of each necessary document. Section 4. Fixing the Date for Determination of Stockholders of Record. To determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or any other distribution or allotment of any rights, or entitled to exercise any rights, in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix in advance a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. To determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix in advance a record date, which shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. No record date shall precede the date upon which the resolution fixing such date is adopted by the board of directors. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the board of directors fixes a new record date for the adjourned meeting. Section 5. Failure to Fix Record Date. If no record date is fixed in accordance with Section 4 of this Article VI: A. The record date for determining stockholders entitled to notice or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or if the notice is waived, at the close of business on the day next preceding the day on which the meeting is held. B. The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to the place where the proceedings of the corporation are recorded and the custodian of such proceedings. When prior action by the board of directors is required by law, the record date shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action. C. The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto. Section 6. Lost, Stolen, or Destroyed Stock Certificates. No stock certificate representing shares of the corporation shall be issued in place of any certificate alleged to have been lost, stolen, or destroyed except upon delivery to the corporation of such evidence as the board of 10 directors may in its discretion require. The board of directors may also require a bond to be delivered to the corporation upon such terms and secured by such surety as the board shall deem fit. Section 7. Transfer Agent and Registrar. The board of directors may appoint one or more transfer agents or one or more transfer clerks and one or more registrars and may require all stock certificates to bear the signature or signatures of any of them. Section 8. Examination of Books by Stockholders. The board shall have power to determine, from time to time, whether and to what extent and at what times and places and under what conditions and regulations the accounts and books and documents of the corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right to inspect any account or book or document of the corporation except as otherwise, and only to the extent, provided by law. ARTICLE VII INTEREST OF DIRECTORS OR OFFICERS IN CERTAIN TRANSACTIONS Section 1. Action or Criteria Required. No contract or transaction between the corporation and one or more of its directors or officers, and no contract or transaction between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transaction, or solely because the vote of an interested director is counted for such purposes, if: A. the material facts as to the director's relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum, or B. the material facts as to the director's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or C. the contract or transaction is fair as to the corporation as to the time it is authorized, approved, or ratified, by the board of directors, a committee thereof or the stockholders. Section 2. Effect of Quorum. Common or interested directors may be counted in determining the presence of a quorum at any meeting of the board of directors or of a committee thereof. 11 ARTICLE VIII INDEMNIFICATION OF OFFICERS AND DIRECTORS Section 1. Power to Indemnify. The corporation shall indemnify any person who is or was a director or officer of the corporation to the fullest extent permitted by law. The corporation shall have the power to indemnify any person who is or was an employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including an employee benefit plan), to the fullest extent permitted by law. For purpose of this Article VIII, the term "officer" shall mean the Chairman of the Board, President, Treasurer, Secretary, any Vice President of the corporation, and such other officers as are determined to be entitled to indemnification by resolution of the board of directors. Section 2. Advancement of Expenses. Expenses (including attorneys' fees) incurred by a current of former director or officer in defending any civil, criminal, administrative, or investigative action, suit, or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall be ultimately determined that such person is not entitled to be indemnified by the corporation. Such expenses (including attorneys' fees) incurred by employees or agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. Section 3. Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including an employee benefit plan), against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under applicable law. Section 4. Other Rights. The rights to indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. ARTICLE IX FISCAL YEAR The fiscal year of the corporation shall be as determined by the board of directors of the corporation. In the absence of such determination, the fiscal year of the corporation shall be the calendar year. 12 ARTICLE X CORPORATE SEAL The board of directors may provide a suitable seal, including duplicates thereof containing the name of the Corporation. ARTICLE XI AMENDMENTS These by-laws shall be subject to alteration, amendment, or repeal, and new by-laws, not inconsistent with any provision of law or the Certificate of Incorporation, may be made, either by the affirmative vote of a majority of the whole board of directors at any meeting thereof or, if the power to make, amend, alter or repeal the by-laws shall not have been granted to the board of directors in the Certificate of Incorporation, by the affirmative vote of the holders of a majority in interest of the stockholders of the corporation present in person or by proxy at any annual or special meeting and entitled to vote thereat, a quorum being present. Notice of the proposal to make, alter, amend, or repeal the by-laws of the corporation shall be included in the notice of such meeting of the board of directors or of the stockholders, as the case may be. 13 EX-3.11 12 w56437ex3-11.txt CERT. OF INC. GENERAL DYNAMICS ARMAMENT SYSTEMS Exhibit 3.11 RESTATED CERTIFICATE OF INCORPORATION OF GENERAL DYNAMICS ARMAMENT SYSTEMS, INC. -------------------- PURSUANT TO SECTIONS 242 AND 245 OF THE DELAWARE GENERAL CORPORATION LAW -------------------- General Dynamics Armament Systems, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: 1. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on November 19, 1996. 2. This Restated Certificate of Incorporation restates, integrates and also further amends the Certificate of Incorporation of the Corporation, as heretofore in effect. This Restated Certificate of Incorporation has been adopted by the Board of Directors and by the affirmative unanimous vote of the stockholders of the Corporation pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, and is as follows: FIRST: The name of the corporation (hereinafter called the "corporation") is General Dynamics Armament Systems, Inc. SECOND: The address, including street number, city, and county, of the registered office of the corporation in the State of Delaware is 1013 Centre Road, City of Wilmington, 19805, County of New Castle and the name of the registered agent of the corporation in the State of Delaware at such address is Corporation Service Company. THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock which the corporation shall have authority to issue is 1000, with a par value of $1.00 per share. All such shares are of one class and are shares of Common Stock. FIFTH: The corporation is to have perpetual existence. SIXTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver of receivers appointed for this corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class or stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation. SEVENTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provide: 1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. No election of directors need be by written ballot. 2. After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of Section 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of Section 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation. EIGHTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this paragraph by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification. Nothing herein shall limit or otherwise affect the obligation or right of the Corporation to indemnify its directors pursuant to the provisions of this Certificate of Incorporation, the by-laws of the Corporation or as may be permitted by the General Corporation Law of the State of Delaware. NINTH: The board of directors of the Corporation may, by resolution adopted from time to time, indemnify such persons as permitted by the General Corporation Law of the State of 2 Delaware as amended from time to time. The board of directors of the Corporation may, by resolution adopted from time to time, purchase and maintain insurance on behalf of such persons as permitted by the General Corporation Law of the State of Delaware as amended from time to time. TENTH: The corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware. ELEVENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH. Signed on 22 January 1999. GENERAL DYNAMICS ARMAMENT SYSTEMS, INC. By: /s/ Margaret N. House _____________________________ Its:Secretary _____________________________ 3 EX-3.12 13 w56437ex3-12.txt BY-LAWS OF GENERAL DYNAMICS ARMAMENT SYSTEMS,INC. Exhibit 3.12 AMENDED & RESTATED BY-LAWS OF GENERAL DYNAMICS ARMAMENT SYSTEMS, INC. ADOPTED AS OF SEPTEMBER 15, 2000 ARTICLE I OFFICES Section 1. Registered Office and Agent. The name of the corporation's registered agent and the office of its registered office in the State of Delaware are as follows: Corporation Service Company Section 2. Principal Office. The address of the principal office of the corporation is as follows: 2711 Centerville Road, Suite 400 Wilmington, Delaware 19808 Section 3. Other Offices. The corporation may also have an office or offices at such other place or places, within or without the State of Delaware, as the board of directors may from time to time designate or the business of the corporation may require. ARTICLE II STOCKHOLDERS Section 1. Annual Meetings. The annual meeting of the stockholders shall be held at such time and place and on such date in each year, within or without the State of Delaware, as may be determined by the board of directors and as shall be designated in the notice of the meeting. Section 2. Purposes of Annual Meeting. The annual meeting of the stockholders shall be held for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting, notice of which shall be given in the notice of the meeting. Section 3. Failure to Elect Directors at Annual Meeting. If the election of directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as convenient. At such meeting, the stockholders may elect directors and transact other business with the same force and effect as at an annual meeting. Section 4. Special Meetings. Special meetings of the stockholders shall be held at such time and place and on such date in each year, within or without the State of Delaware, as may be determined by the person or persons calling the meeting and as shall be designated in the notice of the meeting. Special meetings of the stockholders may be called by the board of directors, the Chairman of the Board of Directors (sometimes hereafter in these by-laws, the "Chairman"), or the President and shall be called by the Chairman, the President, or the Secretary at the request in writing of stockholders owning at least one-fifth of the issued and outstanding shares of capital stock of the corporation entitled to vote. Calls for such meetings shall specify the purposes thereof and no business other than that specified in the call shall be considered at any special meeting. Section 5. Notice of Meetings and Adjourned Meetings. Unless waived as provided below, and except as provided in Section 230 of the General Corporation Law of the State of Delaware, not less than ten nor more than sixty days before any stockholders' meeting, the Chairman, the President, the Secretary, or an Assistant Secretary shall give each stockholder entitled to vote at the meeting written notice of the place, date, and hour of the meeting and the purpose or purposes for which the meeting is called. Such notice shall be mailed to each stockholder at his address as it appears on the corporation's records. When a meeting is adjourned to another time or place, notice need not be given if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken. If the adjournment is for a period of more than thirty days, or if, after the adjournment, a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote. Except as otherwise expressly provided by statute, no publication of any notice of a stockholders' meeting shall be required. Any stockholder, either before or after any meeting, may waive any notice required to be given by law or pursuant to these by-laws. Section 6. Quorum. Except as otherwise provided by law or the Certificate of Incorporation, the presence, in person or by proxy, of the holders of record of a majority of the shares of the capital stock of the corporation then issued and outstanding and entitled to vote at the meeting shall constitute a quorum for the transaction of business to be considered at such meeting; provided, however, that no action required by law or by the Certificate of Incorporation or these by-laws to be authorized as taken by the holders of a designated proportion of a particular class or series of shares may be authorized or taken by a lesser proportion and provided, further, that if a separate class vote is required with respect to any matter, the holders of a majority of the outstanding shares of such class, present in person or by proxy, shall constitute a quorum of such class, and, except as otherwise provided by law or the Certificate of Incorporation, the affirmative vote of a majority of shares of such class so present shall be the act of such class. In the absence of a quorum at any meeting or any adjournment thereof, a majority of those present, in person or by proxy and entitled to vote, may adjourn the meeting from time to time. At any adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting as originally called may he transacted. Section 7. Organization. Meetings of the stockholders shall be presided over by the Chairman, or if he is not present, by the President, or, if neither the Chairman nor the President is present, by a chairman to be chosen by a majority of the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the corporation, or in the Secretary's absence, an Assistant Secretary, shall act as secretary of every meeting of the stockholders but, if 2 neither the Secretary nor an Assistant Secretary is present, the meeting shall choose any person present thereat to act as secretary of the meeting. Section 8. Voting. Except as otherwise provided by law or the Certificate of Incorporation, and subject to the provisions of Sections 4 and 5 of Article VI of these by-laws, at every meeting of the stockholders, each stockholder of the corporation entitled to vote at the meeting shall have one vote, in person or by proxy, for each share of stock having voting rights held by the stockholder. Any stockholder entitled to vote may do so either in person or by proxy appointed by an instrument in writing, subscribed by such stockholder or by the stockholder's attorney thereunto authorized and delivered to the secretary of the meeting; provided, however, that no proxy shall be voted on after three years from its date unless the proxy provides for a longer period. Except as otherwise required by law, the Certificate of Incorporation or these by-laws, all matters coming before any meeting of the stockholders shall be decided by the vote of a majority in interest of the stockholders present, in person or by proxy, at the meeting and entitled to vote, a quorum being present. Unless otherwise provided in the Certificate of Incorporation, voting at all elections for directors need not be by ballot and shall not be cumulative. Section 9. Voting of Shares by Certain Holders. A. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the by-laws of the other corporation may prescribe, or, in the absence of an appropriate provision, as the board of directors of the other corporation may determine. B. Shares standing in the name of a deceased person may be voted by the decedent's administrator or executor. Shares standing in the name of a guardian, conservator, or trustee may be voted by such fiduciary, but no guardian, conservator, or trustee shall be entitled, as such fiduciary, to vote shares held by such fiduciary without a transfer of such shares into the fiduciary's name. C. Shares standing in the name of a receiver may be voted by the receiver. Shares held by or under the control of a receiver may be voted by the receiver without transfer thereof into the receiver's name if the authority so to do is contained in an appropriate order of the court by which the receiver was appointed. D. A stockholder whose shares are pledged shall be entitled to vote the pledged shares unless, in the transfer by the pledgor on the corporation's books, the pledgor has expressly empowered the pledgee to vote thereon, in which case only the pledgee may vote thereon. E. Shares of its own capital stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor counted for quorum purposes; provided, however, that nothing herein shall be construed as limiting the right of the corporation to vote stock, including but not limited to its own capital stock, held by it in a fiduciary capacity. F. If shares are registered in the names of two or more persons, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is 3 given written notice to the contrary and is furnished with a copy of the instrument or order appointing such persons or creating the relationship so providing, their acts with respect to voting shall have the following effect: (a) if only one votes, the voter's act binds all; (b) if more than one votes, the act of the majority so voting binds all; (c) if the vote is evenly split, each faction may vote on the stock proportionately unless otherwise ordered by a court pursuant to the laws of the State of Delaware. If an instrument showing that tenancy is held in unequal shares is filed with the Secretary, a majority or even-split shall be determined by interest. Section 10. List of Stockholders. A complete list of the stockholders entitled to vote at each meeting of the stockholders, arranged in alphabetical order and the number of shares registered in the name of each stockholder, shall be prepared by the Secretary or other officer of the corporation having charge of the stock ledger, at least ten days before the meeting. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city, town, or village where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held, and the list shall be produced and kept at the time and place of the meeting during the whole time thereof for inspection by any stockholder who may be present. Section 11. Inspectors. At any meeting of the stockholders, the chairman of the meeting may, or upon the request of any one or more stockholders or proxies holding or representing not less than ten percent of the outstanding shares shall, appoint one or more persons as inspectors for such meeting. Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do all such other acts as are proper to conduct the election and voting with impartiality and fairness. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof. Section 12. Informal Action by Stockholders. Except as otherwise provided by the Certificate of Incorporation, any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a written consent, setting forth the action so taken. shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. 4 ARTICLE III DIRECTORS Section 1. Power, Number, and Term of Directors. Except as otherwise provided by law or the Certificate of Incorporation, the property, affairs, and business of the corporation shall be managed by its board of directors, consisting of not less than one nor more than ten persons, as fixed from time to time by resolution of the board of directors or stockholders. Subject to Section 3 of Article II above, directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve for one year and until the director's successor is elected and qualified or until the director's earlier resignation or removal. The directors shall have power, from time to time and at any time when the stockholders as such are not assembled in a meeting, to increase or decrease their own number by an amendment to these by-laws. If the number of directors is increased, the additional directors may be elected by a majority of the directors in office at the time of the increase, or if not so elected prior to the next meeting of the stockholders, the additional directors shall be elected by the stockholders. Directors need not be stockholders of the corporation. Section 2. Quorum. A majority of the members of the board of directors in office shall constitute a quorum for the transaction of business; provided, however, a majority of directors then in office shall constitute a quorum for filling a vacancy on the board. If at any meeting of the board of directors a quorum shall not be present, a majority of the directors present may, without further notice, adjourn the meeting from time to time until a quorum shall have been obtained. Section 3. Vacancies. In case one or more vacancies shall occur in the board of directors by reason of death, resignation, or otherwise, except insofar as otherwise provided in the case of a vacancy or vacancies occurring by reason of removal by the stockholders, the remaining directors, although less than a quorum, may by a vote of the majority of the directors then in office elect a successor or successors for the unexpired term or terms. Section 4. Meetings. Meetings of the board of directors, annual, regular, and special, shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolution of the board of directors or as may be specified in the notice of meeting. Regular meetings of the board of directors shall be held at such times as may from time to time be fixed by resolution of the board of directors, and no notice (other than the resolution) need be given as to any regular meeting. Special meetings may be held at any time upon the call of the Chairman, the President, any Vice President, or the Secretary, or any two directors, by oral, telegraphic, or written notice duly served on or sent or mailed to each director not less than two days before the meeting. An annual meeting of the board of directors shall be held without notice immediately after, and at the same place as, the annual meeting of the stockholders. Meetings may be held at any time without notice if all the directors are present or if, at any time before or after the meeting, those not present waive notice of the meeting in writing. Section 5. Attendance by Communications Equipment. Unless otherwise restricted by the Certificate of Incorporation, members of the board of directors or of any committee designated by the board may participate in a meeting of the board or any such committee by means of conference telephone or similar communications equipment whereby all persons participating in 5 the meeting can hear each other. Participation in any meeting by such means shall constitute presence in person at such meeting. Section 6. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to the action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward his written dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a director who voted in favor of the action. Section 7. Committees. The board of directors may, in its discretion, by the affirmative vote of a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of the absent or disqualified member. Except as otherwise provided by law or these by-laws, any committee, to the extent provided by resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation. No committee shall have or exercise the powers and authority of the board of directors with respect to filling vacancies among the directors or in any committee of the directors; amending the Certificate of Incorporation; adopting an agreement of merger or consolidation; recommending to the stockholders the sale, lease, or exchange of all or substantially all of the corporation's property and assets; recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution; amending the by-laws; or, unless the resolution of the board of directors expressly so provides, declaring a dividend or authorizing the issuance of stock. A majority of the members of a committee may determine its action and fix the time and place of its meetings, unless the board of directors shall otherwise provide. The board of directors shall have the power at any time to fill vacancies in, to change the membership of, or to discharge any committee. Section 8. Dividends and Reserves. Subject to the laws of the State of Delaware and the Certificate of Incorporation, the board of directors shall have full power to determine whether any, and if any, what part of any, funds legally available for the payment of dividends shall be declared in dividends and paid to the stockholders. The division of the whole or any part of funds legally available shall rest wholly within the lawful discretion of the board of directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise. The board of directors may set apart out of funds legally available for the payment of dividends a reserve or reserves for any proper purpose, and may from time to time, in its absolute judgment and discretion, increase, abolish, diminish, and vary any reserve or reserves so set apart. Section 9. Removal of Directors. At any duly called and held special meeting of the stockholders, any director or directors may, by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote in an election of directors, be removed from office, either with or without cause; provided, however, that, if the stockholders of the corporation 6 are entitled under the provisions of the Certificate of Incorporation to exercise cumulative voting rights in the election of directors, then no removal shall be effective if the holders of that proportion of the shares of stock outstanding and entitled to vote for an election of directors as could elect to the full board as then provided by these by-laws the director or directors sought to be removed shall vote against removal. The successor or successors to any director or directors so removed may be elected by the stockholders at the meeting at which removal was effectuated. The remaining directors may, to the extent vacancies are not filled by election by the stockholders, fill any vacancy or vacancies created by the removal. Section 10. Informal Action. Any action required or permitted to be taken at any meeting of the board of directors or any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the board or of the committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or the committee. ARTICLE IV WAIVER OF NOTICE Whenever, by law, the Certificate of Incorporation, or these by-laws, notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the date of the meeting, shall be deemed equivalent to notice. Attendance of a person at a meeting of the stockholders, the board of directors, or any committee designated by the board of directors shall constitute a waiver of notice of the meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or any committee designated thereby need be specified in any written waiver of notice unless so required by law, the Certificate of Incorporation, or these by-laws. ARTICLE V OFFICERS Section 1. Number. The board of directors shall elect a President and a Secretary and, from time to time, may elect a Chairman of the Board of Directors, a Treasurer, one or more Vice Presidents, and such Assistant Secretaries, Assistant Treasurers and other officers, agents, and employees as it may deem proper. Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person Section 2. Term and Removal. The term of office of each officer shall be one year and until the officer's successor is elected, but any officer may be removed from office, either with or without cause, at any time by the affirmative vote of a majority of the members of the board of directors then in office. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the board of directors. 7 Section 3. Delegation. The officers of the corporation will from time to time receive written grants of authority from the corporation's parent to engage in certain transactions on behalf of the corporation (a "Delegation"). All actions taken by the officers of the corporation pursuant to a Delegation will at all times be subject to the limitations set forth therein. The officers of the corporation may subdelegate in writing the authority granted to them by a Delegation to the officers of the corporation's subsidiaries. Section 4. Chairman of the Board of Directors. The Chairman of the Board of Directors, if a Chairman of the Board of Directors has been elected and is serving, shall be the chief executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. The Chairman shall preside at all meetings of the stockholders and of the board of directors. The Chairman shall have the authority to sign certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which require the Chairman's signature, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. In general, the Chairman shall perform all duties incident to the office of Chairman of the Board of Directors and chief executive officer of the corporation and such other duties as may be prescribed by the board of directors from time to time. Section 5. The President. The President shall be the chief operating officer of the corporation and shall, subject to the direction and control of the board of directors, in general supervise and control all of the operations of the corporation. In the absence of the Chairman, the President shall preside at all meetings of the stockholders and of the board of directors. In the absence of the Chairman or in the event of the Chairman's inability or refusal to act, the President shall perform the duties of the Chairman and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. The President may sign certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which require the President's signature, except in cases where the execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise executed. In general, the President shall perform all duties incident to the office of President and chief administrative officer of the corporation and such other duties as may be prescribed from time to time by the board of directors or the Chairman. Section 6. Vice Presidents. In the absence of the President or in the event of the President's inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, including, without limitation, the duties of the Chairman if and as assumed by the President as a result of the absence of the Chairman or the Chairman's inability or refusal to act, and the Vice President, when so acting, shall have all of the powers and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties as from time to time may be assigned to the Vice President by the Chairman, the President, or the board of directors. The authority of Vice Presidents to sign in the name of the Corporation certificates for shares of the Corporation and deeds, mortgages, bonds, contracts, or other instruments shall be coordinate with like authority of the President. Section 7. Treasurer. If required by the board of directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer's duties in such sum and with such surety or sureties 8 as the board of directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these by-laws. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Chairman, the President, or the board of directors. Section 8. Secretary. The Secretary shall: (a) keep records of corporate action, including the minutes of meetings of the stockholders and the board of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (e) sign, with the Chairman, the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the board of directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Chairman, the President, or the board of directors. Section 9. Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers shall, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine. The Assistant Secretaries as thereunto authorized by the board of directors may sign, with the Chairman, the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by a resolution of the board of directors. The Assistant Treasurers and Assistant Secretaries in general shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President, the Chairman, or the board of directors. ARTICLE VI STOCK CERTIFICATES Section 1. Form of Stock Certificates. The interest of each stockholder of the corporation shall be evidenced by certificates for shares of stock, certifying the number of fully-paid shares represented thereby and in such form, not inconsistent with the Certificate of Incorporation, as the board of directors may from time to time prescribe. Section 2. Execution and Issuance of Certificates of Stock. Stock certificates shall be signed by the Chairman or a Vice-Chairman of the Board of Directors or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary and be sealed with the seal of the corporation. Such seal may be a facsimile, engraved or printed. If any stock certificate is signed by a transfer agent or a registrar, other than the corporation or its employees, the signatures of the Chairman, the President, a Vice President, the Secretary, or an Assistant Secretary upon such certificate may be facsimiles, engraved or printed. In case any such officer who has signed, or whose facsimile signature has been placed upon, a stock certificate shall 9 have ceased to be such before such certificate is issued, it may be issued by the corporation with the same effect as if such officer had not ceased to be such at the time of its issuance. Section 3. Transfer of Certificates of Stock. Except as otherwise provided by the Certificate of Incorporation or these by-laws, any certificate for shares of the Corporation shall be transferable in person or by attorney upon the surrender thereof to the corporation or any transfer agent therefor properly endorsed for transfer and accompanied by such assurances as the corporation or such transfer agent may require as to the genuineness and effectiveness of each necessary document. Section 4. Fixing the Date for Determination of Stockholders of Record. To determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or any other distribution or allotment of any rights, or entitled to exercise any rights, in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix in advance a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. To determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix in advance a record date, which shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. No record date shall precede the date upon which the resolution fixing such date is adopted by the board of directors. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the board of directors fixes a new record date for the adjourned meeting. Section 5. Failure to Fix Record Date. If no record date is fixed in accordance with Section 4 of this Article VI: A. The record date for determining stockholders entitled to notice or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or if the notice is waived, at the close of business on the day next preceding the day on which the meeting is held. B. The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to the place where the proceedings of the corporation are recorded and the custodian of such proceedings. When prior action by the board of directors is required by law, the record date shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action. C. The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto. Section 6. Lost, Stolen, or Destroyed Stock Certificates. No stock certificate representing shares of the corporation shall be issued in place of any certificate alleged to have been lost, stolen, or destroyed except upon delivery to the corporation of such evidence as the board of 10 directors may in its discretion require. The board of directors may also require a bond to be delivered to the corporation upon such terms and secured by such surety as the board shall deem fit. Section 7. Transfer Agent and Registrar. The board of directors may appoint one or more transfer agents or one or more transfer clerks and one or more registrars and may require all stock certificates to bear the signature or signatures of any of them. Section 8. Examination of Books by Stockholders. The board shall have power to determine, from time to time, whether and to what extent and at what times and places and under what conditions and regulations the accounts and books and documents of the corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right to inspect any account or book or document of the corporation except as otherwise, and only to the extent, provided by law. ARTICLE VII INTEREST OF DIRECTORS OR OFFICERS IN CERTAIN TRANSACTIONS Section 1. Action or Criteria Required. No contract or transaction between the corporation and one or more of its directors or officers, and no contract or transaction between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transaction, or solely because the vote of an interested director is counted for such purposes, if: A. the material facts as to the director's relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or B. the material facts as to the director's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or C. the contract or transaction is fair as to the corporation as to the time it is authorized, approved, or ratified, by the board of directors, a committee thereof or the stockholders. Section 2. Effect of Quorum. Common or interested directors may be counted in determining the presence of a quorum at any meeting of the board of directors or of a committee thereof. 11 ARTICLE VIII INDEMNIFICATION OF OFFICERS AND DIRECTORS Section 1. Power to Indemnify. The corporation shall indemnify any person who is or was a director or officer of the corporation to the fullest extent permitted by law. The corporation shall have the power to indemnify any person who is or was an employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including an employee benefit plan), to the fullest extent permitted by law. For purpose of this Article VIII, the term "officer" shall mean the Chairman of the Board, President, Treasurer, Secretary, any Vice President of the corporation, and such other officers as are determined to be entitled to indemnification by resolution of the board of directors. Section 2. Advancement of Expenses. Expenses (including attorneys' fees) incurred by a current of former director or officer in defending any civil, criminal, administrative, or investigative action, suit, or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall be ultimately determined that such person is not entitled to be indemnified by the corporation. Such expenses (including attorneys' fees) incurred by employees or agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. Section 3. Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including an employee benefit plan), against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under applicable law. Section 4. Other Rights. The rights to indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. ARTICLE IX FISCAL YEAR The fiscal year of the corporation shall be as determined by the board of directors of the corporation. In the absence of such determination, the fiscal year of the corporation shall be the calendar year. 12 ARTICLE X CORPORATE SEAL The board of directors may provide a suitable seal, including duplicates thereof, containing the name of the Corporation. ARTICLE XI AMENDMENTS These by-laws shall be subject to alteration, amendment, or repeal, and new by-laws, not inconsistent with any provision of law or the Certificate of Incorporation, may be made, either by the affirmative vote of a majority of the whole board of directors at any meeting thereof or, if the power to make, amend, alter or repeal the by-laws shall not have been granted to the board of directors in the Certificate of Incorporation, by the affirmative vote of the holders of a majority in interest of the stockholders of the corporation present in person or by proxy at any annual or special meeting and entitled to vote thereat, a quorum being present. Notice of the proposal to make, alter, amend, or repeal the by-laws of the corporation shall be included in the notice of such meeting of the board of directors or of the stockholders, as the case may be. 13 EX-3.13 14 w56437ex3-13.txt CERT. OF INC. GENERAL DYNAMICS DEFENSE SYSTEMS Exhibit 3.13 RESTATED CERTIFICATE OF INCORPORATION OF GENERAL DYNAMICS DEFENSE SYSTEMS, INC. -------------------- PURSUANT TO SECTIONS 242 AND 245 OF THE DELAWARE GENERAL CORPORATION LAW -------------------- General Dynamics Defense Systems, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: 1. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on November 19, 1996. 2. This Restated Certificate of Incorporation restates, integrates and also further amends the Certificate of Incorporation of the Corporation, as heretofore in effect. This Restated Certificate of Incorporation has been adopted by the Board of Directors and by the affirmative unanimous vote of the stockholders of the Corporation pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, and is as follows: FIRST: The name of the corporation (hereinafter called the "corporation") is General Dynamics Defense Systems, Inc. SECOND: The address, including street number, city, and county, of the registered office of the corporation in the State of Delaware is 1013 Centre Road, City of Wilmington, 19805. County of New Castle and the name of the registered agent of the corporation in the State of Delaware at such address is Corporation Service Company. THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock which the corporation shall have authority to issue is 1000, with a par value of $1.00 per share. All such shares are of one class and are shares of Common Stock. FIFTH: The corporation is to have perpetual existence. SIXTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver of receivers appointed for this corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class or stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation. SEVENTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided: 1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. No election of directors need be by written ballot. 2. After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of Section 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of Section 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation. EIGHTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this paragraph by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification. Nothing herein shall limit or otherwise affect the obligation or right of the Corporation to indemnify its directors pursuant to the provisions of this Certificate of Incorporation, the by-laws of the Corporation or as may be permitted by the General Corporation Law of the State of Delaware. NINTH: The board of directors of the Corporation may, by resolution adopted from time to time, indemnify such persons as permitted by the General Corporation Law of the State of 2 Delaware as amended from time to time. The board of directors of the Corporation may, by resolution adopted from time to time, purchase and maintain insurance on behalf of such persons as permitted by the General Corporation Law of the State of Delaware as amended from time to time. TENTH: The corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware. ELEVENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH. Signed on 22 January 1999. GENERAL DYNAMICS DEFENSE SYSTEMS, INC. By: /s/ Margaret N. House _____________________________ Its:Secretary _____________________________ 3 EX-3.14 15 w56437ex3-14.txt BY-LAWS OF GENERAL DYNAMICS DEFENSE SYSTEMS,INC. Exhibit 3.14 AMENDED & RESTATED BY-LAWS OF GENERAL DYNAMICS DEFENSE SYSTEMS, INC. ADOPTED AS OF SEPTEMBER 15, 2000 ARTICLE I OFFICES Section 1. Registered Office and Agent. The name of the corporation's registered agent and the office of its registered office in the State of Delaware are as follows: Corporation Service Company Section 2. Principal Office. The address of the principal office of the corporation is as follows: 2711 Centerville Road, Suite 400 Wilmington, Delaware 19808 Section 3. Other Offices. The corporation may also have an office or offices at such other place or places, within or without the State of Delaware, as the board of directors may from time to time designate or the business of the corporation may require. ARTICLE II STOCKHOLDERS Section 1. Annual Meetings. The annual meeting of the stockholders shall be held at such time and place and on such date in each year, within or without the State of Delaware, as may be determined by the board of directors and as shall be designated in the notice of the meeting. Section 2. Purposes of Annual Meeting. The annual meeting of the stockholders shall be held for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting, notice of which shall be given in the notice of the meeting. Section 3. Failure to Elect Directors at Annual Meeting. If the election of directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as convenient. At such meeting, the stockholders may elect directors and transact other business with the same force and effect as at an annual meeting. Section 4. Special Meetings. Special meetings of the stockholders shall be held at such time and place and on such date in each year, within or without the State of Delaware, as may be determined by the person or persons calling the meeting and as shall be designated in the notice of the meeting. Special meetings of the stockholders may be called by the board of directors, the Chairman of the Board of Directors (sometimes hereafter in these by-laws, the "Chairman"), or the President and shall be called by the Chairman, the President, or the Secretary at the request in writing of stockholders owning at least one-fifth of the issued and outstanding shares of capital stock of the corporation entitled to vote. Calls for such meetings shall specify the purposes thereof and no business other than that specified in the call shall be considered at any special meeting. Section 5. Notice of Meetings and Adjourned Meetings. Unless waived as provided below, and except as provided in Section 230 of the General Corporation Law of the State of Delaware, not less than ten nor more than sixty days before any stockholders' meeting, the Chairman, the President, the Secretary, or an Assistant Secretary shall give each stockholder entitled to vote at the meeting written notice of the place, date, and hour of the meeting and the purpose or purposes for which the meeting is called. Such notice shall be mailed to each stockholder at his address as it appears on the corporation's records. When a meeting is adjourned to another time or place, notice need not be given if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken. If the adjournment is for a period of more than thirty days, or if, after the adjournment, a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote. Except as otherwise expressly provided by statute, no publication of any notice of a stockholders' meeting shall be required. Any stockholder, either before or after any meeting, may waive any notice required to be given by law or pursuant to these by-laws. Section 6. Quorum. Except as otherwise provided by law or the Certificate of Incorporation, the presence, in person or by proxy, of the holders of record of a majority of the shares of the capital stock of the corporation then issued and outstanding and entitled to vote at the meeting shall constitute a quorum for the transaction of business to be considered at such meeting; provided, however, that no action required by law or by the Certificate of Incorporation or these by-laws to be authorized as taken by the holders of a designated proportion of a particular class or series of shares may be authorized or taken by a lesser proportion and provided, further, that if a separate class vote is required with respect to any matter, the holders of a majority of the outstanding shares of such class, present in person or by proxy, shall constitute a quorum of such class, and, except as otherwise provided by law or the Certificate of Incorporation, the affirmative vote of a majority of shares of such class so present shall be the act of such class. In the absence of a quorum at any meeting or any adjournment thereof, a majority of those present, in person or by proxy and entitled to vote, may adjourn the meeting from time to time. At any adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting as originally called may be transacted. Section 7. Organization. Meetings of the stockholders shall be presided over by the Chairman, or if he is not present, by the President, or, if neither the Chairman nor the President is present, by a chairman to be chosen by a majority of the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the corporation, or in the Secretary's absence, an Assistant Secretary, shall act as secretary of every meeting of the stockholders but, if 2 neither the Secretary nor an Assistant Secretary is present, the meeting shall choose any person present thereat to act as secretary of the meeting. Section 8. Voting. Except as otherwise provided by law or the Certificate of Incorporation, and subject to the provisions of Sections 4 and 5 of Article VI of these by-laws, at every meeting of the stockholders, each stockholder of the corporation entitled to vote at the meeting shall have one vote, in person or by proxy, for each share of stock having voting rights held by the stockholder. Any stockholder entitled to vote may do so either in person or by proxy appointed by an instrument in writing, subscribed by such stockholder or by the stockholder's attorney thereunto authorized and delivered to the secretary of the meeting; provided, however, that no proxy shall be voted on after three years from its date unless the proxy provides for a longer period. Except as otherwise required by law, the Certificate of Incorporation or these by-laws, all matters coming before any meeting of the stockholders shall be decided by the vote of a majority in interest of the stockholders present, in person or by proxy, at the meeting and entitled to vote, a quorum being present. Unless otherwise provided in the Certificate of Incorporation, voting at all elections for directors need not be by ballot and shall not be cumulative. Section 9. Voting of Shares by Certain Holders. A. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the by-laws of the other corporation may prescribe, or, in the absence of an appropriate provision, as the board of directors of the other corporation may determine. B. Shares standing in the name of a deceased person may be voted by the decedent's administrator or executor. Shares standing in the name of a guardian, conservator, or trustee may be voted by such fiduciary, but no guardian, conservator, or trustee shall be entitled, as such fiduciary, to vote shares held by such fiduciary without a transfer of such shares into the fiduciary's name. C. Shares standing in the name of a receiver may be voted by the receiver. Shares held by or under the control of a receiver may be voted by the receiver without transfer thereof into the receiver's name if the authority so to do is contained in an appropriate order of the court by which the receiver was appointed. D. A stockholder whose shares are pledged shall be entitled to vote the pledged shares unless, in the transfer by the pledgor on the corporation's books, the pledgor has expressly empowered the pledgee to vote thereon, in which case only the pledgee may vote thereon. E. Shares of its own capital stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor counted for quorum purposes; provided, however, that nothing herein shall be construed as limiting the right of the corporation to vote stock, including but not limited to its own capital stock, held by it in a fiduciary capacity. F. If shares are registered in the names of two or more persons, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is 3 given written notice to the contrary and is furnished with a copy of the instrument or order appointing such persons or creating the relationship so providing, their acts with respect to voting shall have the following effect: (a) if only one votes, the voter's act binds all; (b) if more than one votes, the act of the majority so voting binds all; (c) if the vote is evenly split, each faction may vote on the stock proportionately unless otherwise ordered by a court pursuant to the laws of the State of Delaware. If an instrument showing that tenancy is held in unequal shares is filed with the Secretary, a majority or even-split shall be determined by interest. Section 10. List of Stockholders. A complete list of the stockholders entitled to vote at each meeting of the stockholders, arranged in alphabetical order and the number of shares registered in the name of each stockholder, shall be prepared by the Secretary or other officer of the corporation having charge of the stock ledger, at least ten days before the meeting. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city, town, or village where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held, and the list shall be produced and kept at the time and place of the meeting during the whole time thereof for inspection by any stockholder who may be present. Section 11. Inspectors. At any meeting of the stockholders, the chairman of the meeting may, or upon the request of any one or more stockholders or proxies holding or representing not less than ten percent of the outstanding shares shall, appoint one or more persons as inspectors for such meeting. Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do all such other acts as are proper to conduct the election and voting with impartiality and fairness. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof. Section 12. Informal Action by Stockholders. Except as otherwise provided by the Certificate of Incorporation, any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a written consent, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. 4 ARTICLE III DIRECTORS Section 1. Power, Number, and Term of Directors. Except as otherwise provided by law or the Certificate of Incorporation, the property, affairs, and business of the corporation shall be managed by its board of directors, consisting of not less than one nor more than ten persons, as fixed from time to time by resolution of the board of directors or stockholders. Subject to Section 3 of Article II above, directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve for one year and until the director's successor is elected and qualified or until the director's earlier resignation or removal. The directors shall have power, from time to time and at any time when the stockholders as such are not assembled in a meeting, to increase or decrease their own number by an amendment to these by-laws. If the number of directors is increased, the additional directors may be elected by a majority of the directors in office at the time of the increase, or if not so elected prior to the next meeting of the stockholders, the additional directors shall be elected by the stockholders. Directors need not be stockholders of the corporation. Section 2. Quorum. A majority of the members of the board of directors in office shall constitute a quorum for the transaction of business; provided, however, a majority of directors then in office shall constitute a quorum for filling a vacancy on the board. If at any meeting of the board of directors a quorum shall not be present, a majority of the directors present may, without further notice, adjourn the meeting from time to time until a quorum shall have been obtained. Section 3. Vacancies. In case one or more vacancies shall occur in the board of directors by reason of death, resignation, or otherwise, except insofar as otherwise provided in the case of a vacancy or vacancies occurring by reason of removal by the stockholders, the remaining directors, although less than a quorum, may by a vote of the majority of the directors then in office elect a successor or successors for the unexpired term or terms. Section 4. Meetings. Meetings of the board of directors, annual, regular, and special, shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolution of the board of directors or as may be specified in the notice of meeting. Regular meetings of the board of directors shall be held at such times as may from time to time be fixed by resolution of the board of directors, and no notice (other than the resolution) need be given as to any regular meeting. Special meetings may be held at any time upon the call of the Chairman, the President, any Vice President, or the Secretary, or any two directors, by oral, telegraphic, or written notice duly served on or sent or mailed to each director not less than two days before the meeting. An annual meeting of the board of directors shall be held without notice immediately after, and at the same place as, the annual meeting of the stockholders. Meetings may be held at any time without notice if all the directors are present or if, at any time before or after the meeting, those not present waive notice of the meeting in writing. Section 5. Attendance by Communications Equipment. Unless otherwise restricted by the Certificate of Incorporation, members of the board of directors or of any committee designated by the board may participate in a meeting of the board or any such committee by means of conference telephone or similar communications equipment whereby all persons participating in 5 the meeting can hear each other. Participation in any meeting by such means shall constitute presence in person at such meeting. Section 6. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to the action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward his written dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a director who voted in favor of the action. Section 7. Committees. The board of directors may, in its discretion, by the affirmative vote of a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of the absent or disqualified member. Except as otherwise provided by law or these by-laws, any committee, to the extent provided by resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation. No committee shall have or exercise the powers and authority of the board of directors with respect to filling vacancies among the directors or in any committee of the directors; amending the Certificate of Incorporation; adopting an agreement of merger or consolidation; recommending to the stockholders the sale, lease, or exchange of all or substantially all of the corporation's property and assets; recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution; amending the by-laws; or, unless the resolution of the board of directors expressly so provides, declaring a dividend or authorizing the issuance of stock. A majority of the members of a committee may determine its action and fix the time and place of its meetings, unless the board of directors shall otherwise provide. The board of directors shall have the power at any time to fill vacancies in, to change the membership of, or to discharge any committee. Section 8. Dividends and Reserves. Subject to the laws of the State of Delaware and the Certificate of Incorporation, the board of directors shall have full power to determine whether any, and if any, what part of any, funds legally available for the payment of dividends shall be declared in dividends and paid to the stockholders. The division of the whole or any part of funds legally available shall rest wholly within the lawful discretion of the board of directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise. The board of directors may set apart out of funds legally available for the payment of dividends a reserve or reserves for any proper purpose, and may from time to time, in its absolute judgment and discretion, increase, abolish, diminish, and vary any reserve or reserves so set apart. Section 9. Removal of Directors. At any duly called and held special meeting of the stockholders, any director or directors may, by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote in an election of directors, be removed from office, either with or without cause; provided, however, that, if the stockholders of the corporation 6 are entitled under the provisions of the Certificate of Incorporation to exercise cumulative voting rights in the election of directors, then no removal shall be effective if the holders of that proportion of the shares of stock outstanding and entitled to vote for an election of directors as could elect to the full board as then provided by these by-laws the director or directors sought to be removed shall vote against removal. The successor or successors to any director or directors so removed may be elected by the stockholders at the meeting at which removal was effectuated. The remaining directors may, to the extent vacancies are not filled by election by the stockholders, fill any vacancy or vacancies created by the removal. Section 10. Informal Action. Any action required or permitted to be taken at any meeting of the board of directors or any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the board or of the committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or the committee. ARTICLE IV WAIVER OF NOTICE Whenever, by law, the Certificate of Incorporation, or these by-laws, notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the date of the meeting, shall be deemed equivalent to notice. Attendance of a person at a meeting of the stockholders, the board of directors, or any committee designated by the board of directors shall constitute a waiver of notice of the meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or any committee designated thereby need be specified in any written waiver of notice unless so required by law, the Certificate of Incorporation, or these by-laws. ARTICLE V OFFICERS Section 1. Number. The board of directors shall elect a President and a Secretary and, from time to time, may elect a Chairman of the Board of Directors, a Treasurer, one or more Vice Presidents, and such Assistant Secretaries, Assistant Treasurers and other officers, agents, and employees as it may deem proper. Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person. Section 2. Term and Removal. The term of office of each officer shall be one year and until the officer's successor is elected, but any officer may be removed from office, either with or without cause, at any time by the affirmative vote of a majority of the members of the board of directors then in office. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the board of directors. 7 Section 3. Delegation. The officers of the corporation will from time to time receive written grants of authority from the corporation's parent to engage in certain transactions on behalf of the corporation (a "Delegation"). All actions taken by the officers of the corporation pursuant to a Delegation will at all times be subject to the limitations set forth therein. The officers of the corporation may subdelegate in writing the authority granted to them by a Delegation to the officers of the corporation's subsidiaries. Section 4. Chairman of the Board of Directors. The Chairman of the Board of Directors, if a Chairman of the Board of Directors has been elected and is serving, shall be the chief executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. The Chairman shall preside at all meetings of the stockholders and of the board of directors. The Chairman shall have the authority to sign certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which require the Chairman's signature, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. In general, the Chairman shall perform all duties incident to the office of Chairman of the Board of Directors and chief executive officer of the corporation and such other duties as may be prescribed by the board of directors from time to time. Section 5. The President. The President shall be the chief operating officer of the corporation and shall, subject to the direction and control of the board of directors, in general supervise and control all of the operations of the corporation. In the absence of the Chairman, the President shall preside at all meetings of the stockholders and of the board of directors. In the absence of the Chairman or in the event of the Chairman's inability or refusal to act, the President shall perform the duties of the Chairman and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. The President may sign certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which require the President's signature, except in cases where the execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise executed. In general, the President shall perform all duties incident to the office of President and chief administrative officer of the corporation and such other duties as may be prescribed from time to time by the board of directors or the Chairman. Section 6. Vice Presidents. In the absence of the President or in the event of the President's inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, including, without limitation, the duties of the Chairman if and as assumed by the President as a result of the absence of the Chairman or the Chairman's inability or refusal to act, and the Vice President, when so acting, shall have all of the powers and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties as from time to time may be assigned to the Vice President by the Chairman, the President, or the board of directors. The authority of Vice Presidents to sign in the name of the Corporation certificates for shares of the Corporation and deeds, mortgages, bonds, contracts, or other instruments shall be coordinate with like authority of the President. Section 7. Treasurer. If required by the board of directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer's duties in such sum and with such surety or sureties 8 as the board of directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these by-laws. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Chairman, the President, or the board of directors. Section 8. Secretary. The Secretary shall: (a) keep records of corporate action, including the minutes of meetings of the stockholders and the board of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (e) sign, with the Chairman, the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the board of directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Chairman, the President, or the board of directors. Section 9. Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers shall, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine. The Assistant Secretaries as thereunto authorized by the board of directors may sign, with the Chairman, the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by a resolution of the board of directors. The Assistant Treasurers and Assistant Secretaries in general shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President, the Chairman, or the board of directors. ARTICLE VI STOCK CERTIFICATES Section 1. Form of Stock Certificates. The interest of each stockholder of the corporation shall be evidenced by certificates for shares of stock, certifying the number of fully-paid shares represented thereby and in such form, not inconsistent with the Certificate of Incorporation, as the board of directors may from time to time prescribe. Section 2. Execution and Issuance of Certificates of Stock. Stock certificates shall be signed by the Chairman or a Vice-Chairman of the Board of Directors or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary and be sealed with the seal of the corporation. Such seal may be a facsimile, engraved or printed. If any stock certificate is signed by a transfer agent or a registrar, other than the corporation or its employees, the signatures of the Chairman, the President, a Vice President, the Secretary, or an Assistant Secretary upon such certificate may be facsimiles, engraved or printed. In case any such officer who has signed, or whose facsimile signature has been placed upon, a stock certificate shall 9 have ceased to be such before such certificate is issued, it may be issued by the corporation with the same effect as if such officer had not ceased to be such at the time of its issuance. Section 3. Transfer of Certificates of Stock. Except as otherwise provided by the Certificate of Incorporation or these by-laws, any certificate for shares of the Corporation shall be transferable in person or by attorney upon the surrender thereof to the corporation or any transfer agent therefor properly endorsed for transfer and accompanied by such assurances as the corporation or such transfer agent may require as to the genuineness and effectiveness of each necessary document. Section 4. Fixing the Date for Determination of Stockholders of Record. To determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or any other distribution or allotment of any rights, or entitled to exercise any rights, in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix in advance a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. To determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix in advance a record date, which shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. No record date shall precede the date upon which the resolution fixing such date is adopted by the board of directors. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the board of directors fixes a new record date for the adjourned meeting. Section 5. Failure to Fix Record Date. If no record date is fixed in accordance with Section 4 of this Article VI: A. The record date for determining stockholders entitled to notice or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or if the notice is waived, at the close of business on the day next preceding the day on which the meeting is held. B. The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to the place where the proceedings of the corporation are recorded and the custodian of such proceedings. When prior action by the board of directors is required by law, the record date shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action. C. The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto. Section 6. Lost, Stolen, or Destroyed Stock Certificates. No stock certificate representing shares of the corporation shall be issued in place of any certificate alleged to have been lost, stolen, or destroyed except upon delivery to the corporation of such evidence as the board of 10 directors may in its discretion require. The board of directors may also require a bond to be delivered to the corporation upon such terms and secured by such surety as the board shall deem fit. Section 7. Transfer Agent and Registrar. The board of directors may appoint one or more transfer agents or one or more transfer clerks and one or more registrars and may require all stock certificates to bear the signature or signatures of any of them. Section 8. Examination of Books by Stockholders. The board shall have power to determine, from time to time, whether and to what extent and at what times and places and under what conditions and regulations the accounts and books and documents of the corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right to inspect any account or book or document of the corporation except as otherwise, and only to the extent, provided by law. ARTICLE VII INTEREST OF DIRECTORS OR OFFICERS IN CERTAIN TRANSACTIONS Section 1. Action or Criteria Required. No contract or transaction between the corporation and one or more of its directors or officers, and no contract or transaction between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transaction, or solely because the vote of an interested director is counted for such purposes, if: A. the material facts as to the director's relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or B. the material facts as to the director's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or C. the contract or transaction is fair as to the corporation as to the time it is authorized, approved, or ratified, by the board of directors, a committee thereof, or the stockholders. Section 2. Effect of Quorum. Common or interested directors may be counted in determining the presence of a quorum at any meeting of the board of directors or of a committee thereof. 11 ARTICLE VIII INDEMNIFICATION OF OFFICERS AND DIRECTORS Section 1. Power to Indemnify. The corporation shall indemnify any person who is or was a director or officer of the corporation to the fullest extent permitted by law. The corporation shall have the power to indemnify any person who is or was an employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including an employee benefit plan), to the fullest extent permitted by law. For purpose of this Article VIII, the term "officer" shall mean the Chairman of the Board, President, Treasurer, Secretary, any Vice President of the corporation, and such other officers as are determined to be entitled to indemnification by resolution of the board of directors. Section 2. Advancement of Expenses. Expenses (including attorneys' fees) incurred by a current of former director or officer in defending any civil, criminal, administrative, or investigative action, suit, or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall be ultimately determined that such person is not entitled to be indemnified by the corporation. Such expenses (including attorneys' fees) incurred by employees or agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. Section 3. Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including an employee benefit plan), against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under applicable law. Section 4. Other Rights. The rights to indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. ARTICLE IX FISCAL YEAR The fiscal year of the corporation shall be as determined by the board of directors of the corporation. In the absence of such determination, the fiscal year of the corporation shall be the calendar year. 12 ARTICLE X CORPORATE SEAL The board of directors may provide a suitable seal, including duplicates thereof, containing the name of the Corporation. ARTICLE XI AMENDMENTS These by-laws shall be subject to alteration, amendment, or repeal, and new by-laws, not inconsistent with any provision of law or the Certificate of Incorporation, may be made, either by the affirmative vote of a majority of the whole board of directors at any meeting thereof or, if the power to make, amend, alter or repeal the by-laws shall not have been granted to the board of directors in the Certificate of Incorporation, by the affirmative vote of the holders of a majority in interest of the stockholders of the corporation present in person or by proxy at any annual or special meeting and entitled to vote thereat, a quorum being present. Notice of the proposal to make, alter, amend, or repeal the by-laws of the corporation shall be included in the notice of such meeting of the board of directors or of the stockholders, as the case may be. 13 EX-3.15 16 w56437ex3-15.txt CERT. OF INC. GENERAL DYNAMICS GOVERNMENT Exhibit 3.15 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GTE GOVERNMENT SYSTEMS CORPORATION FIRST: The name of the corporation (hereinafter called the "corporation") is General Dynamics Government Systems Corporation. SECOND: The address, including street number, city, and county, of the registered office of the corporation in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19801, County of New Castle and the name of the registered agent of the corporation in the State of Delaware at such address is Corporation Service Company. THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock which the corporation shall have authority to issue is 1,000, at $1.00 par value. All such shares are of one class and are shares of Common Stock. FIFTH: The corporation is to have perpetual existence. SIXTH: Whenever a compromise or arrangement is proposed between the corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the corporation under Section 291 of the General Corporation Law of the State of Delaware or on the application of trustees in dissolution or of any receiver of receivers appointed for this corporation under Section 279 of the General Corporation Law of the State of Delaware order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation. SEVENTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided: 1. The management of the business and the conduct of the affairs of the corporation shall be vested in its board of directors. The number of directors which shall constitute the whole board of directors shall be fixed by, or in the manner provided in, the Bylaws, but such number may from time to time be increased or decreased in such manner as may be prescribed by the Bylaws. No election of directors need be by written ballot. 2. After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of Section 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the board of directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of Section 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote unless provisions for such classification shall be set forth in this certificate of incorporation. EIGHTH: To the fullest extent permitted under the law of the State of Delaware, including the General Corporation Law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for damages for any breach of fiduciary duty as a director. No amendment to or repeal of this Article EIGHTH shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. In the event that the General Corporation Law of the State of Delaware is hereafter amended to permit further elimination or limitation of the personal liability of directors, then the liability of a director of the corporation shall be so eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware as so amended without further action by either the board of directors or the stockholders of the corporation. NINTH: The board of directors of the corporation may, by resolution adopted from time to time, indemnify such persons as permitted by the General Corporation Law of the State of Delaware as amended from time to time. The board of directors of the corporation may, by resolution adopted from time to time, purchase and maintain insurance on behalf of such persons as permitted by the General Corporation Law of the State of Delaware as amended from time to time. TENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article TENTH. 2 IN WITNESS WHEREOF, the corporation has caused this certificate to be signed by its Vice President and attested by its Secretary on this 8th day of September 1999. /s/ David A. Savner ___________________ David A. Savner Vice President ATTEST: /s/ Margaret N. House _____________________ Margaret N. House Secretary 3 EX-3.16 17 w56437ex3-16.txt BY-LAWS OF GENERAL DYNAMICS GOVERNMENT SYSTEMS Exhibit 3.16 AMENDED & RESTATED BY-LAWS OF GENERAL DYNAMICS GOVERNMENT SYSTEMS CORPORATION ADOPTED AS OF SEPTEMBER 15, 2000 ARTICLE I OFFICES Section 1. Registered Office and Agent. The name of the corporation's registered agent and the office of its registered office in the State of Delaware are as follows: Corporation Service Company Section 2. Principal Office. The address of the principal office of the corporation is as follows: 2711 Centerville Road, Suite 400 Wilmington, Delaware 19808 Section 3. Other Offices. The corporation may also have an office or offices at such other place or places, within or without the State of Delaware, as the board of directors may from time to time designate or the business of the corporation may require. ARTICLE II STOCKHOLDERS Section 1. Annual Meetings. The annual meeting of the stockholders shall be held at such time and place and on such date in each year within or without the State of Delaware, as may be determined by the board of directors and as shall be designated in the notice of the meeting. Section 2. Purposes of Annual Meeting. The annual meeting of the stockholders shall be held for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting, notice of which shall be given in the notice of the meeting. Section 3. Failure to Elect Directors at Annual Meeting. If the election of directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as convenient. At such meeting, the stockholders may elect directors and transact other business with the same force and effect as at an annual meeting. Section 4. Special Meetings. Special meetings of the stockholders shall be held at such time and place and on such date in each year, within or without the State of Delaware, as may be determined by the person or persons calling the meeting and as shall be designated in the notice of the meeting. Special meetings of the stockholders may be called by the board of directors, the Chairman of the Board of Directors (sometimes hereafter in these by-laws, the "Chairman"), or the President and shall be called by the Chairman, the President, or the Secretary at the request in writing of stockholders owning at least one-fifth of the issued and outstanding shares of capital stock of the corporation entitled to vote. Calls for such meetings shall specify the purposes thereof and no business other than that specified in the call shall be considered at any special meeting. Section 5. Notice of Meetings and Adjourned Meetings. Unless waived as provided below, and except as provided in Section 230 of the General Corporation Law of the State of Delaware, not less than ten nor more than sixty days before any stockholders' meeting, the Chairman, the President, the Secretary, or an Assistant Secretary shall give each stockholder entitled to vote at the meeting written notice of the place, date, and hour of the meeting and the purpose or purposes for which the meeting is called. Such notice shall be mailed to each stockholder at his address as it appears on the corporation's records. When a meeting is adjourned to another time or place, notice need not be given if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken. If the adjournment is for a period of more than thirty days, or if, after the adjournment, a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote. Except as otherwise expressly provided by statute, no publication of any notice of a stockholders' meeting shall be required. Any stockholder, either before or after any meeting, may waive any notice required to be given by law or pursuant to these by-laws. Section 6. Quorum. Except as otherwise provided by law or the Certificate of Incorporation, the presence, in person or by proxy, of the holders of record of a majority of the shares of the capital stock of the corporation then issued and outstanding and entitled to vote at the meeting shall constitute a quorum for the transaction of business to be considered at such meeting; provided, however, that no action required by law or by the Certificate of Incorporation or these by-laws to be authorized as taken by the holders of a designated proportion of a particular class or series of shares may be authorized or taken by a lesser proportion and provided, further, that if a separate class vote is required with respect to any matter, the holders of a majority of the outstanding shares of such class, present in person or by proxy, shall constitute a quorum of such class, and, except as otherwise provided by law or the Certificate of Incorporation, the affirmative vote of a majority of shares of such class so present shall be the act of such class. In the absence of a quorum at any meeting or any adjournment thereof, a majority of those present, in person or by proxy and entitled to vote, may adjourn the meeting from time to time. At any adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting as originally called may be transacted. Section 7. Organization. Meetings of the stockholders shall be presided over by the Chairman, or if he is not present, by the President, or, if neither the Chairman nor the President is present, by a chairman to be chosen by a majority of the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the corporation, or in the Secretary's absence, an Assistant Secretary, shall act as secretary of every meeting of the stockholders but, if 2 neither the Secretary nor an Assistant Secretary is present, the meeting shall choose any person present thereat to act as secretary of the meeting. Section 8. Voting. Except as otherwise provided by law or the Certificate of Incorporation, and subject to the provisions of Sections 4 and 5 of Article VI of these by-laws, at every meeting of the stockholders, each stockholder of the corporation entitled to vote at the meeting shall have one vote, in person or by proxy, for each share of stock having voting rights held by the stockholder. Any stockholder entitled to vote may do so either in person or by proxy appointed by an instrument in writing, subscribed by such stockholder or by the stockholder's attorney thereunto authorized and delivered to the secretary of the meeting; provided, however, that no proxy shall be voted on after three years from its date unless the proxy provides for a longer period. Except as otherwise required by law, the Certificate of Incorporation or these by-laws, all matters coming before any meeting of the stockholders shall be decided by the vote of a majority in interest of the stockholders present, in person or by proxy, at the meeting and entitled to vote, a quorum being present. Unless otherwise provided in the Certificate of Incorporation, voting at all elections for directors need not be by ballot and shall not be cumulative. Section 9. Voting of Shares by Certain Holders. A. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the by-laws of the other corporation may prescribe, or, in the absence of an appropriate provision, as the board of directors of the other corporation may determine. B. Shares standing in the name of a deceased person may be voted by the decedent's administrator or executor. Shares standing in the name of a guardian, conservator, or trustee may be voted by such fiduciary, but no guardian, conservator, or trustee shall be entitled, as such fiduciary, to vote shares held by such fiduciary without a transfer of such shares into the fiduciary's name. C. Shares standing in the name of a receiver may be voted by the receiver. Shares held by or under the control of a receiver may be voted by the receiver without transfer thereof into the receiver's name if the authority so to do is contained in an appropriate order of the court by which the receiver was appointed. D. A stockholder whose shares are pledged shall be entitled to vote the pledged shares unless, in the transfer by the pledgor on the corporation's books, the pledgor has expressly empowered the pledgee to vote thereon, in which case only the pledgee may vote thereon E. Shares of its own capital stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor counted for quorum purposes; provided, however, that nothing herein shall be construed as limiting the right of the corporation to vote stock, including but not limited to its own capital stock, held by it in a fiduciary capacity. F. If shares are registered in the names of two or more persons, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is 3 given written notice to the contrary and is furnished with a copy of the instrument or order appointing such persons or creating the relationship so providing, their acts with respect to voting shall have the following effect: (a) if only one votes, the voter's act binds all; (b) if more than one votes, the act of the majority so voting binds all; (c) if the vote is evenly split, each faction may vote on the stock proportionately unless otherwise ordered by a court pursuant to the laws of the State of Delaware. If an instrument showing that tenancy is held in unequal shares is filed with the Secretary, a majority or even-split shall be determined by interest. Section 10. List of Stockholders. A complete list of the stockholders entitled to vote at each meeting of the stockholders, arranged in alphabetical order and the number of shares registered in the name of each stockholder, shall be prepared by the Secretary or other officer of the corporation having charge of the stock ledger, at least ten days before the meeting. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city, town, or village where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held, and the list shall be produced and kept at the time and place of the meeting during the whole time thereof for inspection by any stockholder who may be present. Section 11. Inspectors. At any meeting of the stockholders, the chairman of the meeting may, or upon the request of any one or more stockholders or proxies holding or representing not less than ten percent of the outstanding shares shall, appoint one or more persons as inspectors for such meeting. Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results: and do all such other acts as are proper to conduct the election and voting with impartiality and fairness. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof. Section 12. Informal Action by Stockholders. Except as otherwise provided by the Certificate of Incorporation, any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a written consent, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. 4 ARTICLE III DIRECTORS Section 1. Power, Number, and Term of Directors. Except as otherwise provided by law or the Certificate of Incorporation, the property, affairs, and business of the corporation shall be managed by its board of directors, consisting of not less than one nor more than ten persons, as fixed from time to time by resolution of the board of directors or stockholders. Subject to Section 3 of Article II above, directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve for one year and until the director's successor is elected and qualified or until the director's earlier resignation or removal. The directors shall have power, from time to time and at any time when the stockholders as such are not assembled in a meeting, to increase or decrease their own number by an amendment to these by-laws. If the number of directors is increased, the additional directors may be elected by a majority of the directors in office at the time of the increase, or if not so elected prior to the next meeting of the stockholders, the additional directors shall be elected by the stockholders. Directors need not be stockholders of the corporation. Section 2. Quorum. A majority of the members of the board of directors in office shall constitute a quorum for the transaction of business; provided, however, a majority of directors then in office shall constitute a quorum for filling a vacancy on the board. If at any meeting of the board of directors a quorum shall not be present, a majority of the directors present may, without further notice, adjourn the meeting from time to time until a quorum shall have been obtained. Section 3. Vacancies. In case one or more vacancies shall occur in the board of directors by reason of death, resignation, or otherwise, except insofar as otherwise provided in the case of a vacancy or vacancies occurring by reason of removal by the stockholders, the remaining directors, although less than a quorum, may by a vote of the majority of the directors then in office elect a successor or successors for the unexpired term or terms. Section 4. Meetings. Meetings of the board of directors, annual, regular, and special, shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolution of the board of directors or as may be specified in the notice of meeting. Regular meetings of the board of directors shall be held at such times as may from time to time be fixed by resolution of the board of directors, and no notice (other than the resolution) need be given as to any regular meeting. Special meetings may be held at any time upon the call of the Chairman, the President, any Vice President, or the Secretary, or any two directors, by oral, telegraphic, or written notice duly served on or sent or mailed to each director not less than two days before the meeting. An annual meeting of the board of directors shall be held without notice immediately after, and at the same place as, the annual meeting of the stockholders. Meetings may be held at any time without notice if all the directors are present or if. at any time before or after the meeting, those not present waive notice of the meeting in writing. Section 5. Attendance by Communications Equipment. Unless otherwise restricted by the Certificate of Incorporation, members of the board of directors or of any committee designated by the board may participate in a meeting of the board or any such committee by means of conference telephone or similar communications equipment whereby all persons participating in 5 the meeting can hear each other. Participation in any meeting by such means shall constitute presence in person at such meeting. Section 6. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to the action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward his written dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a director who voted in favor of the action. Section 7. Committees. The board of directors may, in its discretion, by the affirmative vote of a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of the absent or disqualified member. Except as otherwise provided by law or these by-laws, any committee, to the extent provided by resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation. No committee shall have or exercise the powers and authority of the board of directors with respect to filling vacancies among the directors or in any committee of the directors; amending the Certificate of Incorporation; adopting an agreement of merger or consolidation; recommending to the stockholders the sale, lease, or exchange of all or substantially all of the corporation's property and assets; recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution; amending the by-laws; or, unless the resolution of the board of directors expressly so provides, declaring a dividend or authorizing the issuance of stock. A majority of the members of a committee may determine its action and fix the time and place of its meetings, unless the board of directors shall otherwise provide. The board of directors shall have the power at any time to fill vacancies in, to change the membership of, or to discharge any committee. Section 8. Dividends and Reserves. Subject to the laws of the State of Delaware and the Certificate of Incorporation, the board of directors shall have full power to determine whether any, and if any, what part of any, funds legally available for the payment of dividends shall be declared in dividends and paid to the stockholders. The division of the whole or any part of funds legally available shall rest wholly within the lawful discretion of the board of directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise. The board of directors may set apart out of funds legally available for the payment of dividends a reserve or reserves for any proper purpose, and may from time to time, in its absolute judgment and discretion, increase, abolish, diminish, and vary any reserve or reserves so set apart. Section 9. Removal of Directors. At any duly called and held special meeting of the stockholders, any director or directors may, by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote in an election of directors, be removed from office, either with or without cause; provided, however, that, if the stockholders of the corporation 6 are entitled under the provisions of the Certificate of Incorporation to exercise cumulative voting rights in the election of directors, then no removal shall be effective if the holders of that proportion of the shares of stock outstanding and entitled to vote for an election of directors as could elect to the full board as then provided by these by-laws the director or directors sought to be removed shall vote against removal. The successor or successors to any director or directors so removed may be elected by the stockholders at the meeting at which removal was effectuated. The remaining directors may, to the extent vacancies are not filled by election by the stockholders, fill any vacancy or vacancies created by the removal. Section 10. Informal Action. Any action required or permitted to be taken at any meeting of the board of directors or any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the board or of the committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or the committee. ARTICLE IV WAIVER OF NOTICE Whenever, by law, the Certificate of Incorporation, or these by-laws, notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the date of the meeting, shall be deemed equivalent to notice. Attendance of a person at a meeting of the stockholders, the board of directors, or any committee designated by the board of directors shall constitute a waiver of notice of the meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or any committee designated thereby need be specified in any written waiver of notice unless so required by law, the Certificate of Incorporation, or these by-laws. ARTICLE V OFFICERS Section 1. Number. The board of directors shall elect a President and a Secretary and, from time to time, may elect a Chairman of the Board of Directors, a Treasurer, one or more Vice Presidents, and such Assistant Secretaries, Assistant Treasurers and other officers, agents, and employees as it may deem proper. Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person Section 2. Term and Removal. The term of office of each officer shall be one year and until the officer's successor is elected, but any officer may be removed from office, either with or without cause, at any time by the affirmative vote of a majority of the members of the board of directors then in office. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the board of directors. 7 Section 3. Delegation. The officers of the corporation will from time to time receive written grants of authority from the corporation's parent to engage in certain transactions on behalf of the corporation (a "Delegation"). All actions taken by the officers of the corporation pursuant to a Delegation will at all times be subject to the limitations set forth therein. The officers of the corporation may subdelegate in writing the authority granted to them by a Delegation to the officers of the corporation's subsidiaries. Section 4. Chairman of the Board of Directors. The Chairman of the Board of Directors, if a Chairman of the Board of Directors has been elected and is serving, shall be the chief executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. The Chairman shall preside at all meetings of the stockholders and of the board of directors. The Chairman shall have the authority to sign certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which require the Chairman's signature, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. In general, the Chairman shall perform all duties incident to the office of Chairman of the Board of Directors and chief executive officer of the corporation and such other duties as may be prescribed by the board of directors from time to time. Section 5. The President. The President shall be the chief operating officer of the corporation and shall, subject to the direction and control of the board of directors, in general supervise and control all of the operations of the corporation. In the absence of the Chairman, the President shall preside at all meetings of the stockholders and of the board of directors. In the absence of the Chairman or in the event of the Chairman's inability or refusal to act, the President shall perform the duties of the Chairman and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. The President may sign certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which require the President's signature, except in cases where the execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise executed. In general, the President shall perform all duties incident to the office of President and chief administrative officer of the corporation and such other duties as may be prescribed from time to time by the board of directors or the Chairman Section 6. Vice Presidents. In the absence of the President or in the event of the President's inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, including, without limitation, the duties of the Chairman if and as assumed by the President as a result of the absence of the Chairman or the Chairman's inability or refusal to act, and the Vice President, when so acting, shall have all of the powers and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties as from time to time may be assigned to the Vice President by the Chairman, the President, or the board of directors. The authority of Vice Presidents to sign in the name of the Corporation certificates for share of the Corporation and deeds, mortgages, bonds, contracts, or other instruments shall be coordinate with like authority of the President. Section 7. Treasurer. If required by the board of directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer's duties in such sum and with such surety or sureties 8 as the board of directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these by-laws. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Chairman, the President, or the board of directors. Section 8. Secretary. The Secretary shall: (a) keep records of corporate action, including the minutes of meetings of the stockholders and the board of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (e) sign, with the Chairman, the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the board of directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Chairman, the President, or the board of directors. Section 9. Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers shall, if required by the board of directors. give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine. The Assistant Secretaries as thereunto authorized by the board of directors may sign, with the Chairman, the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by a resolution of the board of directors. The Assistant Treasurers and Assistant Secretaries in general shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President, the Chairman, or the board of directors. ARTICLE VI STOCK CERTIFICATES Section 1. Form of Stock Certificates. The interest of each stockholder of the corporation shall be evidenced by certificates for shares of stock, certifying the number of fully-paid shares represented thereby and in such form, not inconsistent with the Certificate of Incorporation, as the board of directors may from time to time prescribe. Section 2. Execution and Issuance of Certificates of Stock. Stock certificates shall be signed by the Chairman or a Vice-Chairman of the Board of Directors or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary and be sealed with the seal of the corporation. Such seal may be a facsimile, engraved or printed. If any stock certificate is signed by a transfer agent or a registrar, other than the corporation or its employees, the signatures of the Chairman, the President, a Vice President, the Secretary, or an Assistant Secretary upon such certificate may be facsimiles, engraved or printed. In case any such officer who has signed, or whose facsimile signature has been placed upon, a stock certificate shall 9 have ceased to be such before such certificate is issued, it may be issued by the corporation with the same effect as if such officer had not ceased to be such at the time of its issuance. Section 3. Transfer of Certificates of Stock. Except as otherwise provided by the Certificate of Incorporation or these by-laws, any certificate for shares of the Corporation shall be transferable in person or by attorney upon the surrender thereof to the corporation or any transfer agent therefor properly endorsed for transfer and accompanied by such assurances as the corporation or such transfer agent may require as to the genuineness and effectiveness of each necessary document. Section 4. Fixing the Date for Determination of Stockholders of Record. To determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or any other distribution or allotment of any rights, or entitled to exercise any rights, in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix in advance a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. To determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix in advance a record date, which shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. No record date shall precede the date upon which the resolution fixing such date is adopted by the board of directors. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the board of directors fixes a new record date for the adjourned meeting. Section 5. Failure to Fix Record Date. If no record date is fixed in accordance with Section 4 of this Article VI: A. The record date for determining stockholders entitled to notice or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or if the notice is waived, at the close of business on the day next preceding the day on which the meeting is held. B. The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to the place where the proceedings of the corporation are recorded and the custodian of such proceedings. When prior action by the board of directors is required by law, the record date shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action. C. The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto. Section 6. Lost, Stolen, or Destroyed Stock Certificates. No stock certificate representing shares of the corporation shall be issued in place of any certificate alleged to have been lost, stolen, or destroyed except upon delivery to the corporation of such evidence as the board of 10 directors may in its discretion require. The board of directors may also require a bond to be delivered to the corporation upon such terms and secured by such surety as the board shall deem fit. Section 7. Transfer Agent and Registrar. The board of directors may appoint one or more transfer agents or one or more transfer clerks and one or more registrars and may require all stock certificates to bear the signature or signatures of any of them. Section 8. Examination of Books by Stockholders. The board shall have power to determine, from time to time, whether and to what extent and at what times and places and under what conditions and regulations the accounts and books and documents of the corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right to inspect any account or book or document of the corporation except as otherwise, and only to the extent, provided by law. ARTICLE VII INTEREST OF DIRECTORS OR OFFICERS IN CERTAIN TRANSACTIONS Section 1. Action or Criteria Required. No contract or transaction between the corporation and one or more of its directors or officers, and no contract or transaction between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transaction, or solely because the vote of an interested director is counted for such purposes, if: A. the material facts as to the director's relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or B. the material facts as to the director's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or C. the contract or transaction is fair as to the corporation as to the time it is authorized, approved, or ratified, by the board of directors, a committee thereof or the stockholders. Section 2. Effect of Quorum. Common or interested directors may be counted in determining the presence of a quorum at any meeting of the board of directors or of a committee thereof. 11 ARTICLE VIII INDEMNIFICATION OF OFFICERS AND DIRECTORS Section 1. Power to Indemnify. The corporation shall indemnify any person who is or was a director or officer of the corporation to the fullest extent permitted by law. The corporation shall have the power to indemnify any person who is or was an employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including an employee benefit plan), to the fullest extent permitted by law. For purpose of this Article VIII, the term "officer" shall mean the Chairman of the Board, President, Treasurer. Secretary, any Vice President of the corporation, and such other officers as are determined to be entitled to indemnification by resolution of the board of directors. Section 2. Advancement of Expenses. Expenses (including attorneys' fees) incurred by a current of former director or officer in defending any civil, criminal, administrative, or investigative action, suit, or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall be ultimately determined that such person is not entitled to be indemnified by the corporation. Such expenses (including attorneys' fees) incurred by employees or agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. Section 3. Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including an employee benefit plan), against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under applicable law. Section 4. Other Rights. The rights to indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. ARTICLE IX FISCAL YEAR The fiscal year of the corporation shall be as determined by the board of directors of the corporation. In the absence of such determination, the fiscal year of the corporation shall be the calendar year. 12 ARTICLE X CORPORATE SEAL The board of directors may provide a suitable seal, including duplicates thereof, containing the name of the Corporation. ARTICLE XI AMENDMENTS These by-laws shall be subject to alteration, amendment, or repeal, and new by-laws, not inconsistent with any provision of law or the Certificate of Incorporation, may be made, either by the affirmative vote of a majority of the whole board of directors at any meeting thereof or, if the power to make, amend, alter or repeal the by-laws shall not have been granted to the board of directors in the Certificate of Incorporation, by the affirmative vote of the holders of a majority in interest of the stockholders of the corporation present in person or by proxy at any annual or special meeting and entitled to vote thereat, a quorum being present. Notice of the proposal to make, alter, amend, or repeal the by-laws of the corporation shall be included in the notice of such meeting of the board of directors or of the stockholders, as the case may be. 13 EX-3.17 18 w56437ex3-17.txt CERT. OF INC. GENERAL DYNAMICS INFORMATION Exhibit 3.17 RESTATED CERTIFICATE OF INCORPORATION OF GENERAL DYNAMICS INFORMATION SYSTEMS, INC. -------------------- PURSUANT TO SECTIONS 242 AND 245 OF THE DELAWARE GENERAL CORPORATION LAW -------------------- General Dynamics Information Systems, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: 1. The original Certificate of Incorporation was filed with the Secretary of State of Delaware on November 13, 1997. The name under which the Corporation was incorporated was General Dynamics Computing Devices International, Inc. 2. This Restated Certificate of Incorporation restates, integrates and also further amends the Certificate of Incorporation of the Corporation, as heretofore in effect. This Restated Certificate of Incorporation has been adopted by the Board of Directors and by the affirmative unanimous vote of the stockholders of the Corporation pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, and is as follows: FIRST: The name of the corporation (hereinafter called the "corporation") is General Dynamics Information Systems, Inc. SECOND: The address, including street number, city, and county, of the registered office of the corporation in the State of Delaware is 1013 Centre Road, City of Wilmington, 19805, County of New Castle and the name of the registered agent of the corporation in the State of Delaware at such address is Corporation Service Company. THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock which the corporation shall have authority to issue is 1000, with a par value of $1.00 per share. All such shares are of one class and are shares of Common Stock. FIFTH: The corporation is to have perpetual existence. SIXTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class or stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation. SEVENTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided: 1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. No election of directors need be by written ballot. 2. After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of Section 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of Section 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation. EIGHTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this paragraph by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification. Nothing herein shall limit or otherwise affect the obligation or right of the Corporation to indemnify its directors pursuant to the provisions of this Certificate of Incorporation, the by-laws of the Corporation or as may be permitted by the General Corporation Law of the State of Delaware. 2 NINTH: The board of directors of the Corporation may, by resolution adopted from time to time, indemnify such persons as permitted by the General Corporation Law of the State of Delaware as amended from time to time. The board of directors of the Corporation may, by resolution adopted from time to time, purchase and maintain insurance on behalf of such persons as permitted by the General Corporation Law of the State of Delaware as amended from time to time. TENTH: The corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware. ELEVENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH. Signed on 22 January 1999. GENERAL DYNAMICS INFORMATION SYSTEMS, INC. By: /s/ Margaret N. House ________________________ Its: Secretary ______________________ 3 EX-3.18 19 w56437ex3-18.txt BY-LAWS GENERAL DYNAMICS INFORMATION SYSTEMS Exhibit 3.18 AMENDED & RESTATED BY-LAWS OF GENERAL DYNAMICS INFORMATION SYSTEMS, INC. ADOPTED AS OF SEPTEMBER 15, 2000 ARTICLE I OFFICES Section 1. Registered Office and Agent. The name of the corporation's registered agent and the office of its registered office in the State of Delaware are as follows: Corporation Service Company Section 2. Principal Office. The address of the principal office of the corporation is as follows: 2711 Centerville Road, Suite 400 Wilmington, Delaware 19808 Section 3. Other Offices. The corporation may also have an office or offices at such other place or places, within or without the State of Delaware, as the board of directors may from time to time designate or the business of the corporation may require. ARTICLE II STOCKHOLDERS Section 1. Annual Meetings. The annual meeting of the stockholders shall be held at such time and place and on such date in each year, within or without the State of Delaware, as may be determined by the board of directors and as shall be designated in the notice of the meeting. Section 2. Purposes of Annual Meeting. The annual meeting of the stockholders shall be held for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting, notice of which shall be given in the notice of the meeting. Section 3. Failure to Elect Directors at Annual Meeting. If the election of directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as convenient. At such meeting, the stockholders may elect directors and transact other business with the same force and effect as at an annual meeting. Section 4. Special Meetings. Special meetings of the stockholders shall be held at such time and place and on such date in each year, within or without the State of Delaware, as may be determined by the person or persons calling the meeting and as shall be designated in the notice of the meeting. Special meetings of the stockholders may be called by the board of directors, the Chairman of the Board of Directors (sometimes hereafter in these by-laws, the "Chairman"), or the President and shall be called by the Chairman, the President, or the Secretary at the request in writing of stockholders owning at least one-fifth of the issued and outstanding shares of capital stock of the corporation entitled to vote. Calls for such meetings shall specify the purposes thereof and no business other than that specified in the call shall be considered at any special meeting. Section 5. Notice of Meetings and Adjourned Meetings. Unless waived as provided below, and except as provided in Section 230 of the General Corporation Law of the State of Delaware, not less than ten nor more than sixty days before any stockholders' meeting, the Chairman, the President, the Secretary, or an Assistant Secretary shall give each stockholder entitled to vote at the meeting written notice of the place, date, and hour of the meeting and the purpose or purposes for which the meeting is called. Such notice shall be mailed to each stockholder at his address as it appears on the corporation's records. When a meeting is adjourned to another time or place, notice need not be given if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken. If the adjournment is for a period of more than thirty days, or if, after the adjournment, a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote. Except as otherwise expressly provided by statute, no publication of any notice of a stockholders' meeting shall be required. Any stockholder, either before or after any meeting, may waive any notice required to be given by law or pursuant to these by-laws. Section 6. Quorum. Except as otherwise provided by law or the Certificate of Incorporation, the presence, in person or by proxy, of the holders of record of a majority of the shares of the capital stock of the corporation then issued and outstanding and entitled to vote at the meeting shall constitute a quorum for the transaction of business to be considered at such meeting; provided, however, that no action required by law or by the Certificate of Incorporation or these by-laws to be authorized as taken by the holders of a designated proportion of a particular class or series of shares may be authorized or taken by a lesser proportion and provided, further, that if a separate class vote is required with respect to any matter, the holders of a majority of the outstanding shares of such class, present in person or by proxy, shall constitute a quorum of such class, and, except as otherwise provided by law or the Certificate of Incorporation, the affirmative vote of a majority of shares of such class so present shall be the act of such class. In the absence of a quorum at any meeting or any adjournment thereof, a majority of those present, in person or by proxy and entitled to vote, may adjourn the meeting from time to time. At any adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting as originally called may be transacted. Section 7. Organization. Meetings of the stockholders shall be presided over by the Chairman, or if he is not present, by the President, or, if neither the Chairman nor the President is present, by a chairman to be chosen by a majority of the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the corporation, or in the Secretary's absence, an Assistant Secretary, shall act as secretary of every meeting of the stockholders but, if 2 neither the Secretary nor an Assistant Secretary is present, the meeting shall choose any person present thereat to act as secretary of the meeting. Section 8. Voting. Except as otherwise provided by law or the Certificate of Incorporation, and subject to the provisions of Sections 4 and 5 of Article VI of these by-laws, at every meeting of the stockholders, each stockholder of the corporation entitled to vote at the meeting shall have one vote, in person or by proxy, for each share of stock having voting rights held by the stockholder. Any stockholder entitled to vote may do so either in person or by proxy appointed by an instrument in writing, subscribed by such stockholder or by the stockholder's attorney thereunto authorized and delivered to the secretary of the meeting; provided, however, that no proxy shall be voted on after three years from its date unless the proxy provides for a longer period. Except as otherwise required by law, the Certificate of Incorporation or these by-laws, all matters coming before any meeting of the stockholders shall be decided by the vote of a majority in interest of the stockholders present, in person or by proxy, at the meeting and entitled to vote, a quorum being present. Unless otherwise provided in the Certificate of Incorporation, voting at all elections for directors need not be by ballot and shall not be cumulative. Section 9. Voting of Shares by Certain Holders. A. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the by-laws of the other corporation may prescribe, or, in the absence of an appropriate provision, as the board of directors of the other corporation may determine. B. Shares standing in the name of a deceased person may be voted by the decedent's administrator or executor. Shares standing in the name of a guardian, conservator, or trustee may be voted by such fiduciary, but no guardian, conservator, or trustee shall be entitled, as such fiduciary, to vote shares held by such fiduciary without a transfer of such shares into the fiduciary's name. C. Shares standing in the name of a receiver may be voted by the receiver. Shares held by or under the control of a receiver may be voted by the receiver without transfer thereof into the receiver's name if the authority so to do is contained in an appropriate order of the court by which the receiver was appointed. D. A stockholder whose shares are pledged shall be entitled to vote the pledged shares unless, in the transfer by the pledgor on the corporation's books, the pledgor has expressly empowered the pledgee to vote thereon, in which case only the pledgee may vote thereon. E. Shares of its own capital stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor counted for quorum purposes; provided, however, that nothing herein shall be construed as limiting the right of the corporation to vote stock, including but not limited to its own capital stock, held by it in a fiduciary capacity. F. If shares are registered in the names of two or more persons, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is 3 given written notice to the contrary and is furnished with a copy of the instrument or order appointing such persons or creating the relationship so providing, their acts with respect to voting shall have the following effect: (a) if only one votes, the voter's act binds all; (b) if more than one votes, the act of the majority so voting binds all; (c) if the vote is evenly split, each faction may vote on the stock proportionately unless otherwise ordered by a court pursuant to the laws of the State of Delaware. If an instrument showing that tenancy is held in unequal shares is filed with the Secretary, a majority or even-split shall be determined by interest. Section 10. List of Stockholders. A complete list of the stockholders entitled to vote at each meeting of the stockholders, arranged in alphabetical order and the number of shares registered in the name of each stockholder, shall be prepared by the Secretary or other officer of the corporation having charge of the stock ledger, at least ten days before the meeting. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city, town, or village where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held, and the list shall be produced and kept at the time and place of the meeting during the whole time thereof for inspection by any stockholder who may be present. Section 11. Inspectors. At any meeting of the stockholders, the chairman of the meeting may, or upon the request of any one or more stockholders or proxies holding or representing not less than ten percent of the outstanding shares shall, appoint one or more persons as inspectors for such meeting. Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do all such other acts as are proper to conduct the election and voting with impartiality and fairness. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof. Section 12. Informal Action by Stockholders. Except as otherwise provided by the Certificate of Incorporation, any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a written consent, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. 4 ARTICLE III DIRECTORS Section 1. Power, Number, and Term of Directors. Except as otherwise provided by law or the Certificate of Incorporation, the property, affairs, and business of the corporation shall be managed by its board of directors, consisting of not less than one nor more than ten persons, as fixed from time to time by resolution of the board of directors or stockholders. Subject to Section 3 of Article II above, directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve for one year and until the director's successor is elected and qualified or until the director's earlier resignation or removal. The directors shall have power, from time to time and at any time when the stockholders as such are not assembled in a meeting, to increase or decrease their own number by an amendment to these by-laws. If the number of directors is increased, the additional directors may be elected by a majority of the directors in office at the time of the increase, or if not so elected prior to the next meeting of the stockholders, the additional directors shall be elected by the stockholders. Directors need not be stockholders of the corporation. Section 2. Quorum. A majority of the members of the board of directors in office shall constitute a quorum for the transaction of business; provided, however, a majority of directors then in office shall constitute a quorum for filling a vacancy on the board. If at any meeting of the board of directors a quorum shall not be present, a majority of the directors present may, without further notice, adjourn the meeting from time to time until a quorum shall have been obtained. Section 3. Vacancies. In case one or more vacancies shall occur in the board of directors by reason of death, resignation, or otherwise, except insofar as otherwise provided in the case of a vacancy or vacancies occurring by reason of removal by the stockholders, the remaining directors, although less than a quorum, may by a vote of the majority of the directors then in office elect a successor or successors for the unexpired term or terms. Section 4. Meetings. Meetings of the board of directors, annual, regular, and special, shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolution of the board of directors or as may be specified in the notice of meeting. Regular meetings of the board of directors shall be held at such times as may from time to time be fixed by resolution of the board of directors, and no notice (other than the resolution) need be given as to any regular meeting. Special meetings may be held at any time upon the call of the Chairman, the President, any Vice President, or the Secretary, or any two directors, by oral, telegraphic, or written notice duly served on or sent or mailed to each director not less than two days before the meeting. An annual meeting of the board of directors shall be held without notice immediately after, and at the same place as, the annual meeting of the stockholders. Meetings may be held at any time without notice if all the directors are present or if, at any time before or after the meeting, those not present waive notice of the meeting in writing. Section 5. Attendance by Communications Equipment. Unless otherwise restricted by the Certificate of Incorporation, members of the board of directors or of any committee designated by the board may participate in a meeting of the board or any such committee by means of conference telephone or similar communications equipment whereby all persons participating in 5 the meeting can hear each other. Participation in any meeting by such means shall constitute presence in person at such meeting. Section 6. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to the action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward his written dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a director who voted in favor of the action. Section 7. Committees. The board of directors may, in its discretion, by the affirmative vote of a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of the absent or disqualified member. Except as otherwise provided by law or these by-laws, any committee, to the extent provided by resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation. No committee shall have or exercise the powers and authority of the board of directors with respect to filling vacancies among the directors or in any committee of the directors; amending the Certificate of Incorporation; adopting an agreement of merger or consolidation; recommending to the stockholders the sale, lease, or exchange of all or substantially all of the corporation's property and assets; recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution; amending the by-laws; or, unless the resolution of the board of directors expressly so provides, declaring a dividend or authorizing the issuance of stock. A majority of the members of a committee may determine its action and fix the time and place of its meetings, unless the board of directors shall otherwise provide. The board of directors shall have the power at any time to fill vacancies in, to change the membership of, or to discharge any committee. Section 8. Dividends and Reserves. Subject to the laws of the State of Delaware and the Certificate of Incorporation, the board of directors shall have full power to determine whether any, and if any, what part of any, funds legally available for the payment of dividends shall be declared in dividends and paid to the stockholders. The division of the whole or any part of funds legally available shall rest wholly within the lawful discretion of the board of directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise. The board of directors may set apart out of funds legally available for the payment of dividends a reserve or reserves for any proper purpose, and may from time to time, in its absolute judgment and discretion, increase, abolish, diminish, and vary any reserve or reserves so set apart. Section 9. Removal of Directors. At any duly called and held special meeting of the stockholders, any director or directors may, by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote in an election of directors, be removed from office, either with or without cause; provided, however, that, if the stockholders of the corporation 6 are entitled under the provisions of the Certificate of Incorporation to exercise cumulative voting rights in the election of directors, then no removal shall be effective if the holders of that proportion of the shares of stock outstanding and entitled to vote for an election of directors as could elect to the full board as then provided by these by-laws the director or directors sought to be removed shall vote against removal. The successor or successors to any director or directors so removed may be elected by the stockholders at the meeting at which removal was effectuated. The remaining directors may, to the extent vacancies are not filled by election by the stockholders, fill any vacancy or vacancies created by the removal. Section 10. Informal Action. Any action required or permitted to be taken at any meeting of the board of directors or any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the board or of the committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or the committee. ARTICLE IV WAIVER OF NOTICE Whenever, by law, the Certificate of Incorporation, or these by-laws, notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the date of the meeting, shall be deemed equivalent to notice. Attendance of a person at a meeting of the stockholders, the board of directors, or any committee designated by the board of directors shall constitute a waiver of notice of the meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or any committee designated thereby need be specified in any written waiver of notice unless so required by law, the Certificate of Incorporation, or these by-laws. ARTICLE V OFFICERS Section 1. Number. The board of directors shall elect a President and a Secretary and, from time to time, may elect a Chairman of the Board of Directors, a Treasurer, one or more Vice Presidents, and such Assistant Secretaries, Assistant Treasurers and other officers, agents, and employees as it may deem proper. Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person. Section 2. Term and Removal. The term of office of each officer shall be one year and until the officer's successor is elected, but any officer may be removed from office, either with or without cause, at any time by the affirmative vote of a majority of the members of the board of directors then in office. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the board of directors. 7 Section 3. Delegation. The officers of the corporation will from time to time receive written grants of authority from the corporation's parent to engage in certain transactions on behalf of the corporation (a "Delegation"). All actions taken by the officers of the corporation pursuant to a Delegation will at all times be subject to the limitations set forth therein. The officers of the corporation may subdelegate in writing the authority granted to them by a Delegation to the officers of the corporation's subsidiaries. Section 4. Chairman of the Board of Directors. The Chairman of the Board of Directors, if a Chairman of the Board of Directors has been elected and is serving, shall be the chief executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. The Chairman shall preside at all meetings of the stockholders and of the board of directors. The Chairman shall have the authority to sign certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which require the Chairman's signature, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. In general, the Chairman shall perform all duties incident to the office of Chairman of the Board of Directors and chief executive officer of the corporation and such other duties as may be prescribed by the board of directors from time to time. Section 5. The President. The President shall be the chief operating officer of the corporation and shall, subject to the direction and control of the board of directors, in general supervise and control all of the operations of the corporation. In the absence of the Chairman, the President shall preside at all meetings of the stockholders and of the board of directors. In the absence of the Chairman or in the event of the Chairman's inability or refusal to act, the President shall perform the duties of the Chairman and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. The President may sign certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which require the President's signature, except in cases where the execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise executed. In general, the President shall perform all duties incident to the office of President and chief administrative officer of the corporation and such other duties as may be prescribed from time to time by the board of directors or the Chairman. Section 6. Vice Presidents. In the absence of the President or in the event of the President's inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, including, without limitation, the duties of the Chairman if and as assumed by the President as a result of the absence of the Chairman or the Chairman's inability or refusal to act, and the Vice President, when so acting, shall have all of the powers and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties as from time to time may be assigned to the Vice President by the Chairman, the President, or the board of directors. The authority of Vice Presidents to sign in the name of the Corporation certificates for shares of the Corporation and deeds, mortgages, bonds, contracts, or other instruments shall be coordinate with like authority of the President. Section 7. Treasurer. If required by the board of directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer's duties in such sum and with such surety or sureties 8 as the board of directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these by-laws. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Chairman, the President, or the board of directors. Section 8. Secretary. The Secretary shall: (a) keep records of corporate action, including the minutes of meetings of the stockholders and the board of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (e) sign, with the Chairman, the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the board of directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Chairman, the President, or the board of directors. Section 9. Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers shall, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine. The Assistant Secretaries as thereunto authorized by the board of directors may sign, with the Chairman, the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by a resolution of the board of directors. The Assistant Treasurers and Assistant Secretaries in general shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President, the Chairman, or the board of directors. ARTICLE VI STOCK CERTIFICATES Section 1. Form of Stock Certificates. The interest of each stockholder of the corporation shall be evidenced by certificates for shares of stock, certifying the number of fully-paid shares represented thereby and in such form, not inconsistent with the Certificate of Incorporation, as the board of directors may from time to time prescribe. Section 2. Execution and Issuance of Certificates of Stock. Stock certificates shall be signed by the Chairman or a Vice-Chairman of the Board of Directors or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary and be sealed with the seal of the corporation. Such seal may be a facsimile, engraved or printed. If any stock certificate is signed by a transfer agent or a registrar, other than the corporation or its employees, the signatures of the Chairman, the President, a Vice President, the Secretary, or an Assistant Secretary upon such certificate may be facsimiles, engraved or printed. In case any such officer who has signed, or whose facsimile signature has been placed upon, a stock certificate shall 9 have ceased to be such before such certificate is issued, it may be issued by the corporation with the same effect as if such officer had not ceased to be such at the time of its issuance. Section 3. Transfer of Certificates of Stock. Except as otherwise provided by the Certificate of Incorporation or these by-laws, any certificate for shares of the Corporation shall be transferable in person or by attorney upon the surrender thereof to the corporation or any transfer agent therefor properly endorsed for transfer and accompanied by such assurances as the corporation or such transfer agent may require as to the genuineness and effectiveness of each necessary document. Section 4. Fixing the Date for Determination of Stockholders of Record. To determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or any other distribution or allotment of any rights, or entitled to exercise any rights, in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix in advance a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. To determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix in advance a record date, which shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. No record date shall precede the date upon which the resolution fixing such date is adopted by the board of directors. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the board of directors fixes a new record date for the adjourned meeting. Section 5. Failure to Fix Record Date. If no record date is fixed in accordance with Section 4 of this Article VI: A. The record date for determining stockholders entitled to notice or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or if the notice is waived, at the close of business on the day next preceding the day on which the meeting is held. B. The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to the place where the proceedings of the corporation are recorded and the custodian of such proceedings. When prior action by the board of directors is required by law, the record date shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action. C. The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto. Section 6. Lost, Stolen, or Destroyed Stock Certificates. No stock certificate representing shares of the corporation shall be issued in place of any certificate alleged to have been lost, stolen, or destroyed except upon delivery to the corporation of such evidence as the board of 10 directors may in its discretion require. The board of directors may also require a bond to be delivered to the corporation upon such terms and secured by such surety as the board shall deem fit. Section 7. Transfer Agent and Registrar. The board of directors may appoint one or more transfer agents or one or more transfer clerks and one or more registrars and may require all stock certificates to bear the signature or signatures of any of them. Section 8. Examination of Books by Stockholders. The board shall have power to determine, from time to time, whether and to what extent and at what times and places and under what conditions and regulations the accounts and books and documents of the corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right to inspect any account or book or document of the corporation except as otherwise, and only to the extent, provided by law. ARTICLE VII INTEREST OF DIRECTORS OR OFFICERS IN CERTAIN TRANSACTIONS Section 1. Action or Criteria Required. No contract or transaction between the corporation and one or more of its directors or officers, and no contract or transaction between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transaction, or solely because the vote of an interested director is counted for such purposes, if: A. the material facts as to the director's relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or B. the material facts as to the director's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or C. the contract or transaction is fair as to the corporation as to the time it is authorized, approved, or ratified, by the board of directors, a committee thereof, or the stockholders. Section 2. Effect of Quorum. Common or interested directors may be counted in determining the presence of a quorum at any meeting of the board of directors or of a committee thereof. 11 ARTICLE VIII INDEMNIFICATION OF OFFICERS AND DIRECTORS Section 1. Power to Indemnify. The corporation shall indemnify any person who is or was a director or officer of the corporation to the fullest extent permitted by law. The corporation shall have the power to indemnify any person who is or was an employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including an employee benefit plan), to the fullest extent permitted by law. For purpose of this Article VIII, the term "officer" shall mean the Chairman of the Board, President, Treasurer, Secretary, any Vice President of the corporation, and such other officers as are determined to be entitled to indemnification by resolution of the board of directors. Section 2. Advancement of Expenses. Expenses (including attorneys' fees) incurred by a current of former director or officer in defending any civil, criminal, administrative, or investigative action, suit, or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall be ultimately determined that such person is not entitled to be indemnified by the corporation. Such expenses (including attorneys' fees) incurred by employees or agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. Section 3. Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including an employee benefit plan), against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under applicable law. Section 4. Other Rights. The rights to indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. ARTICLE IX FISCAL YEAR The fiscal year of the corporation shall be as determined by the board of directors of the corporation. In the absence of such determination, the fiscal year of the corporation shall be the calendar year. 12 ARTICLE X CORPORATE SEAL The board of directors may provide a suitable seal, including duplicates thereof, containing the name of the Corporation. ARTICLE XI AMENDMENTS These by-laws shall be subject to alteration, amendment, or repeal, and new by-laws, not inconsistent with any provision of law or the Certificate of Incorporation, may be made, either by the affirmative vote of a majority of the whole board of directors at any meeting thereof or, if the power to make, amend, alter or repeal the by-laws shall not have been granted to the board of directors in the Certificate of Incorporation, by the affirmative vote of the holders of a majority in interest of the stockholders of the corporation present in person or by proxy at any annual or special meeting and entitled to vote thereat, a quorum being present. Notice of the proposal to make, alter, amend, or repeal the by-laws of the corporation shall be included in the notice of such meeting of the board of directors or of the stockholders, as the case may be. 13 EX-3.19 20 w56437ex3-19.txt CERT. OF INC. GENERAL DYNAMICS LAND SYSTEMS Exhibit 3.19 RESTATED CERTIFICATE OF INCORPORATION OF GENERAL DYNAMICS LAND SYSTEMS, INC. -------------------- PURSUANT TO SECTIONS 242 AND 245 OF THE DELAWARE GENERAL CORPORATION LAW -------------------- General Dynamics Land Systems Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: 1. The original Certificate of Incorporation was filed with the Secretary of State of Delaware on December 20, 1954. The name under which the Corporation was incorporated was United States Instrument Corporation. 2. This Restated Certificate of Incorporation restates, integrates and also further amends the Certificate of Incorporation of the Corporation, as heretofore in effect. This Restated Certificate of Incorporation has been adopted by the Board of Directors and by the affirmative unanimous vote of the stockholders of the Corporation pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, and is as follows: FIRST: The name of the corporation (hereinafter called the "corporation") is General Dynamics Land Systems Inc. SECOND: The address, including street number, city, and county, of the registered office of the corporation in the State of Delaware is 1013 Centre Road, City of Wilmington, 19805. County of New Castle and the name of the registered agent of the corporation in the State of Delaware at such address is Corporation Service Company. THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock which the corporation shall have authority to issue is 1000, without par value. All such shares are of one class and are shares of Common Stock. FIFTH: The corporation is to have perpetual existence. SIXTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver of receivers appointed for this corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class or stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation. SEVENTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided: 1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. No election of directors need be by written ballot. 2. After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of Section 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of Section 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation. EIGHTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this paragraph by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification. Nothing herein shall limit or otherwise affect the obligation or right of the Corporation to indemnify its directors pursuant to the provisions of this Certificate of Incorporation, the by-laws of the Corporation or as may be permitted by the General Corporation Law of the State of Delaware. 2 NINTH: The board of directors of the Corporation may, by resolution adopted from time to time, indemnify such persons as permitted by the General Corporation Law of the State of Delaware as amended from time to time. The board of directors of the Corporation may, by resolution adopted from time to time, purchase and maintain insurance on behalf of such persons as permitted by the General Corporation Law of the State of Delaware as amended from time to time. TENTH: The corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware. ELEVENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH. Signed on 11 November 1998. GENERAL DYNAMICS LAND SYSTEMS, INC. By: /s/ Margaret N. House _________________________________________ Its: Secretary _______________________________________ 3 EX-3.20 21 w56437ex3-20.txt BY-LAWS GENERAL DYNAMICS LAND SYSTEMS INC. Exhibit 3.20 AMENDED & RESTATED BY-LAWS OF GENERAL DYNAMICS LAND SYSTEMS INC. ADOPTED AS OF SEPTEMBER 15, 2000 ARTICLE I OFFICES Section 1. Registered Office and Agent. The name of the corporation's registered agent and the office of its registered office in the State of Delaware are as follows: Corporation Service Company Section 2. Principal Office. The address of the principal office of the corporation is as follows: 2711 Centerville Road, Suite 400 Wilmington, Delaware 19808 Section 3. Other Offices. The corporation may also have an office or offices at such other place or places, within or without the State of Delaware, as the board of directors may from time to time designate or the business of the corporation may require. ARTICLE II STOCKHOLDERS Section 1. Annual Meetings. The annual meeting of the stockholders shall be held at such time and place and on such date in each year, within or without the State of Delaware, as may be determined by the board of directors and as shall be designated in the notice of the meeting. Section 2. Purposes of Annual Meeting. The annual meeting of the stockholders shall be held for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting, notice of which shall be given in the notice of the meeting. Section 3. Failure to Elect Directors at Annual Meeting. If the election of directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as convenient. At such meeting, the stockholders may elect directors and transact other business with the same force and effect as at an annual meeting. Section 4. Special Meetings. Special meetings of the stockholders shall be held at such time and place and on such date in each year, within or without the State of Delaware, as may be determined by the person or persons calling the meeting and as shall be designated in the notice of the meeting. Special meetings of the stockholders may be called by the board of directors, the Chairman of the Board of Directors (sometimes hereafter in these by-laws, the "Chairman"), or the President and shall be called by the Chairman, the President, or the Secretary at the request in writing of stockholders owning at least one-fifth of the issued and outstanding shares of capital stock of the corporation entitled to vote. Calls for such meetings shall specify the purposes thereof and no business other than that specified in the call shall be considered at any special meeting. Section 5. Notice of Meetings and Adjourned Meetings. Unless waived as provided below, and except as provided in Section 230 of the General Corporation Law of the State of Delaware, not less than ten nor more than sixty days before any stockholders' meeting, the Chairman, the President, the Secretary, or an Assistant Secretary shall give each stockholder entitled to vote at the meeting written notice of the place, date, and hour of the meeting and the purpose or purposes for which the meeting is called. Such notice shall be mailed to each stockholder at his address as it appears on the corporation's records. When a meeting is adjourned to another time or place, notice need not be given if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken. If the adjournment is for a period of more than thirty days, or if, after the adjournment, a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote. Except as otherwise expressly provided by statute, no publication of any notice of a stockholders' meeting shall be required. Any stockholder, either before or after any meeting, may waive any notice required to be given by law or pursuant to these by-laws. Section 6. Quorum. Except as otherwise provided by law or the Certificate of Incorporation, the presence, in person or by proxy, of the holders of record of a majority of the shares of the capital stock of the corporation then issued and outstanding and entitled to vote at the meeting shall constitute a quorum for the transaction of business to be considered at such meeting; provided, however, that no action required by law or by the Certificate of Incorporation or these by-laws to be authorized as taken by the holders of a designated proportion of a particular class or series of shares may be authorized or taken by a lesser proportion and provided, further, that if a separate class vote is required with respect to any matter, the holders of a majority of the outstanding shares of such class, present in person or by proxy, shall constitute a quorum of such class, and, except as otherwise provided by law or the Certificate of Incorporation, the affirmative vote of a majority of shares of such class so present shall be the act of such class. In the absence of a quorum at any meeting or any adjournment thereof, a majority of those present, in person or by proxy and entitled to vote, may adjourn the meeting from time to time. At any adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting as originally called may be transacted. Section 7. Organization. Meetings of the stockholders shall be presided over by the Chairman, or if he is not present, by the President, or, if neither the Chairman nor the President is present, by a chairman to be chosen by a majority of the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the corporation, or in the Secretary's absence, an Assistant Secretary, shall act as secretary of every meeting of the stockholders but, if 2 neither the Secretary nor an Assistant Secretary is present, the meeting shall choose any person present thereat to act as secretary of the meeting. Section 8. Voting. Except as otherwise provided by law or the Certificate of Incorporation, and subject to the provisions of Sections 4 and 5 of Article VI of these by-laws, at every meeting of the stockholders, each stockholder of the corporation entitled to vote at the meeting shall have one vote, in person or by proxy, for each share of stock having voting rights held by the stockholder. Any stockholder entitled to vote may do so either in person or by proxy appointed by an instrument in writing, subscribed by such stockholder or by the stockholder's attorney thereunto authorized and delivered to the secretary of the meeting; provided, however, that no proxy shall be voted on after three years from its date unless the proxy provides for a longer period. Except as otherwise required by law, the Certificate of Incorporation or these by-laws, all matters coming before any meeting of the stockholders shall be decided by the vote of a majority in interest of the stockholders present, in person or by proxy, at the meeting and entitled to vote, a quorum being present. Unless otherwise provided in the Certificate of Incorporation, voting at all elections for directors need not be by ballot and shall not be cumulative. Section 9. Voting of Shares by Certain Holders. A. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the by-laws of the other corporation may prescribe, or, in the absence of an appropriate provision, as the board of directors of the other corporation may determine. B. Shares standing in the name of a deceased person may be voted by the decedent's administrator or executor. Shares standing in the name of a guardian, conservator, or trustee may be voted by such fiduciary, but no guardian, conservator, or trustee shall be entitled, as such fiduciary, to vote shares held by such fiduciary without a transfer of such shares into the fiduciary's name. C. Shares standing in the name of a receiver may be voted by the receiver. Shares held by or under the control of a receiver may be voted by the receiver without transfer thereof into the receiver's name if the authority so to do is contained in an appropriate order of the court by which the receiver was appointed. D. A stockholder whose shares are pledged shall be entitled to vote the pledged shares unless, in the transfer by the pledgor on the corporation's books, the pledgor has expressly empowered the pledgee to vote thereon, in which case only the pledgee may vote thereon. E. Shares of its own capital stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor counted for quorum purposes; provided, however, that nothing herein shall be construed as limiting the right of the corporation to vote stock, including but not limited to its own capital stock, held by it in a fiduciary capacity. F. If shares are registered in the names of two or more persons, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is 3 given written notice to the contrary and is furnished with a copy of the instrument or order appointing such persons or creating the relationship so providing, their acts with respect to voting shall have the following effect: (a) if only one votes, the voter's act binds all; (b) if more than one votes, the act of the majority so voting binds all; (c) if the vote is evenly split, each faction may vote on the stock proportionately unless otherwise ordered by a court pursuant to the laws of the State of Delaware. If an instrument showing that tenancy is held in unequal shares is filed with the Secretary, a majority or even-split shall be determined by interest. Section 10. List of Stockholders. A complete list of the stockholders entitled to vote at each meeting of the stockholders, arranged in alphabetical order and the number of shares registered in the name of each stockholder, shall be prepared by the Secretary or other officer of the corporation having charge of the stock ledger, at least ten days before the meeting. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city, town, or village where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held, and the list shall be produced and kept at the time and place of the meeting during the whole time thereof for inspection by any stockholder who may be present. Section 11. Inspectors. At any meeting of the stockholders, the chairman of the meeting may, or upon the request of any one or more stockholders or proxies holding or representing not less than ten percent of the outstanding shares shall, appoint one or more persons as inspectors for such meeting. Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do all such other acts as are proper to conduct the election and voting with impartiality and fairness. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof. Section 12. Informal Action by Stockholders. Except as otherwise provided by the Certificate of Incorporation, any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a written consent, setting forth the action so taken. shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. 4 ARTICLE III DIRECTORS Section 1. Power, Number, and Term of Directors. Except as otherwise provided by law or the Certificate of Incorporation, the property, affairs, and business of the corporation shall be managed by its board of directors, consisting of not less than one nor more than ten persons, as fixed from time to time by resolution of the board of directors or stockholders. Subject to Section 3 of Article II above, directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve for one year and until the director's successor is elected and qualified or until the director's earlier resignation or removal. The directors shall have power, from time to time and at any time when the stockholders as such are not assembled in a meeting, to increase or decrease their own number by an amendment to these by-laws. If the number of directors is increased, the additional directors may be elected by a majority of the directors in office at the time of the increase, or if not so elected prior to the next meeting of the stockholders, the additional directors shall be elected by the stockholders. Directors need not be stockholders of the corporation. Section 2. Quorum. A majority of the members of the board of directors in office shall constitute a quorum for the transaction of business; provided, however, a majority of directors then in office shall constitute a quorum for filling a vacancy on the board. If at any meeting of the board of directors a quorum shall not be present, a majority of the directors present may, without further notice, adjourn the meeting from time to time until a quorum shall have been obtained. Section 3. Vacancies. In case one or more vacancies shall occur in the board of directors by reason of death, resignation, or otherwise, except insofar as otherwise provided in the case of a vacancy or vacancies occurring by reason of removal by the stockholders, the remaining directors, although less than a quorum, may by a vote of the majority of the directors then in office elect a successor or successors for the unexpired term or terms. Section 4. Meetings. Meetings of the board of directors, annual, regular, and special, shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolution of the board of directors or as may be specified in the notice of meeting. Regular meetings of the board of directors shall be held at such times as may from time to time be fixed by resolution of the board of directors, and no notice (other than the resolution) need be given as to any regular meeting. Special meetings may be held at any time upon the call of the Chairman, the President, any Vice President, or the Secretary, or any two directors, by oral, telegraphic, or written notice duly served on or sent or mailed to each director not less than two days before the meeting. An annual meeting of the board of directors shall be held without notice immediately after, and at the same place as, the annual meeting of the stockholders. Meetings may be held at any time without notice if all the directors are present or if. at any time before or after the meeting, those not present waive notice of the meeting in writing. Section 5. Attendance by Communications Equipment. Unless otherwise restricted by the Certificate of Incorporation, members of the board of directors or of any committee designated by the board may participate in a meeting of the board or any such committee by means of conference telephone or similar communications equipment whereby all persons participating in 5 the meeting can hear each other. Participation in any meeting by such means shall constitute presence in person at such meeting. Section 6. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to the action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward his written dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a director who voted in favor of the action. Section 7. Committees. The board of directors may, in its discretion, by the affirmative vote of a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of the absent or disqualified member. Except as otherwise provided by law or these by-laws, any committee, to the extent provided by resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation. No committee shall have or exercise the powers and authority of the board of directors with respect to filling vacancies among the directors or in any committee of the directors; amending the Certificate of Incorporation; adopting an agreement of merger or consolidation; recommending to the stockholders the sale, lease, or exchange of all or substantially all of the corporation's property and assets; recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution; amending the by-laws; or, unless the resolution of the board of directors expressly so provides, declaring a dividend or authorizing the issuance of stock. A majority of the members of a committee may determine its action and fix the time and place of its meetings, unless the board of directors shall otherwise provide. The board of directors shall have the power at any time to fill vacancies in, to change the membership of, or to discharge any committee. Section 8. Dividends and Reserves. Subject to the laws of the State of Delaware and the Certificate of Incorporation, the board of directors shall have full power to determine whether any, and if any, what part of any, funds legally available for the payment of dividends shall be declared in dividends and paid to the stockholders. The division of the whole or any part of funds legally available shall rest wholly within the lawful discretion of the board of directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise. The board of directors may set apart out of funds legally available for the payment of dividends a reserve or reserves for any proper purpose, and may from time to time, in its absolute judgment and discretion, increase. abolish, diminish, and vary any reserve or reserves so set apart. Section 9. Removal of Directors. At any duly called and held special meeting of the stockholders, any director or directors may, by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote in an election of directors, be removed from office, either with or without cause; provided, however, that, if the stockholders of the corporation 6 are entitled under the provisions of the Certificate of Incorporation to exercise cumulative voting rights in the election of directors, then no removal shall be effective if the holders of that proportion of the shares of stock outstanding and entitled to vote for an election of directors as could elect to the full board as then provided by these by-laws the director or directors sought to be removed shall vote against removal. The successor or successors to any director or directors so removed may be elected by the stockholders at the meeting at which removal was effectuated. The remaining directors may, to the extent vacancies are not filled by election by the stockholders, fill any vacancy or vacancies created by the removal. Section 10. Informal Action. Any action required or permitted to be taken at any meeting of the board of directors or any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the board or of the committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or the committee. ARTICLE IV WAIVER OF NOTICE Whenever, by law, the Certificate of Incorporation, or these by-laws, notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the date of the meeting, shall be deemed equivalent to notice. Attendance of a person at a meeting of the stockholders, the board of directors, or any committee designated by the board of directors shall constitute a waiver of notice of the meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or any committee designated thereby need be specified in any written waiver of notice unless so required by law, the Certificate of Incorporation, or these by-laws. ARTICLE V OFFICERS Section 1. Number. The board of directors shall elect a President and a Secretary and, from time to time, may elect a Chairman of the Board of Directors, a Treasurer, one or more Vice Presidents, and such Assistant Secretaries, Assistant Treasurers and other officers, agents, and employees as it may deem proper. Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person Section 2. Term and Removal. The term of office of each officer shall be one year and until the officer's successor is elected, but any officer may be removed from office, either with or without cause, at any time by the affirmative vote of a majority of the members of the board of directors then in office. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the board of directors. 7 Section 3. Delegation. The officers of the corporation will from time to time receive written grants of authority from the corporation's parent to engage in certain transactions on behalf of the corporation (a "Delegation"). All actions taken by the officers of the corporation pursuant to a Delegation will at all times be subject to the limitations set forth therein. The officers of the corporation may subdelegate in writing the authority granted to them by a Delegation to the officers of the corporation's subsidiaries. Section 4. Chairman of the Board of Directors. The Chairman of the Board of Directors, if a Chairman of the Board of Directors has been elected and is serving, shall be the chief executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. The Chairman shall preside at all meetings of the stockholders and of the board of directors. The Chairman shall have the authority to sign certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which require the Chairman's signature, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. In general, the Chairman shall perform all duties incident to the office of Chairman of the Board of Directors and chief executive officer of the corporation and such other duties as may be prescribed by the board of directors from time to time. Section 5. The President. The President shall be the chief operating officer of the corporation and shall, subject to the direction and control of the board of directors, in general supervise and control all of the operations of the corporation. In the absence of the Chairman, the President shall preside at all meetings of the stockholders and of the board of directors. In the absence of the Chairman or in the event of the Chairman's inability or refusal to act, the President shall perform the duties of the Chairman and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. The President may sign certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which require the President's signature, except in cases where the execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise executed. In general, the President shall perform all duties incident to the office of President and chief administrative officer of the corporation and such other duties as may be prescribed from time to time by the board of directors or the Chairman Section 6. Vice Presidents. In the absence of the President or in the event of the President's inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, including, without limitation, the duties of the Chairman if and as assumed by the President as a result of the absence of the Chairman or the Chairman's inability or refusal to act, and the Vice President, when so acting, shall have all of the powers and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties as from time to time may be assigned to the Vice President by the Chairman, the President, or the board of directors. The authority of Vice Presidents to sign in the name of the Corporation certificates for shares of the Corporation and deeds, mortgages, bonds, contracts, or other instruments shall be coordinate with like authority of the President. Section 7. Treasurer. If required by the board of directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer's duties in such sum and with such surety or sureties 8 as the board of directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these by-laws. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Chairman, the President, or the board of directors. Section 8. Secretary. The Secretary shall: (a) keep records of corporate action, including the minutes of meetings of the stockholders and the board of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (e) sign, with the Chairman, the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the board of directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Chairman, the President, or the board of directors. Section 9. Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers shall, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine. The Assistant Secretaries as thereunto authorized by the board of directors may sign, with the Chairman, the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by a resolution of the board of directors. The Assistant Treasurers and Assistant Secretaries in general shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President, the Chairman, or the board of directors. ARTICLE VI STOCK CERTIFICATES Section 1. Form of Stock Certificates. The interest of each stockholder of the corporation shall be evidenced by certificates for shares of stock, certifying the number of fully-paid shares represented thereby and in such form, not inconsistent with the Certificate of Incorporation, as the board of directors may from time to time prescribe. Section 2. Execution and Issuance of Certificates of Stock. Stock certificates shall be signed by the Chairman or a Vice-Chairman of the Board of Directors or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary and be sealed with the seal of the corporation. Such seal may be a facsimile, engraved or printed. If any stock certificate is signed by a transfer agent or a registrar, other than the corporation or its employees, the signatures of the Chairman, the President, a Vice President, the Secretary, or an Assistant Secretary upon such certificate may be facsimiles, engraved or printed. In case any such officer who has signed, or whose facsimile signature has been placed upon, a stock certificate shall 9 have ceased to be such before such certificate is issued, it may be issued by the corporation with the same effect as if such officer had not ceased to be such at the time of its issuance. Section 3. Transfer of Certificates of Stock. Except as otherwise provided by the Certificate of Incorporation or these by-laws, any certificate for shares of the Corporation shall be transferable in person or by attorney upon the surrender thereof to the corporation or any transfer agent therefor properly endorsed for transfer and accompanied by such assurances as the corporation or such transfer agent may require as to the genuineness and effectiveness of each necessary document. Section 4. Fixing the Date for Determination of Stockholders of Record. To determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or any other distribution or allotment of any rights, or entitled to exercise any rights, in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix in advance a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. To determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix in advance a record date, which shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. No record date shall precede the date upon which the resolution fixing such date is adopted by the board of directors. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the board of directors fixes a new record date for the adjourned meeting. Section 5. Failure to Fix Record Date. If no record date is fixed in accordance with Section 4 of this Article VI: A. The record date for determining stockholders entitled to notice or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or if the notice is waived, at the close of business on the day next preceding the day on which the meeting is held. B. The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to the place where the proceedings of the corporation are recorded and the custodian of such proceedings. When prior action by the board of directors is required by law, the record date shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action. C. The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto. Section 6. Lost, Stolen, or Destroyed Stock Certificates. No stock certificate representing shares of the corporation shall be issued in place of any certificate alleged to have been lost, stolen, or destroyed except upon delivery to the corporation of such evidence as the board of 10 directors may in its discretion require. The board of directors may also require a bond to be delivered to the corporation upon such terms and secured by such surety as the board shall deem fit. Section 7. Transfer Agent and Registrar. The board of directors may appoint one or more transfer agents or one or more transfer clerks and one or more registrars and may require all stock certificates to bear the signature or signatures of any of them. Section 8. Examination of Books by Stockholders. The board shall have power to determine, from time to time, whether and to what extent and at what times and places and under what conditions and regulations the accounts and books and documents of the corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right to inspect any account or book or document of the corporation except as otherwise, and only to the extent, provided by law. ARTICLE VII INTEREST OF DIRECTORS OR OFFICERS IN CERTAIN TRANSACTIONS Section 1. Action or Criteria Required. No contract or transaction between the corporation and one or more of its directors or officers, and no contract or transaction between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transaction, or solely because the vote of an interested director is counted for such purposes, if: A. the material facts as to the director's relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or B. the material facts as to the director's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or C. the contract or transaction is fair as to the corporation as to the time it is authorized, approved, or ratified, by the board of directors, a committee thereof, or the stockholders. Section 2. Effect of Quorum. Common or interested directors may be counted in determining the presence of a quorum at any meeting of the board of directors or of a committee thereof. 11 ARTICLE VIII INDEMNIFICATION OF OFFICERS AND DIRECTORS Section 1. Power to Indemnify. The corporation shall indemnify any person who is or was a director or officer of the corporation to the fullest extent permitted by law. The corporation shall have the power to indemnify any person who is or was an employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including an employee benefit plan), to the fullest extent permitted by law. For purpose of this Article VIII, the term "officer" shall mean the Chairman of the Board, President, Treasurer, Secretary, any Vice President of the corporation, and such other officers as are determined to be entitled to indemnification by resolution of the board of directors. Section 2. Advancement of Expenses. Expenses (including attorneys' fees) incurred by a current of former director or officer in defending any civil, criminal, administrative, or investigative action, suit, or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall be ultimately determined that such person is not entitled to be indemnified by the corporation. Such expenses (including attorneys' fees) incurred by employees or agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. Section 3. Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including an employee benefit plan), against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under applicable law. Section 4. Other Rights. The rights to indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. ARTICLE IX FISCAL YEAR The fiscal year of the corporation shall be as determined by the board of directors of the corporation. In the absence of such determination, the fiscal year of the corporation shall be the calendar year. 12 ARTICLE X CORPORATE SEAL The board of directors may provide a suitable seal, including duplicates thereof, containing the name of the Corporation. ARTICLE XI AMENDMENTS These by-laws shall be subject to alteration, amendment, or repeal, and new by-laws, not inconsistent with any provision of law or the Certificate of Incorporation, may be made, either by the affirmative vote of a majority of the whole board of directors at any meeting thereof or, if the power to make, amend, alter or repeal the by-laws shall not have been granted to the board of directors in the Certificate of Incorporation, by the affirmative vote of the holders of a majority in interest of the stockholders of the corporation present in person or by proxy at any annual or special meeting and entitled to vote thereat, a quorum being present. Notice of the proposal to make, alter, amend, or repeal the by-laws of the corporation shall be included in the notice of such meeting of the board of directors or of the stockholders, as the case may be. 13 EX-3.21 22 w56437ex3-21.txt ARTICLES OF INC. GENERAL DYNAMICS ORDNANCE Exhibit 3.21 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF GENERAL DYNAMICS ORDNANCE AND TACTICAL SYSTEMS, INC. AS AMENDED JANUARY 27, 2001 ARTICLE I The name of the Corporation shall be General Dynamics Ordnance and Tactical Systems, Inc. ARTICLE II The purpose for which the Corporation is formed is to transact any or all lawful business, not required to be specifically stated in these Articles, for which corporations may be incorporated under the Virginia Stock Corporation Act, as amended from time to time. ARTICLE III The aggregate number of shares that the Corporation shall have authority to issue shall be 1,000 shares of Common Stock, par value $1 per share (hereinafter called Common Stock) 1. No holder of shares of stock of any class of the Corporation shall, as such holder, have any right to subscribe for or purchase (a) any shares of stock of any class of the Corporation, or any warrants, option or other instruments that shall confer upon the holder thereof the right to subscribe for or purchase or receive from the Corporation any shares of stock of any class, whether or not such shares of stock, warrants, options or other instruments are issued for cash or services or property or by way of dividend or otherwise, or (b) any other security of the Corporation that shall be convertible into, or exchangeable for, any shares of stock of the Corporation of any class or classes, or to which shall be attached or appurtenant any warrant, option or other instrument that shall confer upon the holder of such security the right to subscribe for or purchase or receive from the Corporation any shares of its stock of any class or classes, whether or not such securities are issued for cash or services or property or by way of dividend or otherwise, other than such right, if any, as the Board of Directors, in its sole discretion, may from time to time determine. If the Board of Directors shall offer to the holders of shares of stock of any class of the Corporation, or any of them, any such shares of stock, options, warrants, instruments or other securities of the Corporation, such offer shall not, in any way, constitute a waiver or release of the right of the Board of Directors subsequently to dispose of other securities of the Corporation without offering the same to said holders. 2. Anything herein to the contrary notwithstanding, dividends upon shares of any class of stock of the Corporation shall be payable only out of assets legally available for the payment of such dividends, and the rights of the holders of shares of stock of the Corporation in respect of dividends shall at all times be subject to the power of the Board of Directors to determine what dividends, if any, shall be declared and paid to the shareholders. 3. Subject to the provisions hereof and except as otherwise provided by law, shares of stock of any class of the Corporation may be issued for such consideration and for such corporate purposes as the Board of Directors may from time to time determine. ARTICLE IV The period of the duration of the Corporation is unlimited and perpetual. ARTICLE V The number of directors shall be as specified in the By-laws of the Corporation but such number may be increased or decreased from time to time in such manner as may be prescribed in the By-laws. ARTICLE VI Except as expressly otherwise required in these Articles of Incorporation, an amendment or restatement of these Articles requiring shareholder approval shall be approved by a majority of the votes entitled to be cast by each voting group that is entitled to vote on the matter, unless in submitting an amendment of restatement to the shareholders the Board of Directors shall require a greater vote. ARTICLE VII The Board of Directors of the Corporation may, by resolution adopted from time to time, indemnify such persons as permitted by the Virginia Stock Corporation Act as amended from time to time. The Board of Directors of the Corporation may, by resolution adopted from time to time, purchase and maintain insurance on behalf of such persons as permitted by the Virginia Stock Corporation Act as amended from time to time. 2 EX-3.22 23 w56437ex3-22.txt BY-LAWS OF PRIMEX TECHNOLOGIES,INC. Exhibit 3.22 BY-LAWS OF PRIMEX TECHNOLOGIES, INC. ADOPTED AS OF JANUARY 27, 2001 ARTICLE I OFFICES Section 1. Registered Office and Agent. The name of the corporation's registered agent and the office of its registered office in the Commonwealth of Virginia are as follows: Beverly L. Crump, Esq. Section 2. Principal Office. The address of the principal office of the corporation is as follows: 10101 Ninth Street North St. Petersburg, Florida 33716 Section 3. Other Offices. The corporation may also have an office or offices at such other place or places, within or without the Commonwealth of Virginia, as the board of directors may from time to time designate or the business of the corporation may require. ARTICLE II STOCKHOLDERS Section 1. Annual Meetings. The annual meeting of the stockholders shall be held at such time and place and on such date in each year, within or without the Commonwealth of Virginia, as may be determined by the board of directors and as shall be designated in the notice of the meeting. Section 2. Purposes of Annual Meeting. The annual meeting of the stockholders shall be held for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting, notice of which shall be given in the notice of the meeting. Section 3. Failure to Elect Directors at Annual Meeting. If the election of directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as convenient. At such meeting, the stockholders may elect directors and transact other business with the same force and effect as at an annual meeting. Section 4. Special Meetings. Special meetings of the stockholders shall be held at such time and place and on such date in each year, within or without the Commonwealth of Virginia, as may be determined by the person or persons calling the meeting and as shall be designated in the notice of the meeting. Special meetings of the stockholders may be called by the board of directors, the Chairman of the Board of Directors (sometimes hereafter in these by-laws, the "Chairman"), or the President and shall be called by the Chairman, the President, or the Secretary at the request in writing of stockholders owning at least one-fifth of the issued and outstanding shares of capital stock of the corporation entitled to vote. Calls for such meetings shall specify the purposes thereof and no business other than that specified in the call shall be considered at any special meeting. Section 5. Notice of Meetings and Adjourned Meetings. Unless waived as provided below, and except as provided in Section 13.1-658 of the Virginia Stock Corporation Act, not less than ten nor more than sixty days before any stockholders' meeting, the Chairman, the President, the Secretary, or an Assistant Secretary shall give each stockholder entitled to vote at the meeting written notice of the place, date, and hour of the meeting and the purpose or purposes for which the meeting is called. Such notice shall be mailed to each stockholder at his address as it appears on the corporation's records. When a meeting is adjourned to another time or place, notice need not be given if the date, time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken. If a new record date for the adjourned meeting is or shall be fixed under Section 13.1-660 of the Virginia Stock Corporation Act, notice of the adjourned meeting shall be given to persons who are stockholders as of the new record date. Except as otherwise expressly provided by statute, no publication of any notice of a stockholders' meeting shall be required. Any stockholder, either before or after any meeting, may waive any notice required to be given by law or pursuant to these by-laws. Section 6. Quorum. Except as otherwise provided by law or the Articles of Incorporation, the presence, in person or by proxy, of the holders of record of a majority of the shares of the capital stock of the corporation then issued and outstanding and entitled to vote at the meeting shall constitute a quorum for the transaction of business to be considered at such meeting; provided, however, that no action required by law or by the Articles of Incorporation or these by-laws to be authorized as taken by the holders of a designated proportion of a particular class or series of shares may be authorized or taken by a lesser proportion and provided, further, that if a separate class vote is required with respect to any matter, the holders of a majority of the outstanding shares of such class, present in person or by proxy, shall constitute a quorum of such 2 class, and, except as otherwise provided by law or the Articles of Incorporation, the affirmative vote of a majority of shares of such class so present shall be the act of such class. In the absence of a quorum at any meeting or any adjournment thereof, a majority of those present, in person or by proxy and entitled to vote, may adjourn the meeting from time to time. At any adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting as originally called may be transacted. Section 7. Organization. Meetings of the stockholders shall be presided over by the Chairman, or if he is not present, by the President, or, if neither the Chairman nor the President is present, by a chairman to be chosen by a majority of the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the corporation, or in the Secretary's absence, an Assistant Secretary, shall act as secretary of every meeting of the stockholders but, if neither the Secretary nor an Assistant Secretary is present, the meeting shall choose any person present thereat to act as secretary of the meeting. Section 8. Voting. Except as otherwise provided by law or the Articles of Incorporation, and subject to the provisions of Sections 4 and 5 of Article VI of these by-laws, at every meeting of the stockholders, each stockholder of the corporation entitled to vote at the meeting shall have one vote, in person or by proxy, for each share of stock having voting rights held by the stockholder. Any stockholder entitled to vote may do so either in person or by proxy appointed by an instrument in writing, subscribed by such stockholder or by the stockholder's attorney thereunto authorized and delivered to the secretary of the meeting; provided, however, that no proxy shall be voted on after eleven months from its date unless the proxy provides for a longer period. Except as otherwise required by law, the Articles of Incorporation or these by-laws, all matters coming before any meeting of the stockholders shall be decided by the vote of a majority in interest of the stockholders present, in person or by proxy, at the meeting and entitled to vote, a quorum being present. Section 9. Voting of Shares by Certain Holders. A. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the by-laws of the other corporation may prescribe, or, in the absence of an appropriate provision, as the board of directors of the other corporation may determine. B. Shares held by an administrator, executor, guardian, conservator, committee or curator representing the stockholder may be voted by such person without a transfer of such shares into such person's name. Shares standing in the name of a trustee may be voted by such trustee, but no trustee is entitled to vote shares held by such trustee without a transfer of such shares into such trustee's name. C. Shares standing in the name of a receiver may be voted by the receiver. Shares held by or under the control of a receiver may be voted by the receiver 3 without transfer thereof into the receiver's name if the authority so to do is contained in an appropriate order of the court by which the receiver was appointed. D. A stockholder whose shares are pledged shall be entitled to vote the pledged shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee is entitled to vote the shares so transferred. E. The shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation. F. Shares held by two or more persons as joint tenants or tenants in common or tenants by the entirety may be voted by any of such persons. If more than one of such tenants votes such shares, the vote shall be divided among them in proportion to the number of such tenants voting. Section 10. List of Stockholders. A complete list of the stockholders entitled to vote at each meeting of the stockholders, arranged in alphabetical order, with addresses and the number of shares registered in the name of each stockholder, shall be prepared by the Secretary or other officer of the corporation having charge of the stock ledger, at least ten days before the meeting. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city, town, or village where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held, and the list shall be produced and kept at the time and place of the meeting during the whole time thereof for inspection by any stockholder who may be present. Section 11. Inspectors. In advance of every meeting of the stockholders, the corporation shall appoint one or more persons as inspectors for such meeting. If no inspector is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Such inspectors shall (i) ascertain the number of shares outstanding and the voting powers of each, (ii) determine the shares represented at a meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof. 4 Section 12. Informal Action by Stockholders. Action required or permitted by the Virginia Stock Corporation Act to be taken at a stockholders meeting may be taken without a meeting and without action by the board of directors if the action is taken by all the stockholders entitled to vote on the action. The action shall be evidenced by one or more written consents describing the action taken, signed by all the stockholders entitled to vote on the action, and delivered to the secretary of the corporation for inclusion in the minutes or filing with the corporate records. Any action taken by unanimous written consent shall be effective according to its terms when all consents are in the possession of the corporation. Action taken under this Section is effective as of the date specified therein provided the consent states the date of execution by each stockholder. ARTICLE III DIRECTORS Section 1. Power, Number, and Term of Directors. Except as otherwise provided by law or the Articles of Incorporation, the property, affairs, and business of the corporation shall be managed by its board of directors, consisting of three persons, or such other number as hereafter may be fixed from time to time by resolution of the board of directors or stockholders; provided any increase or decrease by more than thirty percent in the number of directors, immediately following the most recent election of directors by the stockholders, may be effected only by the stockholders. Subject to Section 3 of Article II above, directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve for one year and until the director's successor is elected and qualified or until the director's earlier resignation or removal. The directors shall have power, from time to time and at any time when the stockholders as such are not assembled in a meeting, to increase or decrease their own number by an amendment to these by-laws. If the number of directors is increased, the additional directors may be elected by a majority of the directors in office at the time of the increase, or if not so elected prior to the next meeting of the stockholders, the additional directors shall be elected by the stockholders. Directors need not be stockholders of the corporation. Section 2. Quorum. A majority of the members of the board of directors in office shall constitute a quorum for the transaction of business; provided, however, a majority of directors then in office shall constitute a quorum for filling a vacancy on the board. If at any meeting of the board of directors a quorum shall not be present, a majority of the directors present may, without further notice, adjourn the meeting from time to time until a quorum shall have been obtained. Section 3. Vacancies. In case one or more vacancies shall occur in the board of directors by reason of death, resignation, or otherwise, except insofar as otherwise provided in the case of a vacancy or vacancies occurring by reason of removal by the stockholders, the remaining directors, although less than a quorum, may by a vote 5 of the majority of the directors then in office elect a successor or successors for the unexpired term or terms. Section 4. Meetings. Meetings of the board of directors, annual, regular, and special, shall be held at such place within or without the Commonwealth of Virginia as may from time to time be fixed by resolution of the board of directors or as may be specified in the notice of meeting. Regular meetings of the board of directors shall be held at such times as may from time to time be fixed by resolution of the board of directors, and no notice (other than the resolution) need be given as to any regular meeting. Special meetings may be held at any time upon the call of the Chairman, the President, any Vice President, or the Secretary, or any two directors, by oral, telegraphic, or written notice duly served on or sent or mailed to each director not less than two days before the meeting. An annual meeting of the board of directors shall be held without notice immediately after, and at the same place as, the annual meeting of the stockholders. Meetings may be held at any time without notice if all the directors are present or if, at any time before or after the meeting, those not present waive notice of the meeting in writing. Section 5. Attendance by Communications Equipment. Unless otherwise restricted by the Articles of Incorporation, members of the board of directors or of any committee designated by the board may participate in a meeting of the board or any such committee by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other. Participation in any meeting by such means shall constitute presence in person at such meeting. Section 6. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless (i) the director objects at the beginning of the meeting, or promptly upon his or her arrival, to holding it or transacting business at the meeting; or (ii) the director votes against, or abstains from, the action taken. The right to dissent shall not apply to a director who voted in favor of the action. Section 7. Committees. The board of directors may, in its discretion, by the affirmative vote of the greater number of (i) a majority of all directors in office when the action is taken or (ii) the number of directors required by the articles of incorporation or bylaws to take action under Section 13.1-688 of the Virginia Stock Corporation Act, create and appoint the members of one or more committees, each committee to consist of two or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of the absent or disqualified member. Except as otherwise provided by law or these by-laws, any committee, to the extent provided by resolution of the board of directors, 6 shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation. No committee shall have or exercise the powers and authority of the board of directors with respect to filling vacancies among the directors or in any committee of the directors; amending the Articles of Incorporation without stockholder action; approving a plan of merger not requiring stockholder approval; recommending to the stockholders the sale, lease, or exchange of all or substantially all of the corporation's property and assets; recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution; amending, adopting or repealing the by-laws; authorizing or approving a distribution except according to a general formula or method prescribed by the board of directors; approving or recommending to stockholders action that requires stockholder approval under the Virginia Stock Corporation Act; or authorizing or approving the issuance or sale or contract for sale of shares, or determining the relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee, or a senior executive officer of the corporation, to do so within limits specifically prescribed by the board of directors. A majority of the members of a committee may determine its action and fix the time and place of its meetings, unless the board of directors shall otherwise provide. The board of directors shall have the power at any time to fill vacancies in, to change the membership of, or to discharge any committee. Section 8. Dividends and Reserves. Subject to the laws of the Commonwealth of Virginia and the Articles of Incorporation, the board of directors shall have full power to determine whether any, and if any, what part of any, funds legally available for the payment of dividends shall be declared in dividends and paid to the stockholders. The division of the whole or any part of funds legally available shall rest wholly within the lawful discretion of the board of directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise. The board of directors may set apart out of funds legally available for the payment of dividends a reserve or reserves for any proper purpose, and may from time to time, in its absolute judgment and discretion, increase, abolish, diminish, and vary any reserve or reserves so set apart. Section 9. Removal of Directors. At any duly called and held special meeting of the stockholders, any director or directors may, by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote in an election of directors, be removed from office, either with or without cause; provided, however, that, if the stockholders of the corporation are entitled under the provisions of the Articles of Incorporation to exercise cumulative voting rights in the election of directors, then no removal shall be effective if the holders of that proportion of the shares of stock outstanding and entitled to vote for an election of directors as could elect to the full board as then provided by these by-laws the director or directors sought to be removed shall vote against removal. The successor or successors to any director or directors so removed may be elected by the stockholders at the meeting at which removal was effectuated. The remaining directors may, to the extent vacancies are not filled by election by the stockholders, fill any vacancy or vacancies created by the removal. The 7 notice of such special meeting shall state that the purpose, or one of the purposes, of the meeting is removal of the director(s). Section 10. Informal Action. Any action required or permitted to be taken at any meeting of the board of directors or any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the board or of the committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or the committee. ARTICLE IV WAIVER OF NOTICE Section 1. Stockholders. A stockholder may waive any notice required by law, the articles of incorporation, or bylaws before or after the date and time of the meeting that is the subject of such notice. The waiver shall be in writing, be signed by the stockholder entitled to the notice, and be delivered to the secretary of the corporation for inclusion in the minutes or filing with the corporate records. A stockholder's attendance at a meeting (i) waives objection to lack of notice or defective notice of the meeting, unless the stockholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the stockholder objects to considering the matter when it is presented. Section 2. Directors. A director may waive any notice required by law, the articles of incorporation, or bylaws before or after the date and time stated in the notice, and such waiver shall be equivalent to the giving of such notice. Except as provided below, the waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. A director's attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the director at the beginning of the meeting or promptly upon his or her arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. ARTICLE V OFFICERS Section 1. Number. The board of directors shall elect a President and a Secretary and, from time to time, may elect a Chairman of the Board of Directors, a Treasurer, one or more Vice Presidents, and such Assistant Secretaries, Assistant Treasurers and other officers, agents, and employees as it may deem proper. Unless the Articles of Incorporation otherwise provides, any number of offices may be held by the same person. 8 Section 2. Term and Removal. The term of office of each officer shall be one year and until the officer's successor is elected, but any officer may be removed from office, either with or without cause, at any time by the affirmative vote of a majority of the members of the board of directors then in office. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the board of directors. Section 3. Delegation. The officers of the corporation will from time to time receive written grants of authority from the corporation's parent to engage in certain transactions on behalf of the corporation (a "Delegation"). All actions taken by the officers of the corporation pursuant to a Delegation will at all times be subject to the limitations set forth therein. The officers of the corporation may subdelegate in writing the authority granted to them by a Delegation to the officers of the corporation's subsidiaries. Section 4. Chairman of the Board of Directors. The Chairman of the Board of Directors, if a Chairman of the Board of Directors has been elected and is serving, shall be the chief executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. The Chairman shall preside at all meetings of the stockholders and of the board of directors. The Chairman shall have the authority to sign certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which require the Chairman's signature, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. In general, the Chairman shall perform all duties incident to the office of Chairman of the Board of Directors and chief executive officer of the corporation and such other duties as may be prescribed by the board of directors from time to time. Section 5. The President. The President shall be the chief operating officer of the corporation and shall, subject to the direction and control of the board of directors, in general supervise and control all of the operations of the corporation. In the absence of the Chairman, the President shall preside at all meetings of the stockholders and of the board of directors. In the absence of the Chairman or in the event of the Chairman's inability or refusal to act, the President shall perform the duties of the Chairman and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. The President may sign certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which require the President's signature, except in cases where the execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise executed. In general, the President shall perform all duties incident to the office of President and chief administrative officer of the corporation and such other duties as may be prescribed from time to time by the board of directors or the Chairman. 9 Section 6. Vice Presidents. In the absence of the President or in the event of the President's inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, including, without limitation, the duties of the Chairman if and as assumed by the President as a result of the absence of the Chairman or the Chairman's inability or refusal to act, and the Vice President, when so acting, shall have all of the powers and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties as from time to time may be assigned to the Vice President by the Chairman, the President, or the board of directors. The authority of Vice Presidents to sign in the name of the Corporation certificates for shares of the Corporation and deeds, mortgages, bonds, contracts, or other instruments shall be coordinate with like authority of the President. Section 7. Treasurer. If required by the board of directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer's duties in such sum and with such surety or sureties as the board of directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these by-laws. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Chairman, the President, or the board of directors. Section 8. Secretary. The Secretary shall: (a) keep records of corporate action, including the minutes of meetings of the stockholders and the board of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (e) sign, with the Chairman, the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the board of directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Chairman, the President, or the board of directors. Section 9. Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers shall, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine. The Assistant Secretaries as thereunto authorized by the board of directors may sign, with the Chairman, the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by a resolution of the board of directors. The Assistant Treasurers and Assistant Secretaries in 10 general shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President, the Chairman, or the board of directors. ARTICLE VI STOCK CERTIFICATES Section 1. Form of Stock Certificates. The interest of each stockholder of the corporation shall be evidenced by certificates for shares of stock, certifying the number of fully-paid shares represented thereby and in such form, not inconsistent with the Articles of Incorporation, as the board of directors may from time to time prescribe. Section 2. Execution and Issuance of Certificates of Stock. Stock certificates shall be signed by the Chairman or a Vice-Chairman of the Board of Directors or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary and be sealed with the seal of the corporation. Such seal may be a facsimile, engraved or printed. If any stock certificate is signed by a transfer agent or a registrar, other than the corporation or its employees, the signatures of the Chairman, the President, a Vice President, the Secretary, or an Assistant Secretary upon such certificate may be facsimiles, engraved or printed. In case any such officer who has signed, or whose facsimile signature has been placed upon, a stock certificate shall have ceased to be such before such certificate is issued, it may be issued by the corporation with the same effect as if such officer had not ceased to be such at the time of its issuance. Section 3. Transfer of Certificates of Stock. Except as otherwise provided by the Articles of Incorporation or these by-laws, any certificate for shares of the corporation shall be transferable in person or by attorney upon the surrender thereof to the corporation or any transfer agent therefor properly endorsed for transfer and accompanied by such assurances as the corporation or such transfer agent may require as to the genuineness and effectiveness of each necessary document. Section 4. Fixing the Date for Determination of Stockholders of Record. To determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or any other distribution or allotment of any rights, or entitled to exercise any rights, in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix in advance a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. To determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix in advance a record date, which shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. No record date shall precede the date upon which the resolution fixing such date is adopted by the board of directors. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the board of 11 directors fixes a new record date for the adjourned meeting, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. Section 5. Failure to Fix Record Date. If no record date is fixed in accordance with Section 4 of this Article VI: A. The record date for determining stockholders entitled to notice or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or if the notice is waived, at the close of business on the day next preceding the day on which the meeting is held. B. The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to the place where the proceedings of the corporation are recorded and the custodian of such proceedings. When prior action by the board of directors is required by law, the record date shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action. C. The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto. Section 6. Lost, Stolen, or Destroyed Stock Certificates. No stock certificate representing shares of the corporation shall be issued in place of any certificate alleged to have been lost, stolen, or destroyed except upon delivery to the corporation of such evidence as the board of directors may in its discretion require. The board of directors may also require a bond to be delivered to the corporation upon such terms and secured by such surety as the board shall deem fit. Section 7. Transfer Agent and Registrar. The board of directors may appoint one or more transfer agents or one or more transfer clerks and one or more registrars and may require all stock certificates to bear the signature or signatures of any of them. Section 8. Examination of Books by Stockholders. The board shall have power to determine, from time to time, whether and to what extent and at what times and places and under what conditions and regulations the accounts and books and documents of the corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right to inspect any account or book or document of the corporation except as otherwise, and only to the extent, provided by law. 12 ARTICLE VII INTEREST OF DIRECTORS OR OFFICERS IN CERTAIN TRANSACTIONS Section 1. Action or Criteria Required. No contract or transaction between the corporation and one or more of its directors or officers, and no contract or transaction between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transaction, or solely because the vote of an interested director is counted for such purposes, if: A. the material facts as to the director's relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or B. the material facts as to the director's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or C. the contract or transaction is fair to the corporation at the time it is authorized, approved, or ratified, by the board of directors, a committee thereof, or the stockholders. Section 2. Effect of Quorum. Common or interested directors may be counted in determining the presence of a quorum at any meeting of the board of directors or of a committee thereof. ARTICLE VIII INDEMNIFICATION OF OFFICERS AND DIRECTORS Section 1. Power to Indemnify. The corporation shall indemnify any person who is or was a director or officer of the corporation to the fullest extent permitted by law. The corporation shall have the power to indemnify any person who is or was an employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including an employee benefit plan), to the fullest extent permitted by law. For purpose of this Article VIII, the term "officer" shall mean the Chairman of the Board, President, Treasurer, Secretary, any Vice President of the 13 corporation, and such other officers as are determined to be entitled to indemnification by resolution of the board of directors. Section 2. Advancement of Expenses. Expenses (including attorneys' fees) incurred by a current or former director or officer in defending any civil, criminal, administrative, or investigative action, suit, or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall be ultimately determined that such person is not entitled to be indemnified by the corporation. Such expenses (including attorneys' fees) incurred by employees or agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. Section 3. Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including an employee benefit plan), against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under applicable law. Section 4. Other Rights. The rights to indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. ARTTCLE IX FISCAL YEAR The fiscal year of the corporation shall be as determined by the board of directors of the corporation. In the absence of such determination, the fiscal year of the corporation shall be the calendar year. ARTICLE X CORPORATE SEAL The board of directors may provide a suitable seal, including duplicates thereof, containing the name of the Corporation. 14 ARTICLE XI AMENDMENTS These by-laws shall be subject to alteration, amendment, or repeal, and new by-laws, not inconsistent with any provision of law or the Articles of Incorporation, which may be made, either by the affirmative vote of a majority of the whole board of directors at any meeting thereof or, if the power to make, amend, alter or repeal the by-laws shall not have been granted to the board of directors by-law or in the Articles of Incorporation, by the affirmative vote of the holders of a majority in interest of the stockholders of the corporation present in person or by proxy at any annual or special meeting and entitled to vote thereat, a quorum being present. Notice of the proposal to make, alter, amend, or repeal the by-laws of the corporation shall be included in the notice of such meeting of the board of directors or of the stockholders, as the case may be. 15 EX-3.23 24 w56437ex3-23.txt CERT OF INC. GULFSTREAM AEROSPACE CORPORATION Exhibit 3.23 RESTATED CERTIFICATE OF INCORPORATION OF GULFSTREAM AEROSPACE CORPORATION ---------------- FIRST: The name of the corporation (hereinafter called the "corporation") is Gulfstream Aerospace Corporation. SECOND: The address, including street number, city, and county, of the registered office of the corporation in the State of Delaware is 1013 Centre Road, City of Wilmington, 19805, County of New Castle and the name of the registered agent of the corporation in the State of Delaware at such address is Corporation Service Company. THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of stock which the corporation shall have authority to issue is 1000, at $1.00 par value. All such shares are of one class and are shares of Common Stock. FIFTH: The name and the mailing address of the incorporator are as follows: NAME MAILING ADDRESS Dalton K. Fine Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 SIXTH: The corporation is to have perpetual existence. SEVENTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver of receivers appointed for this corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class or stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation. EIGHTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided: 1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws, but such number may be from time to time be increased or decreased in such manner as may be prescribed by the Bylaws. No election of directors need be by written ballot. 2. After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of Section 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of Section 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation. NINTH: To the fullest extent permitted under the law of the State of Delaware, including the General Corporation Law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for damages for any breach of fiduciary duty as a director. No amendment to or repeal of this Article NINTH shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. In the event that the General Corporation Law of the State of Delaware is hereafter amended to permit further elimination or limitation of the personal liability of directors, then the liability of a director of the Corporation shall be so eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware as so amended without further action by either the Board of Directors or the stockholders of the Corporation. Each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any threatened, pending or completed action, suit, arbitration, alternative dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative ("Proceeding"), by reason of the fact that such person (the "Indemnitee") is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or 2 officer of any other corporation of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as such a director or officer, shall be indemnified and held harmless by the Corporation to the full extent permitted by law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability, losses and claims (including attorneys' fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended from time to time, penalties and amounts to be paid in settlement) actually incurred or suffered by such Indemnitee in connection with such Proceeding. TENTH: The board of directors of the Corporation may, by resolution adopted from time to time, indemnify such persons as permitted by the General Corporation Law of the State of Delaware as amended from time to time. The board of directors of the Corporation may, by resolution adopted from time to time, purchase and maintain insurance on behalf of such persons as permitted by the General Corporation Law of the State of Delaware as amended from time to time. ELEVENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH. 3 EX-3.24 25 w56437ex3-24.txt BY-LAWS GULFSTREAM AEROSPACE CORPORATION Exhibit 3.24 AMENDED & RESTATED BY-LAWS OF GULFSTREAM AEROSPACE CORPORATION ADOPTED AS OF SEPTEMBER 15, 2000 ARTICLE I OFFICES Section 1. Registered Office and Agent. The name of the corporation's registered agent and the office of its registered office in the State of Delaware are as follows: Corporation Service Company Section 2. Principal Office. The address of the principal office of the corporation is as follows: 2711 Centerville Road, Suite 400 Wilmington, Delaware 19808 Section 3. Other Offices. The corporation may also have an office or offices at such other place or places, within or without the State of Delaware, as the board of directors may from time to time designate or the business of the corporation may require. ARTICLE II STOCKHOLDERS Section 1. Annual Meetings. The annual meeting of the stockholders shall be held at such time and place and on such date in each year within or without the State of Delaware, as may be determined by the board of directors and as shall be designated in the notice of the meeting. Section 2. Purposes of Annual Meeting. The annual meeting of the stockholders shall be held for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting, notice of which shall be given in the notice of the meeting. Section 3. Failure to Elect Directors at Annual Meeting. If the election of directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as convenient. At such meeting, the stockholders may elect directors and transact other business with the same force and effect as at an annual meeting. Section 4. Special Meetings. Special meetings of the stockholders shall be held at such time and place and on such date in each year, within or without the State of Delaware, as may be determined by the person or persons calling the meeting and as shall be designated in the notice of the meeting. Special meetings of the stockholders may be called by the board of directors. the Chairman of the Board of Directors (sometimes hereafter in these by-laws, the "Chairman"), or the President and shall be called by the Chairman, the President, or the Secretary at the request in writing of stockholders owning at least one-fifth of the issued and outstanding shares of capital stock of the corporation entitled to vote. Calls for such meetings shall specify the purposes thereof and no business other than that specified in the call shall be considered at any special meeting. Section 5. Notice of Meetings and Adjourned Meetings. Unless waived as provided below, and except as provided in Section 230 of the General Corporation Law of the State of Delaware, not less than ten nor more than sixty days before any stockholders' meeting, the Chairman, the President, the Secretary, or an Assistant Secretary shall give each stockholder entitled to vote at the meeting written notice of the place, date, and hour of the meeting and the purpose or purposes for which the meeting is called. Such notice shall be mailed to each stockholder at his address as it appears on the corporation's records. When a meeting is adjourned to another time or place, notice need not be given if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken. If the adjournment is for a period of more than thirty days, or if, after the adjournment, a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote. Except as otherwise expressly provided by statute, no publication of any notice of a stockholders' meeting shall be required. Any stockholder, either before or after any meeting, may waive any notice required to be given by law or pursuant to these by-laws. Section 6. Quorum. Except as otherwise provided by law or the Certificate of Incorporation, the presence, in person or by proxy, of the holders of record of a majority of the shares of the capital stock of the corporation then issued and outstanding and entitled to vote at the meeting shall constitute a quorum for the transaction of business to be considered at such meeting; provided, however, that no action required by law or by the Certificate of Incorporation or these by-laws to be authorized as taken by the holders of a designated proportion of a particular class or series of shares may be authorized or taken by a lesser proportion and provided, further, that if a separate class vote is required with respect to any matter, the holders of a majority of the outstanding shares of such class, present in person or by proxy, shall constitute a quorum of such class, and, except as otherwise provided by law or the Certificate of Incorporation, the affirmative vote of a majority of shares of such class so present shall be the act of such class. In the absence of a quorum at any meeting or any adjournment thereof, a majority of those present, in person or by proxy and entitled to vote, may adjourn the meeting from time to time. At any adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting as originally called may he transacted. Section 7. Organization. Meetings of the stockholders shall be presided over by the Chairman, or if he is not present, by the President, or, if neither the Chairman nor the President is present, by a chairman to be chosen by a majority of the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the corporation, or in the Secretary's absence, an Assistant Secretary, shall act as secretary of every meeting of the stockholders but, if 2 neither the Secretary nor an Assistant Secretary is present, the meeting shall choose any person present thereat to act as secretary of the meeting. Section 8. Voting. Except as otherwise provided by law or the Certificate of Incorporation, and subject to the provisions of Sections 4 and 5 of Article VI of these by-laws, at every meeting of the stockholders, each stockholder of the corporation entitled to vote at the meeting shall have one vote, in person or by proxy, for each share of stock having voting rights held by the stockholder. Any stockholder entitled to vote may do so either in person or by proxy appointed by an instrument in writing, subscribed by such stockholder or by the stockholder's attorney thereunto authorized and delivered to the secretary of the meeting; provided, however, that no proxy shall be voted on after three years from its date unless the proxy provides for a longer period. Except as otherwise required by law, the Certificate of Incorporation or these by-laws, all matters coming before any meeting of the stockholders shall be decided by the vote of a majority in interest of the stockholders present, in person or by proxy, at the meeting and entitled to vote, a quorum being present. Unless otherwise provided in the Certificate of Incorporation, voting at all elections for directors need not be by ballot and shall not be cumulative. Section 9. Voting of Shares by Certain Holders. A. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the by-laws of the other corporation may prescribe, or. in the absence of an appropriate provision, as the board of directors of the other corporation may determine. B. Shares standing in the name of a deceased person may be voted by the decedent's administrator or executor. Shares standing in the name of a guardian, conservator, or trustee may be voted by such fiduciary, but no guardian, conservator, or trustee shall be entitled, as such fiduciary, to vote shares held by such fiduciary without a transfer of such shares into the fiduciary's name. C. Shares standing in the name of a receiver may be voted by the receiver. Shares held by or under the control of a receiver may be voted by the receiver without transfer thereof into the receiver's name if the authority so to do is contained in an appropriate order of the court by which the receiver was appointed. D. A stockholder whose shares are pledged shall be entitled to vote the pledged shares unless, in the transfer by the pledgor on the corporation's books, the pledgor has expressly empowered the pledgee to vote thereon, in which case only the pledgee may vote thereon E. Shares of its own capital stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor counted for quorum purposes; provided, however, that nothing herein shall be construed as limiting the right of the corporation to vote stock, including but not limited to its own capital stock, held by it in a fiduciary capacity. F. If shares are registered in the names of two or more persons, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is 3 given written notice to the contrary and is furnished with a copy of the instrument or order appointing such persons or creating the relationship so providing, their acts with respect to voting shall have the following effect: (a) if only one votes, the voter's act binds all; (b) if more than one votes, the act of the majority so voting binds all; (c) if the vote is evenly split, each faction may vote on the stock proportionately unless otherwise ordered by a court pursuant to the laws of the State of Delaware. If an instrument showing that tenancy is held in unequal shares is filed with the Secretary, a majority or even-split shall be determined by interest. Section 10. List of Stockholders. A complete list of the stockholders entitled to vote at each meeting of the stockholders, arranged in alphabetical order and the number of shares registered in the name of each stockholder, shall be prepared by the Secretary or other officer of the corporation having charge of the stock ledger, at least ten days before the meeting. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city, town, or village where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held, and the list shall be produced and kept at the time and place of the meeting during the whole time thereof for inspection by any stockholder who may be present. Section 11. Inspectors. At any meeting of the stockholders, the chairman of the meeting may, or upon the request of any one or more stockholders or proxies holding or representing not less than ten percent of the outstanding shares shall, appoint one or more persons as inspectors for such meeting. Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do all such other acts as are proper to conduct the election and voting with impartiality and fairness. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof. Section 12. Informal Action by Stockholders. Except as otherwise provided by the Certificate of Incorporation, any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a written consent, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. 4 ARTICLE III DIRECTORS Section 1. Power, Number, and Term of Directors. Except as otherwise provided by law or the Certificate of Incorporation, the property, affairs, and business of the corporation shall be managed by its board of directors, consisting of not less than one nor more than ten persons, as fixed from time to time by resolution of the board of directors or stockholders. Subject to Section 3 of Article II above, directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve for one year and until the director's successor is elected and qualified or until the director's earlier resignation or removal. The directors shall have power, from time to time and at any time when the stockholders as such are not assembled in a meeting, to increase or decrease their own number by an amendment to these by-laws. If the number of directors is increased, the additional directors may be elected by a majority of the directors in office at the time of the increase, or if not so elected prior to the next meeting of the stockholders, the additional directors shall be elected by the stockholders. Directors need not be stockholders of the corporation. Section 2. Quorum. A majority of the members of the board of directors in office shall constitute a quorum for the transaction of business; provided, however, a majority of directors then in office shall constitute a quorum for filling a vacancy on the board. If at any meeting of the board of directors a quorum shall not be present, a majority of the directors present may, without further notice, adjourn the meeting from time to time until a quorum shall have been obtained. Section 3. Vacancies. In case one or more vacancies shall occur in the board of directors by reason of death, resignation, or otherwise, except insofar as otherwise provided in the case of a vacancy or vacancies occurring by reason of removal by the stockholders, the remaining directors, although less than a quorum, may by a vote of the majority of the directors then in office elect a successor or successors for the unexpired term or terms. Section 4. Meetings. Meetings of the board of directors, annual, regular, and special, shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolution of the board of directors or as may be specified in the notice of meeting. Regular meetings of the board of directors shall be held at such times as may from time to time be fixed by resolution of the board of directors, and no notice (other than the resolution) need be given as to any regular meeting. Special meetings may be held at any time upon the call of the Chairman, the President, any Vice President, or the Secretary, or any two directors, by oral, telegraphic, or written notice duly served on or sent or mailed to each director not less than two days before the meeting. An annual meeting of the board of directors shall be held without notice immediately after, and at the same place as, the annual meeting of the stockholders. Meetings may be held at any time without notice if all the directors are present or if, at any time before or after the meeting, those not present waive notice of the meeting in writing. Section 5. Attendance by Communications Equipment. Unless otherwise restricted by the Certificate of Incorporation, members of the board of directors or of any committee designated by the board may participate in a meeting of the board or any such committee by means of conference telephone or similar communications equipment whereby all persons participating in 5 the meeting can hear each other. Participation in any meeting by such means shall constitute presence in person at such meeting. Section 6. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to the action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward his written dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a director who voted in favor of the action. Section 7. Committees. The board of directors may, in its discretion, by the affirmative vote of a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of the absent or disqualified member. Except as otherwise provided by law or these by-laws, any committee, to the extent provided by resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation. No committee shall have or exercise the powers and authority of the board of directors with respect to filling vacancies among the directors or in any committee of the directors; amending the Certificate of Incorporation; adopting an agreement of merger or consolidation; recommending to the stockholders the sale, lease, or exchange of all or substantially all of the corporation's property and assets; recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution; amending the by-laws; or, unless the resolution of the board of directors expressly so provides, declaring a dividend or authorizing the issuance of stock. A majority of the members of a committee may determine its action and fix the time and place of its meetings, unless the board of directors shall otherwise provide. The board of directors shall have the power at any time to fill vacancies in, to change the membership of, or to discharge any committee. Section 8. Dividends and Reserves. Subject to the laws of the State of Delaware and the Certificate of Incorporation, the board of directors shall have full power to determine whether any, and if any, what part of any, funds legally available for the payment of dividends shall be declared in dividends and paid to the stockholders. The division of the whole or any part of funds legally available shall rest wholly within the lawful discretion of the board of directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise. The board of directors may set apart out of funds legally available for the payment of dividends a reserve or reserves for any proper purpose, and may from time to time, in its absolute judgment and discretion, increase, abolish, diminish, and vary any reserve or reserves so set apart. Section 9. Removal of Directors. At any duly called and held special meeting of the stockholders, any director or directors may, by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote in an election of directors, be removed from office, either with or without cause; provided, however, that, if the stockholders of the corporation 6 are entitled under the provisions of the Certificate of Incorporation to exercise cumulative voting rights in the election of directors, then no removal shall be effective if the holders of that proportion of the shares of stock outstanding and entitled to vote for an election of directors as could elect to the full board as then provided by these by-laws the director or directors sought to be removed shall vote against removal. The successor or successors to any director or directors so removed may be elected by the stockholders at the meeting at which removal was effectuated. The remaining directors may, to the extent vacancies are not filled by election by the stockholders, fill any vacancy or vacancies created by the removal. Section 10. Informal Action. Any action required or permitted to be taken at any meeting of the board of directors or any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the board or of the committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or the committee. ARTICLE IV WAIVER OF NOTICE Whenever, by law, the Certificate of Incorporation, or these by-laws, notice is required to be given, a written waiver thereof signed by the person entitled to notice, whether before or after the date of the meeting, shall be deemed equivalent to notice. Attendance of a person at a meeting of the stockholders, the board of directors, or any committee designated by the board of directors shall constitute a waiver of notice of the meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or any committee designated thereby need be specified in any written waiver of notice unless so required by law, the Certificate of Incorporation, or these by-laws. ARTICLE V OFFICERS Section 1. Number. The board of directors shall elect a President and a Secretary and, from time to time, may elect a Chairman of the Board of Directors, a Treasurer, one or more Vice Presidents, and such Assistant Secretaries, Assistant Treasurers and other officers, agents, and employees as it may deem proper. Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person Section 2. Term and Removal. The term of office of each officer shall be one year and until the officer's successor is elected, but any officer may be removed from office, either with or without cause, at any time by the affirmative vote of a majority of the members of the board of directors then in office. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the board of directors. 7 Section 3. Delegation. The officers of the corporation will from time to time receive written grants of authority from the corporation's parent to engage in certain transactions on behalf of the corporation (a "Delegation"). All actions taken by the officers of the corporation pursuant to a Delegation will at all times be subject to the limitations set forth therein. The officers of the corporation may subdelegate in writing the authority granted to them by a Delegation to the officers of the corporation's subsidiaries. Section 4. Chairman of the Board of Directors. The Chairman of the Board of Directors, if a Chairman of the Board of Directors has been elected and is serving, shall be the chief executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. The Chairman shall preside at all meetings of the stockholders and of the board of directors. The Chairman shall have the authority to sign certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which require the Chairman's signature, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. In general, the Chairman shall perform all duties incident to the office of Chairman of the Board of Directors and chief executive officer of the corporation and such other duties as may be prescribed by the board of directors from time to time. Section 5. The President. The President shall be the chief operating officer of the corporation and shall, subject to the direction and control of the board of directors, in general supervise and control all of the operations of the corporation. In the absence of the Chairman, the President shall preside at all meetings of the stockholders and of the board of directors. In the absence of the Chairman or in the event of the Chairman's inability or refusal to act, the President shall perform the duties of the Chairman and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. The President may sign certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which require the President's signature, except in cases where the execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation or shall be required by law to be otherwise executed. In general, the President shall perform all duties incident to the office of President and chief administrative officer of the corporation and such other duties as may be prescribed from time to time by the board of directors or the Chairman. Section 6. Vice Presidents. In the absence of the President or in the event of the President's inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, including, without limitation, the duties of the Chairman if and as assumed by the President as a result of the absence of the Chairman or the Chairman's liability or refusal to act, and the Vice President, when so acting, shall have all of the powers and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties as from time to time may be assigned to the Vice President by the Chairman, the President, or the board of directors. The authority of Vice Presidents to sign in the name of the Corporation certificates for shares of the Corporation and deeds, mortgages, bonds, contracts, or other instruments shall be coordinate with like authority of the President. Section 7. Treasurer. If required by the board of directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer's duties in such sum and with such surety or sureties 8 as the board of directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these by-laws. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Chairman, the President, or the board of directors. Section 8. Secretary. The Secretary shall: (a) keep records of corporate action, including the minutes of meetings of the stockholders and the board of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (e) sign, with the Chairman, the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the board of directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Chairman, the President, or the board of directors. Section 9. Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers shall, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine. The Assistant Secretaries as thereunto authorized by the board of directors may sign, with the Chairman, the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by a resolution of the board of directors. The Assistant Treasurers and Assistant Secretaries in general shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President, the Chairman, or the board of directors. ARTICLE VI STOCK CERTIFICATES Section 1. Form of Stock Certificates. The interest of each stockholder of the corporation shall be evidenced by certificates for shares of stock, certifying the number of fully-paid shares represented thereby and in such form, not inconsistent with the Certificate of Incorporation, as the board of directors may from time to time prescribe. Section 2. Execution and Issuance of Certificates of Stock. Stock certificates shall be signed by the Chairman or a Vice-Chairman of the Board of Directors or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary and be sealed with the seal of the corporation. Such seal may be a facsimile, engraved or printed. If any stock certificate is signed by a transfer agent or a registrar, other than the corporation or its employees, the signatures of the Chairman, the President, a Vice President, the Secretary, or an Assistant Secretary upon such certificate may be facsimiles, engraved or printed. In case any such officer who has signed, or whose facsimile signature has been placed upon, a stock certificate shall 9 have ceased to be such before such certificate is issued, it may be issued by the corporation with the same effect as if such officer had not ceased to be such at the time of its issuance. Section 3. Transfer of Certificates of Stock. Except as otherwise provided by the Certificate of Incorporation or these by-laws, any certificate for shares of the Corporation shall be transferable in person or by attorney upon the surrender thereof to the corporation or any transfer agent therefor properly endorsed for transfer and accompanied by such assurances as the corporation or such transfer agent may require as to the genuineness and effectiveness of each necessary document. Section 4. Fixing the Date for Determination of Stockholders of Record. To determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or entitled to receive payment of any dividend or any other distribution or allotment of any rights, or entitled to exercise any rights, in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix in advance a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. To determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix in advance a record date, which shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. No record date shall precede the date upon which the resolution fixing such date is adopted by the board of directors. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the board of directors fixes a new record date for the adjourned meeting. Section 5. Failure to Fix Record Date. If no record date is fixed in accordance with Section 4 of this Article VI: A. The record date for determining stockholders entitled to notice or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or if the notice is waived, at the close of business on the day next preceding the day on which the meeting is held. B. The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to the place where the proceedings of the corporation are recorded and the custodian of such proceedings. When prior action by the board of directors is required by law, the record date shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action. C. The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto. Section 6. Lost, Stolen, or Destroyed Stock Certificates. No stock certificate representing shares of the corporation shall be issued in place of any certificate alleged to have been lost, stolen, or destroyed except upon delivery to the corporation of such evidence as the board of 10 directors may in its discretion require. The board of directors may also require a bond to be delivered to the corporation upon such terms and secured by such surety as the board shall deem fit. Section 7. Transfer Agent and Registrar. The board of directors may appoint one or more transfer agents or one or more transfer clerks and one or more registrars and may require all stock certificates to bear the signature or signatures of any of them. Section 8. Examination of Books by Stockholders. The board shall have power to determine, from time to time, whether and to what extent and at what times and places and under what conditions and regulations the accounts and books and documents of the corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right to inspect any account or book or document of the corporation except as otherwise, and only to the extent, provided by law. ARTICLE VII INTEREST OF DIRECTORS OR OFFICERS IN CERTAIN TRANSACTIONS Section 1. Action or Criteria Required. No contract or transaction between the corporation and one or more of its directors or officers, and no contract or transaction between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transaction, or solely because the vote of an interested director is counted for such purposes, if: A. the material facts as to the director's relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum, or B. the material facts as to the director's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or C. the contract or transaction is fair as to the corporation as to the time it is authorized, approved, or ratified, by the board of directors, a committee thereof or the stockholders. Section 2. Effect of Quorum. Common or interested directors may be counted in determining the presence of a quorum at any meeting of the board of directors or of a committee thereof. 11 ARTICLE VIII INDEMNIFICATION OF OFFICERS AND DIRECTORS Section 1. Power to Indemnify. The corporation shall indemnify any person who is or was a director or officer of the corporation to the fullest extent permitted by law. The corporation shall have the power to indemnify any person who is or was an employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including an employee benefit plan), to the fullest extent permitted by law. For purpose of this Article VIII, the term "officer" shall mean the Chairman of the Board, President, Treasurer, Secretary, any Vice President of the corporation, and such other officers as are determined to be entitled to indemnification by resolution of the board of directors. Section 2. Advancement of Expenses. Expenses (including attorneys' fees) incurred by a current of former director or officer in defending any civil, criminal, administrative, or investigative action, suit, or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall be ultimately determined that such person is not entitled to be indemnified by the corporation. Such expenses (including attorneys' fees) incurred by employees or agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. Section 3. Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (including an employee benefit plan), against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under applicable law. Section 4. Other Rights. The rights to indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. ARTICLE IX FISCAL YEAR The fiscal year of the corporation shall be as determined by the board of directors of the corporation. In the absence of such determination, the fiscal year of the corporation shall be the calendar year. 12 ARTICLE X CORPORATE SEAL The board of directors may provide a suitable seal, including duplicates thereof containing the name of the Corporation. ARTICLE XI AMENDMENTS These by-laws shall be subject to alteration, amendment, or repeal, and new by-laws, not inconsistent with any provision of law or the Certificate of Incorporation, may be made, either by the affirmative vote of a majority of the whole board of directors at any meeting thereof or, if the power to make, amend, alter or repeal the by-laws shall not have been granted to the board of directors in the Certificate of Incorporation, by the affirmative vote of the holders of a majority in interest of the stockholders of the corporation present in person or by proxy at any annual or special meeting and entitled to vote thereat, a quorum being present. Notice of the proposal to make, alter, amend, or repeal the by-laws of the corporation shall be included in the notice of such meeting of the board of directors or of the stockholders, as the case may be. 13 EX-3.25 26 w56437ex3-25.txt CERT. OF INC. MATERIAL SERVICE RESOURCES COMPANY Exhibit 3.25 CERTIFICATE OF INCORPORATION OF MATERIAL SERVICE RESOURCES COMPANY 1. The name of the corporation is MATERIAL SERVICE RESOURCES COMPANY. 2. The address of the registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The nature of the business or purposes to be conducted or promoted is: To engage in any lawful acts or activities for which corporations may be organized under the General Corporation Law of Delaware. In general, to possess and exercise all the powers and privileges granted by the General Corporation Law of Delaware or by any other law of Delaware or by this Certificate of Incorporation together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the corporation. The business and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in nowise limited or restricted by reference to, or inference from, the terms of any other clause in this Certificate of Incorporation, but the business and purposes specified in each of the foregoing clauses of this article shall be regarded as independent business and purposes. 4. The total number of shares of common stock which the corporation shall have authority to issue is Three Thousand (3,000); all of such shares of common stock being without par value. 5. The name and mailing address of the incorporator is as follows:

6. The corporation is to have perpetual existence. 7. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the by-laws of the corporation. 8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide. Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the by-laws of the corporation. No director shall have any personal liability to the corporation or its stockholders for any monetary damages for breach of fiduciary duty as a director, except that this Article shall not eliminate or limit the liability of each director (i) for any breach of such director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which such director derived an improper personal benefit. 9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 9th day of March, 1992. /s/ David M. Rubin __________________ David M. Rubin 2 EX-3.26 27 w56437ex3-26.txt BY-LAWS OF MATERIAL SERVICE RESOURCES COMPANY Exhibit 3.26 B Y - L A W S OF MATERIAL SERVICE RESOURCES CORPORATION ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Chicago, State of Illinois, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders, commencing with the year 1992, shall be held on the first business day of May if not a legal holiday, and if a legal holiday, then on the next secular day following, or at such other date as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which they shall elect by written ballot a Board of Directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Certificate of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. 2 Section 10. Unless otherwise provided in the Certificate of Incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be three (3). The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not be statute or by the Certificate of 3 Incorporation or by these by-laws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on ten days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the Certificate of Incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the Certificate of Incorporation or these by-laws, members of the Board of Directors, or any committee designated by the 4 Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS Section 11. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in Section 151(a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a Certificate of Ownership and Merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. 5 COMPENSATION OF DIRECTORS Section 13. Unless other restricted by the Certificate of Incorporation or these by-laws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his or her address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the Board of Directors and shall be a president, a vice-president, a secretary and a treasurer. The Board of Directors may also choose additional vice-presidents, and one or more assistant 6 secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these by-laws otherwise provide. Section 2. The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. Section 3. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the Board of Directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. Section 7. He or she shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his or her inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. 7 THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or president, under whose supervision he shall be. He or she shall have custody of the corporate seal of the corporation and he or she, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. Section 12. He or she shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the Board of Directors, he or she shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his or her control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the Board of Directors (or if there be no 8 such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the Board of Directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof, and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The Board of Directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. 9 Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto, and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation. 10 Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer of officers or such other person or persons as the Board of Directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. INDEMNIFICATION Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware, as amended. ARTICLE VIII AMENDMENTS Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the certificate of incorporation at any regular 11 meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the Board of Directors by the Certificate of Incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws. 12 EX-3.27 28 w56437ex3-27.txt ARTICLES OF INC. NATIONAL STEEL AND SHIPBUILDING Exhibit 3.27 ARTICLES OF INCORPORATION OF NATIONAL STEEL AND SHIPBUILDING COMPANY FIRST: The name of this corporation is NATIONAL STEEL AND SHIPBUILDING COMPANY. SECOND: Its principal office in the State of Nevada is located at No. 206 North Virginia Street, in the City of Reno, County of Washoe. The name and address of its resident agent will be The Corporation Trust Company of Nevada, No. 206 North Virginia Street, Reno, Nevada. THIRD: The nature of the business or objects or purposes to be transacted, promoted or carried on by the corporation are: (a) To build, equip, operate, maintain, buy, sell, deal in and with, own, charter and otherwise dispose of ships, vessels and boats of every nature and kind whatsoever, together with all materials, articles, tools, machinery and appliances entering into or suitable and convenient for the construction, maintenance, repair or equipment thereof, together with engines, boilers, machinery, appurtenances, tackle, apparel and furniture of all kinds; to buy, lease or otherwise acquire, construct, maintain and operate wharves, piers, docks, ship yards and warehouses; to construct and maintain graving and other docks and other conveniences for the building, maintaining, repairing or docking of ships and other vessels, and to aid in or contribute to the construction of any such works; to buy or otherwise acquire ships and vessels, complete or not complete, sound or out of repair, for the purpose of improving, reselling, chartering or otherwise making a profit out of the same. (b) To buy, sell, manufacture, fabricate, erect and otherwise deal in or with all kinds, forms, and combinations of steel, iron, or other metals, or any of them, and in the products of iron, steel, or other metals, or any of them, or in which steel, iron, or any other metal forms a part or is related, including tools, machinery, equipment, buildings, kilns, bridges, docks and other structures, and to transact a general steel manufacturing, fabricating, foundry, jobbing, machining, machinery, and supply business, and to do any and all things incidental thereto and necessary, suitable or convenient in connection therewith. (c) To carry on the business of builders and contractors for the purpose of building, erecting, altering, repairing or doing any other work in connection with any and all classes of building and improvements of any kind and nature, whatsoever, including the building, rebuilding, alteration, repairing or improvement of houses, factories, schools, and other buildings, works or erections of every kind and description, whatsoever, including the locating, laying out and constructing of ships, pipe lines, roads, avenues, docks, sewers, bridges, dams, wells, walls, canals, railroads or street railways, power plants and generally in all classes of buildings, erections and works, both public and private, or integral parts thereof, and to perform engineering and architectural works, including the preparation of plans and specifications, and expert work as acting and consulting and superintending engineers and architects and generally to do and perform such and all works as builders and contractors and with that end in view to solicit, obtain, make, perform and carry out contracts covering the building and contracting business and the work connected therewith. (d) To manufacture, buy, sell and deal in any and all kinds of construction, engineering, building, shipbuilding and ship repair materials, tools, implements, accessories, equipment and supplies of every description, and to erect, or acquire by purchase, lease or otherwise, ship yards, manufactories, kilns, foundries and buildings; to establish and maintain and operate ship yards, manufactories, kilns, foundries, warehouses, agencies, and 2 depots for manufacturing, fabricating, treating and storing its products, and for their sale and distribution, and to transport, or cause the same to be transported, as articles of commerce, and to do any and all things incidental thereto and necessary and proper to be done in connection with its business as aforesaid. (e) To manufacture, purchase, or otherwise acquire, goods, wares, merchandise, and personal property of every class and description, and to hold, own, sell or otherwise dispose of, trade, deal in and deal with the same, and in general, to engage in any manufacturing business of any kind and character whatsoever. (f) To enter into, make, perform and carry out contracts of every sort and kind which may be necessary or convenient for the business of this corporation with any person, firm, corporation, private, public or municipal, body politic, any state, territory or municipality of the United States or any foreign government, colony or body politic. (g) To acquire by purchase, subscription or otherwise hold, mortgage, pledge, sell, assign, transfer, exchange or otherwise dispose of shares of the stock, or voting trust certificates for shares of the stock of, or any bonds or other securities, evidences of indebtedness or obligations created by, any other corporation or corporations organized under the laws of the State of Nevada or of any other state, or of any country, nation or government, and to pay therefor, in whole or in part, with cash or other property or with shares, bonds or other obligations of this corporation, and, while the owner or holder of any such shares, or voting trust certificates for shares, or bonds or other securities or evidences of indebtedness, or obligations of any such other corporation or corporations, to possess and exercise in respect thereof all the powers, rights and privileges of ownership, including the right to vote thereon and to consent in respect thereof for any and all purposes. (h) To act as financial, commercial or general agent, other than fiscal or transfer agent, factor or representative, of individuals, partnerships, trustees, associations, 3 joint stock companies, corporations or syndicates, and as such to develop and extend their business and to aid in any of their lawful enterprises, in so far as a corporation organized under the laws of the State of Nevada may lawfully do so; and to the same extent, to manufacture, buy or otherwise acquire, sell or otherwise dispose of, import, export, distribute and deal in, either as principal or agent, goods, wares and merchandise of every kind and description. (i) To promote, aid and assist, financially or otherwise, corporations, copartnerships, joint stock companies, syndicates, trustees, associations, and individuals to the extent legally permissible to a corporation organized under the laws of the State of Nevada; and to a like extent to endorse or underwrite the shares, bonds, debentures, notes, securities or other obligations or undertakings of any corporation, copartnership, joint stock company, association, syndicate, trustee, or individual, and to guarantee the payment of any dividends on shares, or the principal or interest upon bonds, notes, debentures or other obligations, of, or the performance of any contracts by, any corporation, copartnership, joint stock company, association, syndicate, trustee or individual. (j) To adopt, apply for, obtain, register, purchase, lease or otherwise acquire, and to maintain, protect, hold, use, own, exercise, develop, operate and introduce, and to sell, grant licenses or other rights in respect of, assign, or otherwise dispose of or turn to account any trademarks, trade names, patents, patent rights, copyrights and distinctive marks and rights analogous thereto, and inventions, improvements, processes, formulae, and the like, including such thereof as may be covered by, used in connection with, or secured or received under, letters patent of the United States of America or elsewhere, which may be deemed capable of use in connection with the business of this corporation, and to acquire, use, exercise or otherwise turn to account licenses in respect of any such trademarks, trade 4 names, patents, patent rights, copyrights, inventions, improvements, processes, formulae, and the like. (k) To purchase, lease as lessee, take in exchange or otherwise acquire and to own, hold, develop, operate, sell, assign, transfer, convey, exchange, lease as lessor, mortgage, pledge or otherwise dispose of and encumber, real and personal property of every class and description, and rights and privileges therein, in the State of Nevada, and in any or all other states, territories, districts, possessions, colonies and dependencies of the United States of America, and in any or all foreign countries, which may be suitable or convenient in connection with the business of this corporation. (l) To acquire all or any part of the good will, rights, assets and business of any person, firm, association or corporation heretofore or hereafter engaged in any business, in whole or in part, similar to the business of this corporation, and to hold, utilize and in any manner dispose of, the whole or any part of the right and assets so acquired, and to conduct in any lawful manner the whole or any part of the business thus acquired. (m) To borrow or raise moneys for any of the purposes of this corporation without limit as to amount, and, from time to time, to issue bonds, debentures, notes or other obligations, secured or unsecured, of this corporation for moneys so borrowed, or in payment for property acquired, or for any of the other objects or purposes of this corporation or in connection with its business; to secure such bonds, debentures, notes and other obligations by mortgage or mortgages, or deed or deeds of trust, or pledge or other lien upon any or all of the property, rights, privileges or franchises of this corporation, wheresoever situated, acquired or to be acquired, and to pledge, sell or otherwise dispose of any or all of such bonds, debentures, notes and other obligations of this corporation for its corporate purposes. (n) To promote or to aid in any manner financially or otherwise any other corporations or associations and for this purpose to guarantee or to become surety upon the 5 contracts, dividends, stocks, bonds, notes, and other obligations of such other corporations or associations, and to do any other acts or things designed to protect, preserve, improve, or enhance the value of the stocks, bonds, or other evidences of indebtedness or securities of such other corporations. (o) To join and become a party to, and to participate in, any plan or agreement for the reorganization of, or the readjustment of the capital structure of, or for the composition of the creditors of, any other corporation, shares of which, or voting trust certificates for the shares of which, or bonds or other securities or evidences of indebtedness or obligations created by which, this corporation may own, hold or be possessed of, or entitled to a beneficial interest in, and to possess, exercise, and enjoy any and all rights, powers and privileges, for any purpose under the terms of such plan or agreement, to the same extent that an individual would be entitled to do. (p) To guarantee the payment of dividends upon, or any sinking fund payments in respect of, any shares, or the payment of the principal of, or interest on, or sinking fund payments in respect of, any bonds or other securities or evidences of indebtedness, or the performance of any contract, of any other corporation or corporations in so far as, and to the extent that, a guaranty in respect thereof by this corporation may be permitted by law. (q) In connection with the purchase, lease or other acquisition by this corporation of any property of whatsoever nature, to pay therefor in cash or property or to issue in exchange therefor shares, bonds or other securities or evidences of indebtedness of this corporation, and to assume in connection with any such acquisition any liabilities of any person, association or corporation. (r) To carry out all or any part of the foregoing objects and purposes as principal, agent, contractor or otherwise, either alone or in conjunction with any person, firm, 6 association or other corporation, and to become a joint venturer or partner with any other person, firm or corporation, and in any part of the world; and in carrying on its business and for the purpose of attaining or furthering any of its objects or purposes, to make and perform such contracts of any kind and description, to do such acts and things, and to exercise any and all such powers, as a natural person could lawfully make, perform, do or exercise, provided that the same be not inconsistent with the laws of the State of Nevada. (s) To conduct its business in any or all of its branches in the State of Nevada and in any or all other states, territories, possessions, colonies and dependencies of the United States of America, and in the District of Columbia, and in any or all foreign countries, and to have one or more offices within and outside the State of Nevada. (t) To do any and all things necessary, suitable, convenient or proper for, or in connection with, or incidental to, the accomplishment of any of the purposes or attainment of any one or more of the objects herein ennumerated, or designed directly or indirectly to promote the interests of this corporation, or to enhance the value of any of its properties; and in general to do any and all things and exercise any and all powers which it may now or hereafter be lawful for the corporation to do or to exercise under the laws of the State of Nevada that may now or hereafter be applicable to the corporation. (u) The business or purpose of this corporation is, from time to time and at any time, to do one or more of the acts and things herein set forth, and to have all the powers, rights and privileges now or hereafter conferred by the laws of the State of Nevada upon corporations organized under the laws of Nevada authorizing the formation of corporations; providing, however, that nothing herein contained shall be deemed to authorize this corporation to construct, hold, maintain or operate in Nevada urban railroads, or interurban or street railways or telephone lines, or to carry on within said state, the business of a gas, 7 electric, steam, heat or power company, or to carry on within said state any other public utility business. (v) The objects specified herein shall, except as otherwise expressed, be in no way limited or restricted by reference to or inference from the terms of any other clause or paragraph of these articles. The objects, purposes and powers specified in each of the clauses or paragraphs in these articles of incorporation shall be regarded as independent objects, purposes or powers. The foregoing shall be construed as objects and powers, and the enumeration thereof shall not be held to limit or restrict in any manner the powers now or hereafter conferred on this corporation by the laws of the State of Nevada. FOURTH: The corporation is authorized to issue only one class of shares of stock. The total authorized capital stock of the corporation is $100,000, to consist of 10,000 shares of the par value of $10 each. After such time as there shall be issued and outstanding stock of the corporation, upon the sale for cash of any new stock of the corporation, every stockholder of the corporation shall have the right to purchase all or any part of his pro rata share of such new stock at the price at which it is offered or to be offered to others, provided, however, that in the event that one or more of such stockholders shall fail, refuse or otherwise omit to purchase all or any part of his or their pro rata share of such new stock within 20 days from the date such pro rata share of new stock is offered to him or them, any stockholder or stockholders desiring to purchase such new stock shall have the right to purchase all or any part of his or their pro rata share of the new stock not so purchased by the other stockholder or stockholders in addition to shares to which he or they shall otherwise be entitled to purchase pursuant to this Article FOURTH of these articles of incorporation. Any shares of such new stock not purchased by such other stockholders within 10 days after having been 8 offered to them may be offered for sale to others who are not stockholders of the corporation. The provisions of this Article FOURTH with respect to the pre-emptive rights of stockholders may be waived by the written consent of the holders of all of the outstanding shares of the corporation. FIFTH: The members of the governing board shall be known as "directors" and the number thereof shall be not less than three nor more than fifteen, the exact number to be fixed by the by-laws of the corporation; provided, that the number so fixed by the by-laws may be increased or decreased within the limit above specified from time to time by the by-laws. The names and post office addresses of the first board of directors are as follows:

SIXTH: The capital stock, after the amount of the subscription price has been paid in, shall be subject to no further assessment to pay debts of the corporation. SEVENTH: The names and post office addresses of each of the incorporators signing the articles of incorporation are as follows:

EIGHTH: This corporation is to have perpetual existence. NINTH: In furtherance, and not in limitation of the powers conferred by statute, the board of directors is expressly authorized: 9 (a) To fix the amount to be reserved as working capital over and above its capital stock paid in; to authorize and cause to be executed mortgages and liens upon the real and personal property of this corporation. (b) From time to time to determine whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of this corporation (other than the original or duplicate stock ledger) or any of them, shall be open to inspection of stockholders, and no stockholder shall have any right of inspecting any account, book or document of this corporation except as conferred by statute, unless authorized by a resolution of the stockholders or directors. (c) If the by-laws so provide, to designate three or more of its number to constitute an executive committee, which committee, for the time being, as provided in said resolution or in the by-laws of this corporation, shall have and may exercise any or all of the powers of the board of directors in the management of the business and affairs of this corporation, other than the power to declare dividends, and shall have power to authorize the seal of this corporation to be affixed to all papers which may require it. This corporation may in its by-laws confer powers upon its directors in addition to the foregoing, and in addition to the powers and authorities expressly conferred upon them by the statutes. TENTH: Meetings of stockholders may be held outside of the State of Nevada, if the by-laws so provide. The books of this corporation may be kept (subject to the provisions of the statutes) outside of the State of Nevada at such places as may be from time to time designated by the board of directors or in the by-laws of the corporation. ELEVENTH: At all elections of directors, each stockholder at the time entitled to vote shall have the right of cumulative voting, that is, each stockholder shall be entitled to as many votes as shall equal the number of his voting shares of stock, multiplied 10 by the number of directors to be elected, and he may cast all of such votes for a single director or may distribute them among the number to be voted for, or any two or more of them, as he may see fit. TWELFTH: The original by-laws of the corporation may be adopted by the stockholders or the directors. Thereafter any and all by-laws may be made, adopted, amended, altered or repealed only by the vote or written consent of stockholders entitled to exercise at least two-thirds (2/3) of the voting power of the corporation. THIRTEENTH: This corporation reserves the right to amend, alter, change or repeal any provision contained in these articles of incorporation, in the manner now or hereafter prescribed by statute or by these articles of incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation, provided, however, that Article ELEVENTH of these articles of incorporation shall not be amended or repealed if the holders of the number of shares equal to the quotient arrived at when the total number of outstanding shares of the corporation is divided by one plus the authorized number of directors either vote against the proposed amendment or repeal of said Article ELEVENTH or refuse, decline, fail or otherwise omit to consent in writing to the proposed amendment or repeal thereof, and provided further, however, that Article TWELFTH of these articles of incorporation may be amended, altered or repealed only by the vote or written consent of stockholders entitled to exercise at least two-thirds (2/3) of the voting power of the corporation. WE, THE UNDERSIGNED, being all of the original incorporators hereinbefore named for the purpose of forming a corporation under the laws of the State of Nevada and in pursuance of the General Corporation Law of the State of Nevada, being Chapter 78, Title 7 revised Statutes of Nevada, and the acts amendatory thereof and 11 supplemental thereto, do make and file these articles of incorporation, hereby declaring and certifying that the facts herein stated are true. IN WITNESS WHEREOF, we accordingly have hereunto set our hands this 9th day of November, A.D. 1959. /s/ Thomas M. Lacey _____________________________________ Thomas M. Lacey /s/ Arthur L. Brown _____________________________________ Arthur L. Brown /s/ Dick I. Oberholtzer _____________________________________ Dick I. Oberholtzer STATE OF CALIFORNIA ) ) ss: CITY AND COUNTY OF SAN FRANCISCO ) On this __ day of November, 1959, before me Abby E. Wigney, a Notary Public in and for the City and County and State aforesaid, personally appeared THOMAS M. LACEY, ARTHUR L. BROWN and DICK L. OBERHOLTZER, known to me to be the persons described in and who executed the foregoing instrument, and who acknowledged to me that they executed the same freely and voluntarily and for the uses and purposes therein mentioned. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. /s/ Abby E. Wigney _____________________________________ Notary Public in and for the City and County of San Francisco, State of California 12 EX-3.27.1 29 w56437ex3-27_1.txt CERT. OF AMENDMENT OF ART. OF INC.NATIONAL STEEL Exhibit 3.27.1 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF NATIONAL STEEL AND SHIPBUILDING COMPANY We, the undersigned President and Secretary of National Steel and Shipbuilding Company, a corporation organized and existing under and by virtue of the General Corporation Law of the Sate of Nevada, DO HEREBY CERTIFY: That the Board of Directors of said corporation by unanimous written consent adopted a resolution to amend the original Articles as follows: RESOLVED, that the Articles of Incorporation be amended by amending the first paragraph of Article FOURTH as follows and by adding Article FOURTEENTH and FIFTEENTH to the Articles of Incorporation to read as follows: "The first paragraph of Article FOURTH of the Articles of Incorporation of the Corporation is hereby amended to read in its entirety as follows: FOURTH: (a) The corporation is authorized to issue two classes of shares of stock to be designated "Common Stock" and "Preferred Stock," respectively. The number of authorized shares of Common Stock is Ten Thousand (10,000) shares, par value $10 per share, and the number of authorized shares of Preferred Stock is Ten Thousand Shares (10,000) shares, no par value. (b) The Preferred Stock shares may be issued from time to time in any number of series as determined by the board. The board may by resolution ix the designation and number of any such series. The board may thereafter in the same manner increase or decrease the number of shares of any series (but not below the number of shares of that series outstanding). (c) The board may determine, alter or revoke the designations, preferences, and relative, participating, optional or other special rights, qualifications, limitations or restrictions granted or imposed upon any wholly unissued class or series of shares of Preferred Stock." "Articles FOURTEENTH and FIFTEENTH of the Articles are hereby added to the Articles of Incorporation of the Corporation to read in their entirety as follows: 1 FOURTEENTH: To the full extent permitted by the General Corporation Law of the State of Nevada or any other applicable laws presently or hereafter in effect, no director or officer of the corporation shall be personally liable to the corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director or officer of the corporation. Any repeal or modification of this Article FOURTEENTH shall not adversely affect any right or protection of a director of the corporation existing immediately prior to such repeal or modification." FIFTEENTH: Each person who is or was or had agreed to become a director or officer of the corporation, or each such person who is or was serving or who had agreed to serve at the request of the corporation as an employee or agent of the corporation or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person), shall be indemnified by the corporation to the full extent permitted by the General Corporation Law of the State of Nevada or any other applicable laws as presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article FIFTEENTH. Any repeal or modification of this Article FIFTEENTH shall not adversely affect any right or protection existing hereunder immediately prior to such appeal or modification." The number of shares of the corporation outstanding and entitled to vote on an amendment to the Articles of Incorporation is 1,000; that the said amendment has been consented to and approved by the vote of the holders of a majority of the issued and outstanding stock entitled to vote. IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed and acknowledged by its President and Assistant Secretary, this 17th day of April, 1989. /s/ Richard H. Vortmann _________________________________ Richard H. Vortmann, President /s/ Ralph D. Jacobs _________________________________ Ralph D. Jacobs, Secretary 2 STATE OF CALIFORNIA ) ) ss: COUNTY OF SAN DIEGO ) On April 17, 1989 before me, the undersigned, a Notary Public in and for said State, personally appeared Richard H. Vortmann and Ralph D. Jacobs, personally known to me or proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged that they executed it. WITNESS my hand and official seal. Signature /s/ Kristine S. Karila _____________________________________ 3 EX-3.28 30 w56437ex3-28.txt BY-LAWS OF NATIONAL STEEL AND SHIPBUILDING Exhibit 3.28 AMENDED AND RESTATED NASSCO BY-LAWS ADOPTED AS OF JUNE 15, 2001 TABLE OF CONTENTS Article I OFFICES........................................................................1 Section 1.1 PRINCIPAL OFFICE..................................................1 Section 1.2 OTHER OFFICES.....................................................1 Article II MEETINGS OF STOCKHOLDERS.......................................................1 Section 2.1 PLACE OF MEETING..................................................1 Section 2.2 ANNUAL MEETING....................................................1 Section 2.3 SPECIAL MEETINGS..................................................1 Section 2.4 NOTICE OF MEETINGS................................................1 Section 2.5 ADJOURNED MEETINGS AND NOTICE THEREOF.............................2 Section 2.6 VOTING............................................................2 Section 2.7 QUORUM............................................................2 Section 2.8 ACTION WITHOUT MEETING............................................2 Section 2.9 VOTING BY PROXY...................................................2 Article III DIRECTORS......................................................................3 Section 3.1 POWERS............................................................3 Section 3.2 NUMBER AND QUALIFICATION OF DIRECTORS.............................4 Section 3.3 ELECTION AND TERM OF OFFICE.......................................4 Section 3.4 VACANCIES.........................................................4 Section 3.5 PLACE OF MEETING..................................................4 Section 3.6 ORGANIZATIONAL MEETING............................................4 Section 3.7 OTHER REGULAR MEETINGS............................................5 Section 3.8 SPECIAL MEETINGS..................................................5 Section 3.9 NOTICE OF ADJOURNMENT.............................................5 Section 3.10 WAIVER OF NOTICE.................................................5 Section 3.11 QUORUM...........................................................5 Section 3.12 ADJOURNMENT......................................................5 Section 3.13 ACTION WITHOUT MEETING AND ATTENDANCE VIA TELEPHONE..............6 Section 3.14 FEES AND COMPENSATION............................................6 Section 3.15 INDEMNIFICATION OF AGENTS OF THE CORPORATION.....................6 Article IV OFFICERS.......................................................................8 Section 4.1 OFFICERS..........................................................8 Section 4.2 ELECTION..........................................................8 Section 4.3 SUBORDINATE OFFICERS..............................................8 Section 4.4 REMOVAL AND RESIGNATION...........................................8 Section 4.5 VACANCIES.........................................................8 Section 4.6 CHAIRMAN OF THE BOARD.............................................8

Section 4.7 PRESIDENT.........................................................9 Section 4.8 VICE-CHAIRMAN OF THE BOARD........................................9 Section 4.9 CHAIRMAN OF THE EXECUTIVE COMMITTEE...............................9 Section 4.10 VICE PRESIDENT...................................................9 Section 4.11 SECRETARY........................................................9 Section 4.12 TREASURER.......................................................10 Article V MISCELLANEOUS.................................................................10 Section 5.1 CLOSING OR TRANSFER OF THE BOOKS.................................10 Section 5.2 CHECKS, DRAFTS, AND EVIDENCES OF INDEBTEDNESS....................11 Section 5.3 CONTRACTS, HOW EXECUTED..........................................11 Section 5.4 CERTIFICATES OF STOCK............................................11 Section 5.5 REPRESENTATION OF SHARES HELD BY OTHER CORPORATIONS..............11 Article VI AMENDMENTS....................................................................11 Section 6.1 ADOPTION, AMENDMENT, OR REPEAL OF BY-LAWS........................11

ii AMENDED AND RESTATED BY-LAWS OF NATIONAL STEEL AND SHIPBUILDING COMPANY ADOPTED AS OF JUNE 15, 2001 ARTICLE I OFFICES SECTION 1.1 PRINCIPAL OFFICE. The principal office of the Corporation shall be located at 6100 Neil Road, Suite 500, in the City of Reno, County of Washoe, State of Nevada, 89511. The name of the resident agent in charge thereof is The Corporation Trust Company of Nevada. SECTION 1.2 OTHER OFFICES. The Corporation may also have such other offices as may at any time be established by the Board of Directors at any place or places, within or without the State of Nevada. ARTICLE II MEETINGS OF STOCKHOLDERS SECTION 2.1 PLACE OF MEETING. The annual meeting of stockholders shall be held at such place, within or without the State of Nevada, as shall be stated in the notice of the meeting. SECTION 2.2 ANNUAL MEETING. The annual meeting of stockholders, at which directors shall be elected, shall be held at such time and place and on such date in each year as determined by the Board of Directors, and as shall be stated in the notice of the meeting. At the annual meeting the stockholders shall elect a board of directors and transact such other business as may properly be brought before the meeting. SECTION 2.3 SPECIAL MEETINGS. Special meetings of stockholders, for any purpose or purposes whatsoever, may be called at any time by the President or by the Board of Directors or by any two or more members thereof. SECTION 2.4 NOTICE OF MEETINGS. Except in special cases where other express provision is made by statute, notice of such annual and special meetings shall be given to each stockholder entitled to vote, either personally or by sending a copy of the notice through the mail, postage prepaid, or by telegraph, charges prepaid, to his address appearing on the books of the Corporation or supplied by him to the Corporation for the purpose of notice. Such notice shall be in writing and signed by the President or a vice president or the Secretary or an assistant secretary or by such other person or persons as the Directors shall designate. If a stockholder supplies no address, notice shall be deemed to have been given him if mailed to the General Post Office at Reno, Nevada, the place where the principal office of the Corporation is situated, or published at least once in a newspaper of general circulation in Washoe County, Nevada. All such notices shall be sent to each stockholder entitled thereto not less than ten (10) days nor more than sixty (60) days before each such meeting, whether annual or special, and shall specify the place, the day and the hour of such meeting, and the purpose or purposes of the meeting. If mailed, the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to the stockholder. SECTION 2.5 ADJOURNED MEETINGS AND NOTICE THEREOF. Any stockholders meeting, whether annual or special, and whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at the meeting in person or by proxy, but in the absence of a quorum no other business may be transacted at any such meeting. When any stockholders' meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at any adjourned meeting, other than by announcement at the meeting at which such adjournment is taken. SECTION 2.6 VOTING. Except as provided in the Articles of Incorporation with respect to meetings for the election of directors, at all meetings of stockholders, every stockholder shall have the right to one vote for each share of such stock standing in his name on the stock records of the Corporation. Such vote may be via voce or by ballot. SECTION 2.7 QUORUM. At any meeting of the stockholders, the presence in person or by proxy of the holders of a majority of the outstanding stock shall constitute a quorum for the transaction of business by the holders of the stock. The stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. SECTION 2.8 ACTION WITHOUT MEETING. Any action, except election of directors, which under the provisions of the General Corporation Law of Nevada may be taken at a meeting of the stockholders, may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power; provided, if any greater proportion of voting power is required for such action at a meeting, then such greater proportion of written consents shall be required. SECTION 2.9 VOTING BY PROXY. Every person entitled to vote shares shall have the right to do so either in person or by one or more persons appointed by a valid written proxy signed by such person or such person's attorney in fact and filed with the Secretary of the Corporation. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall 2 be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No proxy shall be valid after the expiration of six (6) months from the date of its execution, unless coupled with an interest, or unless the person executing it specifies therein the length of time for which it is to continue in force, which in no case shall exceed seven (7) years from the date of its execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the Secretary of the Corporation. ARTICLE III DIRECTORS SECTION 3.1 POWERS. Subject to limitations of the Articles of Incorporation, of the By-laws, and of the General Corporation Law of Nevada as to action to be authorized or approved by the stockholders, and subject to the duties of directors as prescribed by the By-laws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by, the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers, to-wit: First -- To select and remove all the other officers, agents and employees of the Corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation or the By-laws, fix their compensation and require from them security for faithful service. Second -- To conduct, manage and control the affairs and business of the Corporation, and to make such rules and regulations therefor not inconsistent with law, with the Articles of Incorporation or the By-laws, as they may deem best. Third -- To fix and locate from time to time one or more subsidiary offices of the Corporation within or without the State of Nevada, as provided in Article 1, Section 2, hereof; and to adopt, make and use a corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of such seal and of such certificates from time to time, as in their judgment they may deem best, provided such seal and such certificates shall at all times comply with the provisions of law. Fourth -- To authorize the issue of shares of stock of the Corporation from time to time, upon such terms as may be lawful, for labor, services, or personal property, or real estate, or leases thereof. Fifth -- To borrow money and incur indebtedness for the purposes of the Corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor. 3 Sixth -- To appoint an executive committee and other committees, and to delegate to the Executive Committee any of the powers and authority of the Board in the management of the business and affairs of the Corporation, except the power to declare dividends. The Executive Committee shall be composed of three or more directors as may be designated by the Board of Directors and at all meetings of the Executive Committee any two or more members as such number may be provided by the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business. SECTION 3.2 NUMBER AND QUALIFICATION OF DIRECTORS. The Board of Directors shall consist of five (5) until changed by amendment to this Section 2 of Article III of these By-laws, fixing and changing such number. Each director shall be a citizen of the United States. SECTION 3.3 ELECTION AND TERM OF OFFICE. Subject to the provisions of the Articles of Incorporation, the Directors shall be elected at each annual meeting of stockholders, but if any such annual meeting is not held, or the Directors are not elected there at, the Directors may be elected at any special meeting of stockholders held for that purpose, and all directors shall hold office until their respective successors are elected and qualify. SECTION 3.4 VACANCIES. Subject to the provisions of the Articles of Incorporation, vacancies in the Board of Directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual or a special meeting of the stockholders. A vacancy or vacancies shall be deemed to exist in case of the death, resignation or removal of any director or if the authorized number of directors shall be increased by amendment of Section 2 of this ARTICLE III of these By-laws, or in case the stockholders fail at any time to elect the full number of authorized directors. Stockholders entitled to vote for the election of directors in accordance with the provisions of the Articles of Incorporation may at any time elect directors to fill any vacancy not filled by the directors. If any director tenders his resignation to the Board of Directors, a successor may be elected to take office at such time as the resignation shall become effective. No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his term of office. SECTION 3.5 PLACE OF MEETING. All meetings of the Board of Directors shall be held at any place within or without the State of Nevada designated at any time by resolution of the Board or by written consent of all members of the Board. SECTION 3.6 ORGANIZATIONAL MEETING. Immediately following each annual meeting of stockholders the Board of Directors shall hold a regular meeting for the 4 purpose of organization, election of officers, and the transaction of other business. Notice of such meetings is hereby dispensed with. SECTION 3.7 OTHER REGULAR MEETINGS. Other regular meetings of the Board of Directors shall be held without call at such times as shall from time to time be determined by the Board of Directors. Notice of all such regular meetings of the Board of Directors is hereby dispensed with. SECTION 3.8 SPECIAL MEETINGS. Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the President or, if he is absent or unable or refuses to act, by any vice president or by any two directors. Written notice of the time and place of special meetings shall be delivered personally to the Directors or sent to each director by letter or by telegram, charges prepaid, addressed to him at his address as it is shown upon the records of the Corporation or, if it is not so shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company at least two (2) days prior to the time of the holding of the meeting. Such mailing, telegraphing or delivery, as above provided, shall be due, legal and personal notice to such director. SECTION 3.9 NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting of a directors' meeting, either regular or special, need not be given to absent directors if the time and place are fixed at the meeting adjourned. SECTION 3.10 WAIVER OF NOTICE. The transactions of any meeting of the Board of Directors, however called and notice or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the time stated therein, each of the Directors not present sign a written waiver of notice. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting. SECTION 3.11 QUORUM. At all meetings of the Board a majority of the authorized number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, except to fill vacancies in the Board of Directors as hereinbefore provided, and except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors. SECTION 3.12 ADJOURNMENT. A quorum of the Directors may adjourn any directors' meeting to meet again at a stated day and hour provided, however, that in the absence of a quorum a majority of the Directors present at any directors' meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board. 5 SECTION 3.13 ACTION WITHOUT MEETING AND ATTENDANCE VIA TELEPHONE. Unless otherwise restricted by the Articles of Incorporation or the By-laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board or of such committee. Such written consent shall be filed with the minutes of proceedings of the Board or committee. Any meeting, regular or special, of the Board of Directors may be participated in by any director or directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this By-law shall constitute presence in person at such meeting. SECTION 3.14 FEES AND COMPENSATION. Directors shall receive such compensation for their services as directors as shall be determined from time to time by resolution of the Board. Any director may serve the Corporation in any other capacity as an officer, agent, employee or otherwise and receive compensation therefor. SECTION 3.15 INDEMNIFICATION OF AGENTS OF THE CORPORATION. For purposes of this Section 15, "agent" means any person who is or was a director, officer, employee or other agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise; "proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative; and "expenses" includes without limitation, attorneys' fees and any expenses of establishing a right to indemnification under the fourth paragraph or subdivision (iii) of the fifth paragraph of this Section 15. The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that such person is or was an agent of the Corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement conviction or upon a plea of nolo contendere or its equivalent does not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the Corporation or that the person had reasonable cause to believe the person's conduct was unlawful. The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of the Corporation, against expenses, including amounts paid in settlement, actually or reasonably incurred by such person in connection with the defense or settlement of such action if 6 such person acted in good faith, in a manner such person believed to be in the best interests of the Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this paragraph in respect of any claim, issue or matter as to which such person shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Corporation or for amounts paid in settlement to the Corporation, unless and only to the extent that the court in which such proceedings was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. To the extent that an agent of the Corporation has been successful on the merits in defense of any proceeding referred to in the second and third paragraphs of this Section 15, or in defense of any claim, issue or matter therein, the agent must be indemnified against expenses actually and reasonably incurred by the agent in connection therewith. Any indemnification under the second and third paragraphs of this Section 15, unless ordered by a court or advanced pursuant to the sixth paragraph of this Section 15, must be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the agent is proper in the circumstances by (i) the stockholders, (ii) the Board of Directors by majority vote of a quorum consisting of directors who are not parties to such proceeding, (iii) if a majority vote of a quorum consisting of directors who were not parties to the proceeding so orders, independent legal counsel in a written opinion, or (iv) if a quorum consisting of directors who were not parties to the proceeding cannot be obtained, independent legal counsel in a written opinion. The Articles of Incorporation or the By-laws of the Corporation or an agreement made by the Corporation may provide that the expenses of officers and directors incurred in defending any proceeding must be paid by the Corporation as they are incurred, and in advance of the final disposition of such proceeding, upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation as authorized in this Section 15. The provisions of this paragraph do not affect any rights to advancement of expenses to which agents other than directors or officers may be entitled under any contract or otherwise by law. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this Section 15 (a) does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled by the Articles of Incorporation of the Corporation or any agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding such office, except that indemnification, unless ordered by a court pursuant to paragraph 3 of this Section 15 or for the advancement of expenses made pursuant to paragraph 6 of this Section 15, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action, and (b) the indemnification provided in this Section 15 7 shall continue as to a person who has ceased to be an agent of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such a person. ARTICLE IV OFFICERS SECTION 4.1 OFFICERS. The officers of the Corporation shall be a president, a vice president, a secretary, and a treasurer. The Corporation may also have at the discretion of the Board of Directors a chairman of the board, a vice chairman of the board, a chairman of the executive committee, one or more additional vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this ARTICLE IV. Officers other than the Chairman of the Executive Committee need not be directors. One person may hold two or more offices. SECTION 4.2 ELECTION. The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this ARTICLE IV, shall be chosen annually by the Board of Directors, and each shall hold office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualify. SECTION 4.3 SUBORDINATE OFFICERS. The Board of Directors may appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the By-laws or as the Board of Directors may from time to time determine. SECTION 4.4 REMOVAL AND RESIGNATION. Any officer may be removed, either with or without cause, by a majority of the Directors at the time in office, at any regular or special meeting of the Board, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors or to the President, or to the Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. SECTION 4.5 VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause, shall be filled in the manner prescribed in the By-laws for regular appointments to such office. SECTION 4.6 CHAIRMAN OF THE BOARD. The Chairman of the Board shall be a citizen of the United States. The Chairman of the Board shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and affairs of the Corporation. He 8 shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, and he shall have the general powers and duties of management usually vested in the office of the Chief Executive Officer of a Corporation, and shall have such other powers and duties as may be prescribed to him by the Board of Directors. SECTION 4.7 PRESIDENT. The President shall be a citizen of the United States. The President shall be responsible for the active management and direction of the business and affairs of the Corporation. In case of a vacancy in the office of chairman or the inability or failure of the Chairman of the Board to perform the duties of that office, the President shall perform the duties of the Chairman of the Board, unless otherwise determined by the Board of Directors. SECTION 4.8 VICE-CHAIRMAN OF THE BOARD. The Vice-Chairman of the Board, if there shall be such an officer, shall, in the absence of the Chairman of the Board, or if there be none, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the By-laws. SECTION 4.9 CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chairman of the Executive Committee, if there shall be such an officer, shall preside at all meetings of the Executive Committee of the Board of Directors and shall exercise and perform such other powers and duties as may be from time to time assigned him by the Board of Directors or prescribed by the By-laws. SECTION 4.10 VICE PRESIDENT. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the By-laws. SECTION 4.11 SECRETARY. The Secretary shall keep, or cause to be kept, at the principal office of the Corporation, or such other place as the Board of Directors may order, a book of minutes of all meetings of directors and stockholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors' meetings, the number of shares present or represented at stockholders' meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal office of the Corporation, or at the office of the Corporation's transfer agent, if a transfer agent shall be appointed, a stock ledger, or a duplicate stock ledger, showing the names -of the stockholders and their addresses; the number and classes of shares held by each; the number and date certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall cause to be kept at the principal office of the Corporation in Reno, Nevada, a certified copy of its Articles of Incorporation, a certified copy of 9 its By-laws and all amendments thereto, and a statement setting out the name of the custodian of such stock ledger or duplicate stock ledger and the present and complete post office address, including street and number, if any, where such stock ledger or duplicate stock ledger is kept. The Secretary shall give, or cause to be given, notice of all the meetings of the stockholders and of the Board of Directors required by the By-laws or By-law to be given, and he shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-laws. SECTION 4.12 TREASURER. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. The books of account shall at all times be open to inspection by any director. The Treasurer shall deposit, or cause to be deposited, all moneys and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and directors, whenever they request it, an account of all of his transactions as treasurer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-laws. ARTICLE V MISCELLANEOUS SECTION 5.1 CLOSING OR TRANSFER OF THE BOOKS. The Board of Directors shall have power to close the stock transfer books of the Corporation for a period not exceeding forty (40) days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect or for a period of not exceeding forty (40) days in connection with obtaining the consent of stockholders for any purpose; provided, however, that in lieu of closing the stock transfer books as aforesaid the Board of Directors may fix in advance a date, not exceeding forty (40) days preceding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such cases such stockholders and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, 10 notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid. SECTION 5.2 CHECKS, DRAFTS, AND EVIDENCES OF INDEBTEDNESS. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors. SECTION 5.3 CONTRACTS, HOW EXECUTED. The Board of Directors, except as in the By-laws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount. SECTION 5.4 CERTIFICATES OF STOCK. A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each stockholder when any such shares are fully paid up. All such certificates shall be signed by the President or a vice president and the Secretary or an assistant secretary, or be authenticated by facsimiles of the signatures of the President and Secretary or a facsimile of the signature of the President and the written signature of the Secretary or an assistant secretary. Every certificate authenticated by a facsimile of a signature must be countersigned by a transfer agent or transfer clerk, and be registered by an incorporated bank or trust company, either domestic or foreign, as registrar of transfers, before issuance. SECTION 5.5 REPRESENTATION OF SHARES HELD BY OTHER CORPORATIONS. Shares of the Corporation standing in the name of another corporation may be voted or represented, and all rights incident thereto may be exercised on behalf of such other corporation, by any officer thereof authorized to do so by resolution of its board of directors, or by its executive committee, or by its by-laws, or by any person authorized so to do by proxy or power of attorney duly executed by the president or vice president and secretary or assistant secretary of such other corporation, or by authority of the board of directors thereof. ARTICLE VI AMENDMENTS SECTION 6.1 ADOPTION, AMENDMENT, OR REPEAL OF BY-LAWS. The original By-laws of the Corporation may be adopted by the stockholders or the directors. Thereafter, any and all By-laws may be made, adopted, amended, altered or repealed only by the vote or written consent of stockholders entitled to exercise at least two-thirds (2/3) of the voting power of the Corporation. 11 HISTORY OF AMENDMENTS TO NASSCO BY-LAWS
DATE FORUM ARTICLE SECTION DESCRIPTION ---- ----- --------------- ----------- 12/07/59 Meeting Bylaws Adopted 06/04/60 Written Consent Amend Art. IV 11/07/61 Written Consent Amend Art. III, '2 No. of Directors 12/15/62 Written Consent Amend Art. III, '2 No. of Directors 12/06/67 Special Meeting Amend Art. IV, '1; Officers Add Art. IV, '9; Chairman of Executive Re-number" 9, 10, 11 Committee as" 10, 11, 12 01/23/69 Written Consent Amend Art. III, '2 No. of Directors 10/21/69 Written Consent Amend Art. II, '2 Annual Meeting 03/16/71 Special Meeting Amend Art. III, '15 Indemnification 01/26/73 Special Meeting Amend Art. III, '3 Executive ("6th") Committee 02/11/75 Special Meeting Amend Art. III, '2 No. of Directors 02/15/77 Special Meeting Amend Art. III, '2 No. of Directors 02/12/80 Special Meeting Amend Art. IV, '6 Chairman to be CEO Amend Art. IV, '8 President to be COO 03/03/86 Special Meeting Amend Art. IV, '6 Chairman to be CEO Amend Art. IV, '8 unless President elected CEO by Board 12/16/88 Written Consent Add to Art. III, '13 Board attendance by telephone 04/11/89 Written Consent Amend Art. II, '9 Voting by Proxy Amend Art. III, '2 No. of Directors Amend Art. III, '15 Indemnification Amend Art. IV, '6 Chairman to be CEO Amend Art. IV, '8 President to be COO

ARTICLE DATE FORUM SECTION DESCRIPTION ---- ----- ------- ----------- 6/15/01 Written Consent Amended & Restated: Article I Address Change Article II, '1 & '2 1 Mtg. Annually Article III, '2 No. of Directors
b EX-4.1 31 w56437ex4-1.txt INDENTURE DATED AUGUST 27,2001 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 in Series ================================================================================ Table Showing Reflection in Indenture of Certain Provisions of Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990 (This Table is not part of the Indenture.) -------------------- Reflected in Indenture
TIA Section - -------------------------------------------------------------------------------------------------------------- Section 310(a)(1)............................................................................................6.09 (a)(2)............................................................................................6.09 (a)(3)........................................................................................Not Applicable (a)(4)........................................................................................Not Applicable (a)(5)............................................................................................6.09 (b)...............................................................................................6.08 (c)...........................................................................................Not Applicable Section 311(a)...............................................................................................6.13 (b)...............................................................................................6.13; 7.03 Section 312(a)...............................................................................................7.01; 7.02 (b)...............................................................................................7.02 (c)...............................................................................................7.02(c) Section 313(a)...............................................................................................7.03(a) (b)...............................................................................................7.03(b) (c)...............................................................................................7.03(b) (d)...............................................................................................7.03(c) Section 314(a)(1)............................................................................................7.04 (a)(2)............................................................................................7.04 (a)(3)............................................................................................7.04 (a)(4)...........................................................................................10.04 (b)...........................................................................................Not Applicable (c)(1)............................................................................................1.02 (c)(2)............................................................................................1.02 (c)(3)........................................................................................Not Applicable (d)...........................................................................................Not Applicable (e)...............................................................................................1.02 Section 315(a)...............................................................................................6.01(a) (b)...............................................................................................6.02 (c)...............................................................................................6.01(b) (d)...............................................................................................6.01 (e)...............................................................................................5.14
Section 316(a)(1)(A).........................................................................................5.12 (a)(1)(B).........................................................................................5.13 (a)(2)........................................................................................Not Applicable (b)...............................................................................................5.08 (c)...............................................................................................1.04(d) Section 317(a)(1)............................................................................................5.03 (a)(2)............................................................................................5.04 (b)..............................................................................................10.03 Section 318(a)...............................................................................................1.07

ii TABLE OF CONTENTS ARTICLE 1. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION................................................1 Section 1.01 Definitions..........................................................................1 Section 1.02 Compliance Certificates and Opinions.................................................8 Section 1.03 Form of Documents Delivered to Trustee...............................................8 Section 1.04 Acts of Securityholders..............................................................9 Section 1.05 Notices, etc., to Trustee and Company...............................................10 Section 1.06 Notices to Securityholders; Waiver..................................................11 Section 1.07 Conflict with Trust Indenture Act...................................................11 Section 1.08 Effect of Headings and Table of Contents............................................11 Section 1.09 Successors and Assigns..............................................................11 Section 1.10 Separability Clause.................................................................12 Section 1.11 Benefits of Indenture...............................................................12 Section 1.12 Governing Law.......................................................................12 Section 1.13 Counterparts........................................................................12 ARTICLE 2. SECURITY FORMS........................................................................................12 Section 2.01 Forms Generally.....................................................................12 Section 2.02 Forms of Securities.................................................................13 Section 2.03 Form of Trustee's Certificate of Authentication.....................................13 Section 2.04 Securities Issuable in the Form of a Global Security................................13 ARTICLE 3. THE SECURITIES........................................................................................15 Section 3.01 General Title; General Limitations; Issuable in Series; Terms of Particular Series..15 Section 3.02 Denominations.......................................................................17 Section 3.03 Execution, Authentication and Delivery and Dating...................................18 Section 3.04 Temporary Securities................................................................19 Section 3.05 Registration, Transfer and Exchange.................................................20 Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities....................................21 Section 3.07 Payment of Interest; Interest Rights Preserved......................................22 Section 3.08 Persons Deemed Owners...............................................................23 Section 3.09 Cancellation........................................................................23 Section 3.10 Computation of Interest.............................................................23

iii Section 3.11 Delayed Issuance of Securities......................................................23 Section 3.12 CUSIP NUMBERS.......................................................................24 ARTICLE 4. SATISFACTION AND DISCHARGE............................................................................24 Section 4.01 Satisfaction and Discharge of Indenture.............................................24 Section 4.02 Application of Trust Money..........................................................25 Section 4.03 Defeasance Upon Deposit of Funds or Government Obligations..........................26 Section 4.04 Reinstatement.......................................................................28 ARTICLE 5. REMEDIES..............................................................................................28 Section 5.01 Events of Default...................................................................28 Section 5.02 Acceleration of Maturity; Rescission and Annulment..................................30 Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee.....................31 Section 5.04 Trustee May File Proofs of Claim....................................................32 Section 5.05 Trustee May Enforce Claims Without Possession of Securities.........................33 Section 5.06 Application of Money Collected......................................................33 Section 5.07 Limitation on Suits.................................................................33 Section 5.08 Unconditional Right of Securityholders To Receive Principal, Premium and Interest...34 Section 5.09 Restoration of Rights and Remedies..................................................34 Section 5.10 Rights and Remedies Cumulative......................................................34 Section 5.11 Delay or Omission Not Waiver........................................................34 Section 5.12 Control by Securityholders..........................................................35 Section 5.13 Waiver of Past Defaults.............................................................35 Section 5.14 Undertaking for Costs...............................................................35 Section 5.15 Waiver of Stay or Extension Laws....................................................36 ARTICLE 6. THE TRUSTEE...........................................................................................36 Section 6.01 Certain Duties and Responsibilities.................................................36 Section 6.02 Notice of Defaults..................................................................37 Section 6.03 Certain Rights of Trustee...........................................................38 Section 6.04 Not Responsible for Recitals or Issuance of Securities..............................39 Section 6.05 May Hold Securities.................................................................39 Section 6.06 Money Held in Trust.................................................................39 Section 6.07 Compensation and Reimbursement......................................................40

iv Section 6.08 Disqualification; Conflicting Interests.............................................40 Section 6.09 Corporate Trustee Required; Eligibility.............................................41 Section 6.10 Resignation and Removal.............................................................41 Section 6.11 Acceptance of Appointment by Successor..............................................43 Section 6.12 Merger, Conversion, Consolidation or Succession to Business.........................43 Section 6.13 Preferential Collection of Claims Against Company...................................44 Section 6.14 Appointment of Authenticating Agent.................................................44 ARTICLE 7. SECURITYHOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.............................................45 Section 7.01 Company To Furnish Trustee Names and Addresses of Securityholders...................45 Section 7.02 Preservation of Information; Communications to Securityholders......................46 Section 7.03 Reports by Trustee..................................................................47 Section 7.04 Reports by Company..................................................................47 ARTICLE 8. CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER.........................................................48 Section 8.01 Consolidation, Merger, Conveyance or Transfer on Certain Terms......................48 Section 8.02 Successor Person Substituted........................................................49 ARTICLE 9. SUPPLEMENTAL INDENTURES...............................................................................49 Section 9.01 Supplemental Indentures Without Consent of Securityholders..........................49 Section 9.02 Supplemental Indentures with Consent of Securityholders.............................50 Section 9.03 Execution of Supplemental Indentures................................................51 Section 9.04 Effect of Supplemental Indentures...................................................51 Section 9.05 Conformity with Trust Indenture Act.................................................52 Section 9.06 Reference in Securities to Supplemental Indentures..................................52 ARTICLE 10. COVENANTS............................................................................................52 Section 10.01 Payment of Principal, Premium and Interest..........................................52 Section 10.02 Maintenance of Office or Agency.....................................................52 Section 10.03 Money for Security Payments To Be Held in Trust.....................................53 Section 10.04 Statement as to Compliance; Notice of Default.......................................54 Section 10.05 Legal Existence.....................................................................54 Section 10.06 Limitation on Liens.................................................................54 Section 10.07 Limitation on Sale and Leaseback Transactions.......................................56 Section 10.08 Waiver of Certain Covenants.........................................................58

v Section 10.09 Additional Covenants................................................................58 Section 10.10 Calculation of Original Issue Discount..............................................58 ARTICLE 11. REDEMPTION OF SECURITIES.............................................................................58 Section 11.01 Applicability of Article............................................................58 Section 11.02 Election To Redeem; Notice to Trustee...............................................59 Section 11.03 Selection by Trustee of Securities To Be Redeemed...................................59 Section 11.04 Notice of Redemption................................................................60 Section 11.05 Deposit of Redemption Price.........................................................60 Section 11.06 Securities Payable on Redemption Date...............................................60 Section 11.07 Securities Redeemed in Part.........................................................61 Section 11.08 Provisions with Respect to Any Sinking Funds........................................61 ARTICLE 12. GUARANTEES...........................................................................................62 Section 12.01 Guarantees..........................................................................62 Section 12.02 Release of Guarantor................................................................63

vi INDENTURE dated as of August 27, 2001, 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"). RECITALS OF THE COMPANY The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of its debentures, notes, bonds or other evidences of indebtedness, to be issued in one or more fully registered series. All things necessary to make this Indenture a valid agreement of the Company, the Guarantors and the Trustee in accordance with its terms have been done. AGREEMENTS OF THE PARTIES To set forth or to provide for the establishment of the terms and conditions upon which the Securities are to be authenticated, issued and delivered, and in consideration of the premises and the purchase of Securities by the Holders thereof, it is mutually covenanted and agreed as follows, for the equal and proportionate benefit of all Holders of the Securities or of a series thereof, as the case may be: ARTICLE 1. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.01 DEFINITIONS. For all purposes of this Indenture and of any indenture supplemental hereto, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; (2) all other terms used herein which are defined in the Trust Indenture Act or by Commission rule under the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them herein; (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder shall mean such accounting principles and any accounting rules or interpretations promulgated by the Commission as are generally accepted in the United States of America at the date of this Indenture; and (4) all references in this instrument to designated "Articles", "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this instrument as executed. The words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. "Act", when used with respect to any Securityholder, has the meaning specified in Section 1.04. "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 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. "Attributable Debt" means, as to any particular lease under which any Person is at the time liable, at any date as of which the amount thereof is to be determined, the total net amount of rent required to be paid by such Person under such lease during the remaining term thereof (excluding any subsequent renewal or other extension options held by the lessee), discounted from the respective due dates thereof to such date at the rate of 15% per annum, compounded monthly. The net amount of rent required to be paid under any such lease for any such period shall be the aggregate amount of the rent payable by the lessee with respect to such period after excluding amounts required to be paid on account of maintenance and repairs, services, insurance, taxes, assessments, water rates and similar charges and contingent rents (such as those based on sales). In the case of any lease which is terminable by the lessee upon the payment of a penalty in an amount which is less than the total discounted net amount of rent required to be paid from the later of the first date upon which such lease may be so terminated or the date of the determination of such net amount of rent, as the case may be, such net amount shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated. "Authenticating Agent" means any Person authorized by the Company to authenticate Securities under Section 6.14. "Board of Directors" means (i) the board of directors of the Company, (ii) any duly authorized committee of such board, (iii) any committee of officers of the Company or (iv) any officer of the Company acting, in the case of (iii) or (iv), pursuant to authority granted by the board of directors of the Company or any committee of such board. "Board Resolution" means 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, with respect to any series of Securities, unless otherwise specified in a Board Resolution and an Officer's Certificate with respect to a particular series of Securities, each day which is not a Saturday, Sunday or other day on which banking institutions 2 in the pertinent Place or Places of Payment or the city in which the Corporate Trust Office is located are authorized or required by law or executive order to be closed. "Commission" means the Securities and Exchange Commission, as from time to time constituted, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. "Company" means the Person named as the "Company" in the first paragraph of this instrument until a successor shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Company" shall mean such successor. "Company Request" and "Company Order" mean a written request or order, respectively, signed in the name of the Company by its Chairman of the Board, Chief Executive Officer, Chief Financial Officer or a Vice President, and by its Treasurer, an Assistant Treasurer, Controller, an Assistant Controller, Secretary or an Assistant Secretary, and delivered to the Trustee. "Consolidated Assets" means the total assets of the Company and its Subsidiaries calculated on a consolidated basis in accordance with GAAP. "Corporate Trust Office" means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date hereof is located at 101 Barclay Street, Floor 21W, New York, New York 10286. "Defaulted Interest" has the meaning specified in Section 3.07. "Depository" means, unless otherwise specified by the Company pursuant to either Section 2.04 or 3.01, with respect to Securities of any series issuable or issued as a Global Security, The Depository Trust Company, New York, New York, or any successor thereto registered as a clearing agency under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation. "Discharged" has the meaning specified in Section 4.03. "Event of Default" has the meaning specified in Article 5. "Federal Bankruptcy Act" has the meaning specified in Section 5.01(5). "GAAP" means generally accepted accounting principles as such principles are in effect as of the date of this Indenture. "Global Security", when used with respect to any series of Securities issued hereunder, means a Security which is executed by the Company and authenticated and delivered by the Trustee to the Depository or pursuant to the Depository's instruction, all in accordance with this Indenture and an indenture supplemental hereto, if any, or Board Resolution and pursuant to a Company Request, which shall be registered in the name of the Depository or its nominee and which shall represent, and shall be denominated in an amount equal to the 3 aggregate principal amount of, all of the Outstanding Securities of such series or any portion thereof, in either case having the same terms, including, without limitation, the same original issue date, date or dates on which principal is due, and interest rate or method of determining interest. "Guarantee" means each guarantee specified in Section 12.01. "Guarantors" means the entities set forth on Exhibit A attached hereto, as amended from time to time, in accordance with this Indenture. "Holder", when used with respect to any Security, means a Securityholder. "Indenture" or "this Indenture" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series of Securities established as contemplated by Section 3.01. "Interest Payment Date", when used with respect to any series of Securities, means the Stated Maturity of any installment of interest on those Securities. "Lien" means, with respect to any asset, any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest). "Material Subsidiary" means, as of any date of determination, a Subsidiary of the Company whose assets exceed ten percent (10%) of the Company's Consolidated Assets as of the date of such determination. However, the Board of Directors of the Company may declare any Subsidiary of the Company to be a Material Subsidiary. "Maturity", when used with respect to any Securities, means the date on which the principal of any such Security becomes due and payable as therein or herein provided, whether on a Repayment Date, at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. "Officers' Certificate" means a certificate signed by the Chairman of the Board, the Chief Executive Officer, Chief Financial Officer or a Vice President, and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary of the Company or any Guarantor, as applicable, and delivered to the Trustee. Wherever this Indenture requires that an Officers' Certificate be signed also by an engineer or an accountant or other expert, such engineer, accountant or other expert (except as otherwise expressly provided in this Indenture) may be in the employ of the Company or such Guarantor. "Opinion of Counsel" means a written opinion of counsel, who may (except as otherwise expressly provided in this Indenture) be an employee of or of counsel to the Company, which is delivered to the Trustee. Such counsel shall be acceptable to the Trustee, whose acceptance shall not be unreasonably withheld. 4 "Original Issue Discount Security" means (i) any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof, and (ii) any other security which is issued with "original issue discount" within the meaning of Section 1273(a) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder. "Outstanding", when used with respect to Securities or Securities of any series, means, as of the date of determination, all such Securities theretofore authenticated and delivered under this Indenture, except (i) such Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation; (ii) such Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and (iii) such Securities in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, or which shall have been paid, pursuant to the terms of Section 3.06 (except with respect to any such Security as to which proof satisfactory to the Trustee is presented that such Security is held by a Person in whose hands such Security is a legal, valid and binding obligation of the Company). In determining whether the Holders of the requisite principal amount of such Securities Outstanding have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of any Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of the taking of such action upon a declaration of acceleration of the Maturity thereof, and (ii) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding. In determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer assigned to the corporate trust department of the Trustee actually knows to be owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right to act as owner with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor. "Paying Agent" means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Securities on behalf of the Company. The Company initially authorizes the Trustee to act as Paying Agent for the Securities on its behalf. Without prior notice to the Securityholders, the Company may at any time and from time to time 5 authorize one or more Persons (including the Company) to act as Paying Agent in addition to or in place of the Trustee with respect to any series of Securities issued under this Indenture. "Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Place of Payment" means with respect to any series of Securities issued hereunder the city or political subdivision so designated with respect to the series of Securities in question in accordance with the provisions of Section 3.01. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost, destroyed or stolen Security. "Principal Property" means any manufacturing plant or warehouse, together with the land upon which it is erected and fixtures comprising a part thereof, owned by the Company or any Material Subsidiary and located in the United States, the gross book value of which on the date as of which the determination is being made is an amount which exceeds 2% of Consolidated Assets, but not including any property financed through the issuance of any tax exempt governmental obligation, or any such manufacturing plant or warehouse or any portion thereof or any such fixture (together with the land upon which it is erected and fixtures comprising a part thereof) which, in the opinion of the Board of Directors, is not of material importance to the total business conducted by the Company and its Subsidiaries, considered as a single enterprise. "Redemption Date", when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. "Redemption Price", when used with respect to any Security to be redeemed, means the price specified in the Security at which it is to be redeemed pursuant to this Indenture. "Regular Record Date" for the interest payable on any Security on any Interest Payment Date means the date specified in such Security as the Regular Record Date. "Repayment Date", when used with respect to any Security to be repaid, means the date fixed for such repayment pursuant to such Security. "Repayment Price", when used with respect to any Security to be repaid, means the price at which it is to be repaid pursuant to such Security. "Responsible Officer", when used with respect to the Trustee, means any officer of the Trustee with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. 6 "Sale and Leaseback Transaction" shall have the meaning specified in Section 10.07. "Security" or "Securities" means any note or notes, bond or bonds, debenture or debentures, or any other evidences of indebtedness, as the case may be, of any series authenticated and delivered from time to time under this Indenture. "Security Register" shall have the meaning specified in Section 3.05. "Security Registrar" means the Person who keeps the Security Register specified in Section 3.05. The Company initially appoints the Trustee to act as Security Registrar for the Securities on its behalf. The Company may at any time and from time to time authorize any Person to act as Security Registrar in place of the Trustee with respect to any series of Securities issued under this Indenture. "Securityholder" means a Person in whose name a security is registered in the Security Register. "Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07. "Stated Maturity" when used with respect to any Security or any installment of principal thereof or interest thereon means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. "Subsidiary" means, with respect to any Person, any corporation more than 50% of the Voting Stock of which is owned directly or indirectly by such Person, and any partnership, association, joint venture or other entity in which such Person owns more than 50% of the equity interests or has the power to elect a majority of the board of directors or other governing body. "Tranche" has the meaning specified in Section 11.03. "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that, in the event the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" or "TIA" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. "Trustee" means the Person named as the Trustee in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean and include each Person who is then a Trustee hereunder. If at any time there is more than one such Person, "Trustee" as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. 7 "Vice President" when used with respect to the Company or the Trustee means any vice president, whether or not designated by a number or a word or words added before or after the title "vice president", including, without limitation, an assistant vice president. "Voting Stock", as applied to the stock of any corporation, means stock of any class or classes (however designated) having by the terms thereof ordinary voting power to elect a majority of the members of the board of directors (or other governing body) of such corporation other than stock having such power only by reason of the happening of a contingency. SECTION 1.02 COMPLIANCE CERTIFICATES AND OPINIONS. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any (including any covenants compliance with which constitutes a condition precedent), provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any (including any covenants compliance with which constitutes a condition precedent), have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than annual statements of compliance provided pursuant to Section 10.04) shall include: (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. SECTION 1.03 FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters 8 and one or more other such Persons may certify or give an opinion as to the other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. SECTION 1.04 ACTS OF SECURITYHOLDERS. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Securityholders or Securityholders of any series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders in person or by an agent duly appointed in writing or may be embodied in or evidenced by an electronic transmission which identifies the documents containing the proposal on which such consent is requested and certifies such Securityholders' consent thereto and agreement to be bound thereby; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the Company. If any Securities are Original Issue Discount Securities, then for the purposes of determining whether the Holders of the requisite principal amount of Securities have taken any action as herein described, the principal amount of such Original Issue Discount Securities shall be deemed to be the amount of the principal thereof that would be due and payable upon a declaration of acceleration of the Maturity thereof as of the date the taking of such action by the Holders of such requisite principal amount is evidenced to the Trustee as provided in the first sentence of this Section 1.04(a). Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Securityholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or 9 writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Trustee deems sufficient. (c) The ownership of Securities shall be proved by the Security Register. (d) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, by Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. Such record date shall be the later of 10 days prior to the first solicitation of such action or the date of the most recent list of Holders furnished to the Trustee pursuant to Section 7.01. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after the record date, but only the Holders of record at the close of business on the record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Securities outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Securities outstanding shall be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date, and that no such authorization, agreement or consent may be amended, withdrawn or revoked once given by a Holder, unless the Company shall provide for such amendment, withdrawal or revocation in conjunction with such solicitation of authorizations, agreements or consents or unless and to the extent required by applicable law. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Company in reliance thereon whether or not notation of such action is made upon such Security. SECTION 1.05 NOTICES, ETC., TO TRUSTEE AND COMPANY. Any request, demand, authorization, direction, notice, consent, waiver or Act of Securityholders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with: (1) the Trustee by any Securityholder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or 10 with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration; or (2) the Company by the Trustee or by any Securityholder shall be sufficient for every purpose hereunder (except as provided in Section 5.01(4) or, in the case of a request for repayment, as specified in the Security carrying the right to repayment) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at 3190 Fairview Park Drive, Falls Church, Virginia 22042, Attention: Treasurer, or at any other address previously furnished in writing to the Trustee by the Company. SECTION 1.06 NOTICES TO SECURITYHOLDERS; WAIVER. Where this Indenture or any Security provides for notice to Securityholders of any event, such notice shall be sufficiently given (unless otherwise herein or in such Security expressly provided) if in writing and mailed, first-class postage prepaid, to each Securityholder affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Securityholders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Securityholder shall affect the sufficiency of such notice with respect to other Securityholders. Where this Indenture or any Security provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Securityholders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or otherwise, it shall be impractical to mail notice of any event to any Securityholder when such notice is required to be given pursuant to any provision of this Indenture, then any method of notification as shall be satisfactory to the Trustee and the Company shall be deemed to be a sufficient giving of such notice. SECTION 1.07 CONFLICT WITH TRUST INDENTURE ACT. If and to the extent that any provision hereof limits, qualifies or conflicts with the duties imposed by, or with another provision (an "incorporated provision") included in this Indenture by operation of, any of Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or incorporated provision shall control. SECTION 1.08 EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. SECTION 1.09 SUCCESSORS AND ASSIGNS. All covenants and agreements in this Indenture by the Company and the Guarantors shall bind their respective successors and assigns, whether so expressed or not; 11 provided; however, that successors and assigns of any Guarantor shall not be so bound to the extent such Guarantor has been released from its Guarantee pursuant to the terms of this Indenture. SECTION 1.10 SEPARABILITY CLAUSE. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 1.11 BENEFITS OF INDENTURE. Nothing in this Indenture or in any Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any Authenticating Agent or Paying Agent, the Security Registrar and the Holders of Securities (or such of them as may be affected thereby), any benefit or any legal or equitable right, remedy or claim under this Indenture. SECTION 1.12 GOVERNING LAW. This Indenture shall be construed in accordance with and governed by the laws of the State of New York, without regard to conflicts of laws principles thereof. SECTION 1.13 COUNTERPARTS. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. ARTICLE 2. SECURITY FORMS SECTION 2.01 FORMS GENERALLY. The Securities shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may be required to comply with the rules of any securities exchange, or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their 12 execution of such Securities, subject, with respect to the Securities of any series, to the rules of any securities exchange on which such Securities are listed. SECTION 2.02 FORMS OF SECURITIES. Each Security shall be in one of the forms approved from time to time by or pursuant to a Board Resolution, or established in one or more indentures supplemental hereto. Prior to the delivery of a Security to the Trustee for authentication in any form approved by or pursuant to a Board Resolution, the Company shall deliver to the Trustee the Board Resolution by or pursuant to which such form of Security has been approved, which Board Resolution shall have attached thereto a true and correct copy of the form of Security which has been approved thereby or, if a Board Resolution authorizes a specific officer or officers to approve a form of Security, a certificate of such officer or officers approving the form of Security attached thereto. Any form of Security approved by or pursuant to a Board Resolution must be acceptable as to form to the Trustee, such acceptance to be evidenced by the Trustee's authentication of Securities in that form or a certificate signed by a Responsible Officer of the Trustee and delivered to the Company. SECTION 2.03 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The form of the Trustee's Certificate of Authentication for any Security issued pursuant to this Indenture shall be substantially as follows: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of 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 OF A GLOBAL SECURITY. (a) If the Company shall establish pursuant to Sections 2.02 and 3.01 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee or its agent shall, in accordance with Section 3.03 and the Company Order delivered to the Trustee or its agent thereunder, authenticate and deliver, such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Outstanding Securities of such series to be represented by such Global Security or Securities, or such portion thereof as the Company shall specify in a Company Order, (ii) shall be registered in the name of the Depository for such Global Security or Securities or its nominee, (iii) shall be delivered by the Trustee or its agent to the Depository or pursuant to the Depository's instruction and (iv) shall bear a legend substantially to the following effect: "Unless this certificate is presented by an authorized representative of the Depository to Issuer or its agent for registration of 13 transfer, exchange, or payment, and any certificate issued is registered in the name of the nominee of the Depository or in such other name as is requested by an authorized representative of the Depository (and any payment is made to the nominee of the Depository or to such other entity as is requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, the nominee of the Depository, has an interest herein." (b) Notwithstanding any other provision of this Section 2.04 or of Section 3.05, and subject to the provisions of paragraph (c) below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.05, only to a nominee of the Depository for such Global Security, or to the Depository, or a successor Depository for such Global Security selected or approved by the Company, or to a nominee of such successor Depository. (c) (i) If at any time the Depository for a Global Security notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or if at any time the Depository for the Securities for such series shall no longer be eligible or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Company shall appoint a successor Depository with respect to such Global Security. If a successor Depository for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee or its agent, upon receipt of a Company Request for the authentication and delivery of individual Securities of such series in exchange for such Global Security, will authenticate and deliver, individual Securities of such series of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. (ii) The Company may at any time and in its sole discretion determine that the Securities of any series or portion thereof issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of individual Securities of such series in exchange in whole or in part for such Global Security, will authenticate and deliver individual Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities representing such series or portion thereof in exchange for such Global Security or Securities. (iii) If specified by the Company pursuant to Sections 2.02 and 3.02 with respect to Securities issued or issuable in the form of a Global Security, the Depository for such Global Security may surrender such Global Security in exchange in whole or in part for individual Securities of such series of like tenor and terms in definitive form on such terms as are acceptable to the Company and 14 such Depository. Thereupon the Company shall execute, and the Trustee or its agent shall authenticate and deliver, without service charge, (1) to each Person specified by such Depository a new Security or Securities of the same series of like tenor and terms and of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person's beneficial interest as specified by such Depository in the Global Security; and (2) to such Depository a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. (iv) In any exchange provided for in any of the preceding three paragraphs, the Company will execute and the Trustee or its agent will authenticate and deliver individual Securities in definitive registered form in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for individual Securities, such Global Security shall be canceled by the Trustee or its agent. Except as provided in the preceding paragraph, Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depository for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or the Security Registrar. The Trustee or the Security Registrar shall deliver at its Corporate Trust Office such Securities to the Persons in whose names such Securities are so registered. ARTICLE 3. THE SECURITIES SECTION 3.01 GENERAL TITLE; GENERAL LIMITATIONS; ISSUABLE IN SERIES; TERMS OF PARTICULAR SERIES. The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Indenture is not limited. The Securities may be issued in one or more series as from time to time may be authorized by the Board of Directors. There shall be established in or pursuant to a Board Resolution or in a supplemental indenture, subject to Section 3.11, prior to the issuance of Securities of any such series: (1) the title of the Securities of such series (which shall distinguish the Securities of such series from Securities of any other series); (2) the Person to whom any interest on a Security of such series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; 15 (3) the date or dates on which the principal of the Securities of such series is payable; (4) the public offering price of such Securities; (5) the rate or rates at which the Securities of such series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date; (6) the index used to determine any payments to be made on the Securities; (7) the place or places where the principal of and any premium and interest on Securities of such series shall be payable; (8) the period or periods within which, the Redemption Price or Prices or the Repayment Price or Prices, as the case may be, at which, and the terms and conditions upon which, Securities of such series may be redeemed or repaid, as the case may be, in whole or in part, at the option of the Company or the Holder; (9) the obligation, if any, of the Company to purchase Securities of such series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of such series shall be purchased, in whole or in part, pursuant to such obligation; (10) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of such series shall be issuable; (11) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder); (12) provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series or the same aggregate principal amount or of a different authorized series or different authorized denomination or denominations, or both; (13) provisions, if any, with regard to the appointment by the Company of an Authenticating Agent in one or more places other than the location of the office of the Trustee with power to act on behalf of the Trustee and subject to its direction in the authentication and delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions of this Indenture or in or pursuant to such Board Resolution or supplemental indenture; 16 (14) the portion of the principal amount of Securities of the series, if other than the principal amount thereof, which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04; (15) any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions or other changes to the Events of Default set forth herein that shall be applicable to the Securities of such series; (16) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article 10 or Section 1.01 or any definitions relating to such Article that would otherwise be applicable to the Securities of such series; (17) if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 shall be applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in a supplemental indenture as described above that has not already been established herein; (18) if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities; and (19) any other terms of such series; all upon such terms as may be determined in or pursuant to such Board Resolution or supplemental indenture with respect to such series. The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in or pursuant to the Board Resolution or in the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner, reasonably satisfactory to the Trustee, as the Board of Directors may determine. Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing for the method by which such terms or provisions shall be determined. SECTION 3.02 DENOMINATIONS. The Securities of each series shall be issuable in such denominations and currency as shall be provided in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series. In the absence of any such provisions with 17 respect to the Securities of any series, the Securities of that series shall be issuable only in fully registered form in denominations of $1,000 and any integral multiple thereof. SECTION 3.03 EXECUTION, AUTHENTICATION AND DELIVERY AND DATING. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its Chief Financial Officer, one of its Vice Presidents or its Treasurer under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers or secretaries on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication; and the Trustee shall, upon Company Order, authenticate and deliver such Securities as in this Indenture provided and not otherwise. Prior to any such authentication and delivery, and unless otherwise provided for or required under any supplemental indenture, the Trustee shall be entitled to receive, in addition to any Officers' Certificate and Opinion of Counsel required to be furnished to the Trustee pursuant to Section 1.02, and the Board Resolution and any certificate relating to the issuance of the series of Securities required to be furnished pursuant to Section 2.02, an Opinion of Counsel stating that: (1) all instruments furnished to the Trustee conform to the requirements of the Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and deliver such Securities; (2) the form and terms of such Securities have been established in conformity with the provisions of this Indenture; (3) all laws and requirements with respect to the execution and delivery by the Company of such Securities have been complied with, the Company has the corporate power to issue such Securities and such Securities have been duly authorized and delivered by the Company and, assuming due authentication and delivery by the Trustee, constitute legal, valid and binding obligations of the Company enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors' rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Securities, if any, of such series Outstanding; (4) the Indenture is qualified under the Trust Indenture Act; and 18 (5) such other matters as the Trustee may reasonably request;and, if the authentication and delivery relates to a new series of Securities created by an indenture supplemental hereto, also stating that all laws and requirements with respect to the form and execution by the Company of the supplemental indenture with respect to that series of Securities have been complied with, the Company has corporate power to execute and deliver any such supplemental indenture and has taken all necessary corporate action for those purposes and any such supplemental indenture has been executed and delivered by the Company and, assuming due execution and delivery by the Trustee, constitutes the legal, valid and binding obligation of the Company enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors' rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity). The Trustee shall not be required to authenticate such Securities if the issue thereof will adversely affect the Trustee's own rights, duties or immunities under the Securities and this Indenture. Unless otherwise provided in the form of Security for any series, all Securities shall be dated the date of their authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. SECTION 3.04 TEMPORARY SECURITIES. Pending the preparation of definitive Securities of any series, the Company may execute, and, upon receipt of the documents required by Section 3.03, together with a Company Order, the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or 19 agency of the Company in a Place of Payment, without charge to the Holder; and upon surrender for cancellation of any one or more temporary Securities the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of such series of authorized denominations and of like tenor and terms. Until so exchanged the temporary Securities of such series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. SECTION 3.05 REGISTRATION, TRANSFER AND EXCHANGE. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities or of Securities of such series. Any such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee, duly executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchange, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be 20 imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. SECTION 3.06 MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. If (i) any mutilated Security is surrendered to the Trustee, or the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and (ii) there is delivered to the Company and the Trustee such Security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a protected purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Security, a new Security of like tenor, series, Stated Maturity and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of the same series duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 21 SECTION 3.07 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Unless otherwise provided with respect to such Security pursuant to Section 3.01, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. Any interest on any Security which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by virtue of his having been such Holder; and, except as hereinafter provided, such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or Clause (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names any such Securities (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class postage prepaid, to the Holder of each such Security at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). (2) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee. 22 If any installment of interest, the Stated Maturity of which is on or prior to the Redemption Date for any Security called for redemption pursuant to Article 11, is not paid or duly provided for on or prior to the Redemption Date in accordance with the foregoing provisions of this Section, such interest shall be payable as part of the Redemption Price of such Securities. Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. SECTION 3.08 PERSONS DEEMED OWNERS. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name any Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any), and (subject to Section 3.07) interest on, such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. SECTION 3.09 CANCELLATION. All Securities surrendered for payment, conversion, redemption, registration of transfer, exchange or credit against a sinking fund shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and, if not already canceled, shall be promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly canceled by the Trustee. No Security shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture. The Trustee shall dispose of all canceled Securities in accordance with its standard procedures. SECTION 3.10 COMPUTATION OF INTEREST. Unless otherwise provided as contemplated in Section 3.01, interest on the Securities shall be calculated on the basis of a 360-day year of twelve 30-day months. SECTION 3.11 DELAYED ISSUANCE OF SECURITIES. Notwithstanding any contrary provision herein, if all Securities of a series are not to be originally issued at one time, it shall not be necessary for the Company to deliver to the Trustee an Officers' Certificate, Board Resolution, supplemental indenture, Opinion of Counsel or Company Order otherwise required pursuant to Sections 1.02, 2.02, 3.01 and 3.03 at or prior 23 to the time of authentication of each Security of such series if such documents are delivered to the Trustee or its agent at or prior to the authentication upon original issuance of the first Security of such series to be issued; provided that any subsequent request by the Company to the Trustee to authenticate Securities of such series upon original issuance shall constitute a representation and warranty by the Company that as of the date of such request, the statements made in the Officers' Certificate or other certificates delivered pursuant to Sections 1.02 and 2.02 shall be true and correct as if made on such date. A Company Order, Officers' Certificate or Board Resolution or supplemental indenture delivered by the Company to the Trustee in the circumstances set forth in the preceding paragraph may provide that Securities which are the subject thereof will be authenticated and delivered by the Trustee or its agent on original issue from time to time in the aggregate principal amount, if any, established for such series pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Company Order upon the telephonic, electronic or written order of Persons designated in such Company Order, Officers' Certificate, supplemental indenture or Board Resolution (any such telephonic or electronic instructions to be promptly confirmed in writing by such Persons) and that such Persons are authorized to determine, consistent with such Company Order, Officers' Certificate, supplemental indenture or Board Resolution, such terms and conditions of said Securities as are specified in such Company Order, Officers' Certificate, supplemental indenture or Board Resolution. SECTION 3.12 CUSIP NUMBERS. The Company in issuing the Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the "CUSIP" numbers. ARTICLE 4. SATISFACTION AND DISCHARGE SECTION 4.01 SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture shall cease to be of further effect with respect to any series of Securities (except as to any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when: (1) either 24 (A) all Securities of that series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid for as provided in Section 3.06, and (ii) Securities of such series for whose payment money in United States dollars has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee canceled or for cancellation; or (B) all such Securities of that series not theretofore delivered to the Trustee canceled or for cancellation: (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee canceled or for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable), or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such series; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect to that series under Section 6.07 shall survive and the obligations of the Company and the Trustee under Sections 3.05, 3.06, 4.02, 10.02 and 10.03 shall survive. SECTION 4.02 APPLICATION OF TRUST MONEY. Subject to the provisions of the last paragraph of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 or Section 4.03 shall be held in trust and applied by it, in accordance with the provisions of the series of Securities in respect of which it was deposited and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment 25 such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. Anything herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or securities deposited with and held by it as provided in Section 4.03 and this Section 4.02 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent satisfaction and discharge or covenant defeasance, provided that the Trustee shall not be required to liquidate any securities in order to comply with the provisions of this paragraph. SECTION 4.03 DEFEASANCE UPON DEPOSIT OF FUNDS OR GOVERNMENT OBLIGATIONS. Unless pursuant to Section 3.01 provision is made that this Section shall not be applicable to the Securities of any series, at the Company's option, either (a) the Company shall be deemed to have been Discharged (as defined below) from its obligations with respect to any series of Securities after the applicable conditions set forth below have been satisfied or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 10.04, 10.06 and 10.07 and Article 8 (and any other Sections or covenants applicable to such Securities that are determined pursuant to Section 3.01 to be subject to this provision), and clause (4) of Section 5.01 of this Indenture (and any other Events of Default applicable to such Securities that are determined pursuant to Section 3.01 to be subject to this provision) shall be deemed not to be an Event of Default, with respect to any series of Securities at any time after the applicable conditions set forth below have been satisfied: (1) the Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to the benefit of the Holders of the Securities of such series, money or the equivalent in securities of the United States government or government agencies backed by the full faith and credit of the United States government, or a combination thereof, which through the payment of interest thereon and principal thereof in accordance with their terms will provide funds in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof, to pay and discharge each installment of principal (including mandatory sinking fund payments) and any premium of, interest on and any repurchase or redemption obligations with respect to the outstanding Securities of such series on the dates such installments of interest or principal or repurchase or redemption obligations are due (before such a deposit, if the Securities of such series are then redeemable or may be redeemed in the future pursuant to the terms thereof, in either case at the option of the Company, the Company may give to the Trustee, in accordance with Section 11.02, a notice of its election to redeem all of the Securities of such series at a future date in accordance with Article 11); (2) no Event of Default or event (including such deposit) which with notice or lapse of time would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; 26 (3) the Company shall have delivered to the Trustee (A) an Opinion of Counsel to the effect that Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company's exercise of its option under this Section 4.03 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, and, in the case of Securities being Discharged, accompanied by a ruling to that effect from the Internal Revenue Service, unless, as set forth in such Opinion of Counsel, there has been a change in the applicable federal income tax law such that a ruling from the Internal Revenue Service is no longer required and (B) an Opinion of Counsel, subject to such qualifications, exceptions, assumptions and limitations as are reasonably deemed necessary by such counsel and are reasonably satisfactory to counsel for the Trustee, to the effect that the trust resulting from the deposit referred to in paragraph (1) above does not violate the Investment Company Act of 1940, as amended; (4) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit referred to in paragraph (1) above was not made by the Company with the intent of preferring the Holders over other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (5) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. If the Company, at its option, with respect to a series of Securities, satisfies the applicable conditions pursuant to either clause (a) or (b) of the first sentence of this Section, then (x) in the event the Company satisfies the conditions to clause (a) and elects clause (a) to be applicable, each Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, its respective guarantee of the Securities of such series and to have satisfied all the obligations under this Indenture relating to the Securities of such series and (y) in either case, each Guarantor shall cease to be under any obligation to guarantee the Company's performance of its obligation to comply with any term, provision or limitation set forth in Sections 10.04, 10.06, and 10.07 and Article 8 (and any other covenants applicable to such Securities that are determined pursuant to Section 3.01 to be subject to this provision), and clause (4) of Section 5.01 (and any other Events of Default applicable to such series of Securities that are determined pursuant to Section 3.01 to be subject to this provision) shall be deemed not to be an Event of Default with respect to such series of Securities at any time thereafter. "Discharged" means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the Securities of such series and to have satisfied all the obligations under this Indenture relating to the Securities of such series (and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging the same), except (A) the rights of Holders of Securities to receive, from the trust fund described in clause (1) above, payment of the principal and any premium of and any interest on such Securities when such payments are 27 due; (B) the Company's obligations with respect to such Securities under Sections 3.05, 3.06, 4.02, 6.07, 10.02 and 10.03; (C) the Company's right of redemption, if any, with respect to any Securities of such series pursuant to Article 11, in which case the Company may redeem the Securities of such series in accordance with Article 11 by complying with such Article and depositing with the Trustee, in accordance with Section 11.05, an amount of money sufficient, together with all amounts held in trust pursuant to Section 4.02 with respect to Securities of such series, to pay the Redemption Price of all the Securities of such series to be redeemed; and (D) the rights, powers, trusts, duties and immunities of the Trustee hereunder. SECTION 4.04 REINSTATEMENT. If the Trustee or Paying Agent is unable to apply any money or securities in accordance with Section 4.02 of this Indenture, by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's and, if applicable, the Guarantors' obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 4.01 or 4.03 of this Indenture, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money or securities in accordance with Section 4.02 of this Indenture; provided that, if the Company has made any payment of principal of or interest on any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or securities held by the Trustee or Paying Agent. ARTICLE 5. REMEDIES SECTION 5.01 EVENTS OF DEFAULT. "Event of Default", wherever used herein, means with respect to any series of Securities any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless such event is either inapplicable to a particular series or it is specifically deleted or modified in or pursuant to the supplemental indenture or Board Resolution creating such series of Securities or in the form of Security for such series: (1) default in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity; (2) default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; (3) default in the payment of any sinking or purchase fund or analogous obligation when the same becomes due by the terms of the Securities of such series; 28 (4) default in the performance, or breach, of any covenant or warranty of the Company or any Guarantor in this Indenture in respect of the Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in the performance of which or the breach of which is elsewhere in this Section specifically dealt with), all of such covenants and warranties in the Indenture which are not expressly stated to be for the benefit of a particular series of Securities being deemed in respect of the Securities of all series for this purpose, and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company (or, if applicable, to such Guarantor) by the Trustee or to the Company (or, if applicable, to such Guarantor) and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of such series, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder (other than a covenant or warranty a default in the performance of which, or the breach of which, would otherwise constitute an Event of Default); (5) the entry of an order for relief against the Company or any Material Subsidiary thereof under Title 11, United States Code (the "Federal Bankruptcy Act") by a court having jurisdiction in the premises or a decree or order by a court having jurisdiction in the premises adjudging the Company or any Material Subsidiary thereof a bankrupt or insolvent under any other applicable Federal or State law, or the entry of a decree or order approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any Material Subsidiary thereof under the Federal Bankruptcy Act or any other applicable Federal or State law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or any Material Subsidiary thereof or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; (6) the consent by the Company or any Material Subsidiary thereof to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Act or any other applicable federal or state law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or any Material Subsidiary thereof or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company or any Material Subsidiary thereof in furtherance of any such action; (7) any Guarantee by a Material Subsidiary shall for any reason cease to be, or be asserted in writing by any such Material Subsidiary or the Company not to be, in full force and effect, enforceable in accordance with its terms, except to the extent contemplated by this Indenture and any such Guarantee; and 29 (8) any other Event of Default provided in the supplemental indenture or Board Resolution under which such series of Securities is issued or in the form of Security for such series. SECTION 5.02 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an Event of Default described in paragraph (1), (2), (3), (4) or (8) (if the Event of Default under paragraph (4) or (8) is with respect to less than all series of Securities then Outstanding) of Section 5.01 occurs and is continuing with respect to any series, then and in each and every such case, unless the principal of all the Securities of such series shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding hereunder (each such series acting as a separate class), by notice in writing to the Company (and to the Trustee if given by Holders), may declare the principal amount (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Securities of such series and all accrued interest thereon to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in the Securities of such series contained to the contrary notwithstanding. If an Event of Default described in paragraph (4) or (8) (if the Event of Default under paragraph (4) or (8) is with respect to all series of Securities then Outstanding), of Section 5.01 occurs and is continuing, then and in each and every such case, unless the principal of all the Securities shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of all the Securities then Outstanding hereunder (treated as one class), by notice in writing to the Company (and to the Trustee if given by Holders), may declare the principal amount (or, if any Securities are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms thereof) of all the Securities then Outstanding and all accrued interest thereon to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in the Securities contained to the contrary notwithstanding. If an Event of Default of the type set forth in paragraph (5) or (6) of Section 5.01 occurs and is continuing, the principal of and any interest on the Securities then outstanding shall become immediately due and payable. At any time after such a declaration of acceleration has been made with respect to the Securities of any or all series, as the case may be, and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the outstanding Securities of such series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue installments of interest on the Securities of such series; (B) the principal of (and premium, if any, on) any Securities of such series which have become due otherwise than by such declaration of acceleration, and 30 interest thereon at the rate or rates prescribed therefor by the terms of the Securities of such series, to the extent that payment of such interest is lawful; (C) interest upon overdue installments of interest at the rate or rates prescribed therefor by the terms of the Securities of such series to the extent that payment of such interest is lawful; and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 6.07; and (2) all Events of Default with respect to such series of Securities, other than the nonpayment of the principal of the Securities of such series which have become due solely by such acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereon. SECTION 5.03 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE. The Company covenants that if: (1) default is made in the payment of any installment of interest on any Security of any series when such interest becomes due and payable; (2) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof; or (3) default is made in the payment of any sinking or purchase fund or analogous obligation when the same becomes due by the terms of the Securities of any series; and any such default continues for any period of grace provided with respect to the Securities of such series, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holder of any such Security (or the Holders of any such series in the case of Clause (3) above), the whole amount then due and payable on any such Security (or on the Securities of any such series in the case of Clause (3) above) for principal (and premium, if any) and interest, with interest, to the extent that payment of such interest shall be legally enforceable, upon the overdue principal (and premium, if any) and upon overdue installments of interest, at such rate or rates as may be prescribed therefor by the terms of any such Security (or of Securities of any such series in the case of Clause (3) above); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 6.07 except as a result of its negligence or bad faith. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon the 31 Securities of such series and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. If an Event of Default with respect to any series of Securities occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. SECTION 5.04 TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceedings or otherwise: (i) to file and prove a claim for the whole amount of principal (or portion thereof determined pursuant to Section 3.01(14) to be provable in bankruptcy) (and premium, if any) and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 6.07) and of the Securityholders allowed in such judicial proceeding; and (ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Securityholder to make such payment to the Trustee and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07 except as a result of its negligence or bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder, any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any, Securityholder in any such proceeding. 32 SECTION 5.05 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES. All rights of action and claims under this Indenture or the Securities of any series may be prosecuted and enforced by the Trustee without the possession of any of the Securities of such series or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel and any other amounts due the Trustee under Section 6.07, be for the ratable benefit of the Holders of the Securities of the series in respect of which such judgment has been recovered. SECTION 5.06 APPLICATION OF MONEY COLLECTED. Any money collected by the Trustee with respect to a series of Securities pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Securities of such series and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: First: To the payment of all amounts due the Trustee under Section 6.07 except as a result of its negligence or bad faith; Second: To the payment of the amounts then due and unpaid upon the Securities of that series for principal (and premium, if any) and interest, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal (and premium, if any) and interest, respectively; and Third: To the Company or any other person lawfully entitled thereto as directed in writing by the Company. SECTION 5.07 LIMITATION ON SUITS. No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to Securities of such series; (2) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; 33 (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of such series; it being understood and intended that no one or more Holders of Securities of such series shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities of such series, or to obtain or to seek to obtain priority or preference over any other such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and proportionate benefit of all the Holders of all Securities of such series. SECTION 5.08 UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST. Notwithstanding any other provisions in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 3.07) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption or repayment, on the Redemption Date or Repayment Date, as the case may be) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder. SECTION 5.09 RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or any Securityholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, then and in every such case the Company, the Trustee and the Securityholders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Securityholders shall continue as though no such proceeding had been instituted. SECTION 5.10 RIGHTS AND REMEDIES CUMULATIVE. No right or remedy herein conferred upon or reserved to the Trustee or to the Securityholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. SECTION 5.11 DELAY OR OMISSION NOT WAIVER. No delay or omission of the Trustee or of any Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and 34 remedy given by this Article or by law to the Trustee or to the Securityholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Securityholders, as the case may be. SECTION 5.12 CONTROL BY SECURITYHOLDERS. The Holders of a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of such series, provided that: (1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if the Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed would involve it in personal liability or be unjustly prejudicial to the Holders not taking part in such direction; and (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. SECTION 5.13 WAIVER OF PAST DEFAULTS. The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default not theretofore cured: (1) in the payment of the principal of (or premium, if any) or interest on any Security of such series, or in the payment of any sinking or purchase fund or analogous obligation with respect to the Securities of such series; or (2) in respect of a covenant or provision hereof which under Article 9 cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series. Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. SECTION 5.14 UNDERTAKING FOR COSTS. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion 35 assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder, or group of Securityholders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series to which the suit relates, or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of (or premium, if any) or interest on a Security on or after the respective Stated Maturities expressed in such Security (or, in the case of redemption or repayment, on or after the Redemption Date or Repayment Date, as the case may be). SECTION 5.15 WAIVER OF STAY OR EXTENSION LAWS. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. ARTICLE 6. THE TRUSTEE SECTION 6.01 CERTAIN DUTIES AND RESPONSIBILITIES. (a) Except during the continuance of an Event of Default with respect to any series of Securities: (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such of the rights and powers vested in it by this Indenture, and use the same 36 degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and (4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. SECTION 6.02 NOTICE OF DEFAULTS. Within 90 days after the occurrence of any default hereunder with respect to Securities of any series, the Trustee shall transmit by mail to all Securityholders of such series, as their names and addresses appear in the Security Register, notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on any Security of such series or in the payment of any sinking or purchase fund installment or analogous obligation with respect to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Securityholders of such series; and provided, further, that in the case of any default of the character specified in Section 5.01(4) with respect to Securities of such series no such notice to Securityholders of such series shall be given until at least 90 days after the occurrence thereof. For the purpose of this Section, the term "default," with respect to Securities of any series, means any event which is, or 37 after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. SECTION 6.03 CERTAIN RIGHTS OF TRUSTEE. Except as otherwise provided in Section 6.01: (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate; (d) the Trustee may consult with counsel of its selection and the advice of such counsel or an Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Securityholders pursuant to this Indenture, unless such Securityholders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; 38 (h) the Trustee shall not be charged with knowledge of any default (as defined in Section 6.02) or Event of Default with respect to the Securities of any series for which it is acting as Trustee unless either (1) a Responsible Officer of the Trustee shall have actual knowledge of such default or Event of Default or (2) written notice of such default or Event of Default shall have been given to a Responsible Officer of the Trustee by the Company or any other obligor on such Securities or by any Holder of such Securities; (i) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; provided, however, that the Trustee's conduct does not constitute willful misconduct or negligence; (j) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; and (k) the Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by an person authorized to sign an Officers' Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded. SECTION 6.04 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES. The recitals contained herein and in the Securities, except the certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof. SECTION 6.05 MAY HOLD SECURITIES. The Trustee, any Authenticating Agent, any Paying Agent, the Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the Company or any Guarantor with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. SECTION 6.06 MONEY HELD IN TRUST. Subject to the provisions of Section 10.03 hereof, all moneys in United States dollars received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. 39 SECTION 6.07 COMPENSATION AND REIMBURSEMENT. The Company agrees: (1) to pay to the Trustee from time to time such compensation as the Company and the Trustee shall agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith; and (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim or expense, including taxes (other than taxes based on the income of the Trustee), incurred without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim (whether asserted by the Company, a Securityholder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law. The Company's obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the discharge of the Company's obligations pursuant to Article 4 of this Indenture and/or the termination of this Indenture. SECTION 6.08 DISQUALIFICATION; CONFLICTING INTERESTS. The Trustee for the Securities of any series issued hereunder shall be subject to the provisions of Section 310(b) of the Trust Indenture Act during the period of time provided for therein. In determining whether the Trustee has a conflicting interest as defined in Section 310(b) of the Trust Indenture Act with respect to the Securities of any series, there shall be excluded from the operation of this Section 6.08 all other series under this Indenture. Nothing herein shall prevent the Trustee from filing with the Commission the application referred to in the second to last paragraph of Section 310(b) of the Trust Indenture Act. 40 SECTION 6.09 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall at all times be a Trustee hereunder with respect to each series of Securities, which shall be either: (i) a corporation organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal or State authority; or (ii) a corporation or other Person organized and doing business under the laws of a foreign government that is permitted to act as Trustee pursuant to a rule, regulation or order of the Commission, authorized under such laws to exercise corporate trust powers, and subject to supervision or examination by authority of such foreign government or a political subdivision thereof substantially equivalent to supervision or examination applicable to United States institutional trustees; in either case having a combined capital and surplus of at least $50,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Neither the Company nor any Person directly or indirectly controlling, controlled by, or under common control with the Company shall serve as trustee for the Securities of any series issued hereunder. If at any time the Trustee with respect to any series of Securities shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in Section 6.10. SECTION 6.10 RESIGNATION AND REMOVAL. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. (b) The Trustee may resign with respect to any series of Securities at any time by giving written notice thereof to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. (c) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount of the outstanding Securities of that series, delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. 41 (d) If at any time: (1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six months, unless the Trustee's duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act; (2) the Trustee shall cease to be eligible under Section 6.09 with respect to any series of Securities and shall fail to resign after written request therefor by the Company or by any such Securityholder; (3) the Trustee shall become incapable of acting with respect to any series of Securities; or (4) the Trustee shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case, (i) the Company by a Board Resolution may remove the Trustee, with respect to the series, or in the case of Clause (4), with respect to all series, or (ii) subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee with respect to the series, or, in the case of Clause (4), with respect to all series. (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of the Trustee with respect to any series of Securities for any cause, the Company, by Board Resolution, shall promptly appoint a successor Trustee for that series of Securities. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of that series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to such series. 42 (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of that series as their names and addresses appear in the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal Corporate Trust Office. SECTION 6.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company and to the predecessor Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the predecessor Trustee shall become effective with respect to any series as to which it is resigning or being removed as Trustee, and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the predecessor Trustee with respect to any such series; but, on request of the Company or the successor Trustee, such predecessor Trustee shall, upon payment of its reasonable charges, if any, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the predecessor Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such predecessor trustee hereunder with respect to all or any such series, subject nevertheless to its lien, if any, provided for in Section 6.07. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts. In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the predecessor Trustee and each successor Trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Securities of any series as to which the predecessor Trustee is not being succeeded shall continue to be vested in the predecessor Trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. No Trustee hereunder shall be personally liable by reason of any act or omission solely of any other Trustee hereunder. No successor Trustee with respect to any series of Securities shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible with respect to that series under this Article. SECTION 6.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or 43 substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. SECTION 6.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated. SECTION 6.14 APPOINTMENT OF AUTHENTICATING AGENT. At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 44 An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and, if other than the Company, to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee, with the approval of the Company, may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: This is one of 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. SECURITYHOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 7.01 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF SECURITYHOLDERS. The Company will furnish or cause to be furnished to the Trustee: (1) semi-annually, not more than 15 days after December 15 and June 15 in each year in such form as the Trustee may reasonably require, a list of the names and addresses of the Holders of Securities of each series as of such December 15 and June 15, as applicable; and 45 (2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided, however, that if and so long as the Trustee shall be the Security Registrar for Securities of a series, no such list need be furnished with respect to such series of Securities. SECTION 7.02 PRESERVATION OF INFORMATION; COMMUNICATIONS TO SECURITYHOLDERS. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of Securities contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders of Securities received by the Trustee in its capacity as Security Registrar, if so acting. The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished. (b) If three or more Holders of Securities of any series (hereinafter referred to as "applicants") apply in writing to the Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Security of such series for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Securities of such series or with the Holders of all Securities with respect to their rights under this Indenture or under such Securities and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, at its election, either: (i) afford such applicants access to the information preserved at the time by the Trustee in accordance with Section 7.02(a); or (ii) inform such applicants as to the approximate number of Holders of Securities of such series or all Securities, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 7.02(a), and as to the approximate cost of mailing to such Securityholders the form of proxy or other communication, if any, specified in such application. If the Trustee shall elect not to afford such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Holder of a Security of such series or to all Securityholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 7.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the Holders of Securities of such series or all Securityholders, as the case may be, or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for 46 a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such material to all Securityholders of such series or all Securityholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Securities in accordance with Section 7.02(b), regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 7.02(b). SECTION 7.03 REPORTS BY TRUSTEE. (a) Within 60 days after May 15 of each year commencing with the first May 15 after the issuance of Securities, the Trustee shall transmit by mail, at the Company's expense, to all Holders as their names and addresses appear in the Security Register, as provided in Trust Indenture Act Section 313(c), a brief report dated as of May 15 if required by, in accordance with and with respect to, the matters required by Trust Indenture Act Section 313(a). (b) The Trustee shall transmit by mail, at the Company's expense, to all Holders as their names and addresses appear in the Security Register, as provided in Trust Indenture Act Section 313(c), a brief report in accordance with and with respect to the matters required by Trust Indenture Act Section 313(b). (c) A copy of each such report shall, at the time of such transmission to Holders, be furnished to the Company and, in accordance with Trust Indenture Act Section 313(d), be filed by the Trustee with each stock exchange upon which the Securities are listed, and also with the Commission. The Company will promptly notify the Trustee when the Securities are listed on any stock exchange and of any delisting thereof. SECTION 7.04 REPORTS BY COMPANY. The Company shall file with the Trustee, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be filed with the Trustee within 15 days after the same is so required to be filed with the 47 Commission. The Company also shall comply with the other provisions of Trust Indenture Act Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder(as to which the Trustee is entitled to rely exclusively on Officers' Certificates). ARTICLE 8. CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER SECTION 8.01 CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER ON CERTAIN TERMS. The Company shall not consolidate with or merge into any other Person or sell, lease, convey or transfer all or substantially all its properties and assets to any Person, if upon any such consolidation, merger, sale, lease, conveyance or transfer the Company is not the surviving corporation, unless: (1) the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale, lease, conveyance or transfer all or substantially all the properties and assets of the Company shall be organized and existing under the laws of the United States of America or any State thereof or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all the Securities and the performance of every covenant of this Indenture (as supplemented from time to time) on the part of the Company to be performed or observed; (2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger, sale, lease, conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. In the event of any such consolidation, merger, sale, lease, conveyance or transfer the Company shall be discharged from all obligations and covenants under this Indenture and the Securities and the Company may be liquidated and dissolved. 48 SECTION 8.02 SUCCESSOR PERSON SUBSTITUTED. Upon any consolidation or merger, or sale, lease, conveyance or transfer of all or substantially all the properties and assets of the Company in accordance with Section 8.01, and if required hereunder, the successor Person formed by such consolidation or into which the Company is merged or to which such sale, lease, conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein. In the event of any such conveyance or transfer, the Company as the predecessor shall be discharged from all obligations and covenants under this Indenture and the Securities, and the Company may be dissolved, wound up or liquidated at any time thereafter. ARTICLE 9. SUPPLEMENTAL INDENTURES SECTION 9.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS. Without the consent of the Holders of any Securities, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another corporation or Person to the Company or any Guarantor and the assumption by any such successor of the covenants of the Company or any Guarantor herein and in the Securities or the Guarantees relating thereto; (2) to add to the covenants of the Company or the Guarantors, or to surrender any right or power herein conferred upon the Company or the rights or powers of the Guarantors, for the benefit of the Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); (3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that any such supplemental indenture shall not materially and adversely affect the interests of the Securityholders of any series; (4) to add to this Indenture such provisions as may be expressly permitted by the TIA, excluding, however, the provisions referred to in Section 316(a)(2) of the TIA as in effect at the date as of which this instrument was executed or any corresponding provision in any similar federal statute hereafter enacted; 49 (5) to establish any form of Security, as provided in Article 2, to provide for the issuance of any series of Securities as provided in Article 3 and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; (6) to evidence and provide for the acceptance of the appointment by another corporation as a successor Trustee hereunder with respect to one or more series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee pursuant to Section 6.11; (7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); (8) to provide for the issuance of Securities in coupon as well as in fully registered form; (9) to secure the Securities of any series pursuant to Section 10.06 or otherwise; or (10) to evidence the addition of any Subsidiary of the Company as a Guarantor hereunder or the release of any Guarantor hereunder and any of its obligations hereunder in accordance with Article 12. SECTION 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of all series affected by such supplemental indenture or indentures (acting as one class), by Act of said Holders delivered to the Company and the Trustee (in accordance with Section 1.04 hereof), the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: (1) change the Maturity of the principal of, or the Stated Maturity of any premium on, or any installment of interest on, any Security, or reduce the principal amount thereof or the interest or any premium thereon, or change the method of computing the amount of principal thereof or interest thereon on any date or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Maturity or the Stated Maturity, as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be); 50 (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; (3) modify any of the provisions of this Section, Section 5.13 or Section 10.08, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; (4) impair or adversely affect the right of any Holder to institute suit for the enforcement of any payment on, or with respect to, the Securities of any series on or after the Stated Maturity of such Securities (or in the case of redemption, on or after the Redemption Date); or (5) amend or modify Article 12 of this Indenture in any manner adverse to the rights of the Holders of the Outstanding Securities of any series. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of Holders of Securities of any other series. It shall not be necessary for any Act of Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. SECTION 9.03 EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. SECTION 9.04 EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby to the extent provided therein. 51 SECTION 9.05 CONFORMITY WITH TRUST INDENTURE ACT. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of TIA as then in effect. SECTION 9.06 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES. Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities. ARTICLE 10. COVENANTS SECTION 10.01 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. With respect to each series of Securities, the Company will duly and punctually pay the principal of (and premium, if any) and interest on such Securities in accordance with their terms and this Indenture, and will duly comply with all the other terms, agreements and conditions contained in, or made in the Indenture for the benefit of, the Securities of such series. Notwithstanding anything to the contrary in this Indenture, the Company may, to the extent it is required to do so by law, deduct or withhold federal income or other similar taxes imposed by the United States from payments of principal, premium, if any, or interest hereunder. SECTION 10.02 MAINTENANCE OF OFFICE OR AGENCY. The Company will maintain an office or agency in each Place of Payment where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and of any change in the location, of such office or agency. If at any time the Company shall fail to maintain such office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise set forth in, or pursuant to, a Board Resolution or Indenture supplemental hereto with respect to a series of Securities, the Company hereby initially designates as the Place of Payment for each series of Securities, the Borough of Manhattan, the City and State of New York, and initially appoints the Trustee at its Corporate Trust Office as the Company's office or agency for each such purpose in such city. 52 SECTION 10.03 MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST. If the Company shall at any time act as its own Paying Agent for any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on, any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure to act. Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, on or prior to each due date of the principal of (and premium, if any) or interest on, any Securities of such series, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company will cause each Paying Agent other than the Trustee for any series of Securities to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for the payment of principal of (and premium, if any) or interest on Securities of such series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee notice of any default by the Company (or any other obligor upon the Securities of such series) in the making of any such payment of principal (and premium, if any) or interest on the Securities of such series; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series of Securities or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent in respect of each and every series of Securities as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Company in respect of all Securities, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on any Security of any series and remaining unclaimed for two years after such principal (and premium, 53 if any) or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease. SECTION 10.04 STATEMENT AS TO COMPLIANCE; NOTICE OF DEFAULT. The Company and each Guarantor will deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers' Certificate, one of the signatories of which shall be the principal executive, financial or accounting officer of the Company or such Guarantor, as applicable, stating that: (1) a review of the activities of the Company or such Guarantor, as applicable, during such year as would bear on performance under this Indenture and under the terms of the Securities has been made under his supervision; and (2) to the best of his knowledge, based on such review, the Company or such Guarantor, as applicable, has fulfilled all its obligations under this Indenture and has complied with all conditions and covenants on its part contained in this Indenture through such year, or, if there has been a default in the fulfillment of any such obligation, covenant or condition, specifying each such default known to him and the nature and status thereof. For the purpose of this Section 10.04, default and compliance shall be determined without regard to any grace period or requirement of notice provided pursuant to the terms of this Indenture. SECTION 10.05 LEGAL EXISTENCE. Subject to Article 8 the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence. SECTION 10.06 LIMITATION ON LIENS. Neither the Company nor any Material Subsidiary of the Company shall incur, create, issue, assume, guarantee or otherwise become liable for any indebtedness for money borrowed that is secured by a Lien on any asset now owned or hereafter acquired by it unless the Company or such Material Subsidiary makes or causes to be made effective provisions whereby the Securities issued under this Indenture will be secured by such Lien equally and ratably with (or prior to) all other indebtedness thereby secured so long as any such indebtedness shall be secured. The foregoing restriction does not apply to the following: (i) Liens for taxes, assessments or governmental charges or levies on its property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; 54 (ii) Liens imposed by law, such as carriers', warehousemen's, materialmen's, workmen's, repairmen's and mechanics' liens, and other similar Liens (including deposits on pledges to obtain the release of such Liens) arising in the ordinary course of business which secure payment of obligations not more than 60 days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on its books; (iii) Liens arising out of pledges or deposits required or permitted to qualify the Company or any Subsidiary to conduct business, to maintain self-insurance or to obtain the benefit of any law pertaining to worker's compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation; (iv) utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Company or its Subsidiaries; (v) Liens incurred in the ordinary course of business securing the performance of bids, trade contracts, leases, statutory obligations, bonds, letters of credit and other similar obligations, and judgment liens to the extent enforcement thereof is effectively stayed, provided that full provision for the payment of all such obligations shall have been made on the books of the Company or such Subsidiary as may be required by GAAP; (vi) banker's liens and rights of setoff arising by operation of law and contractual rights of setoff; (vii) Liens existing on any property of the Company or any Subsidiary (including shares of stock owned by the Company or indebtedness owed to the Company or any Subsidiary) existing as of the date of this Indenture; (viii) Liens created by Subsidiaries of the Company to secure indebtedness of such Subsidiaries to the Company or to one or more other Subsidiaries of the Company; (ix) Liens affecting property of a Person existing at the time it becomes a Subsidiary of the Company or at the time it merges into or consolidates with the Company or a Subsidiary of the Company or at the time of a sale, lease or other disposition of all or substantially all of the properties of such Person to the Company or its Subsidiaries; (x) Liens on any property existing at the time of the acquisition thereof or incurred to secure payment of all or a part of the purchase price thereof or to secure indebtedness incurred prior to, at the time of, or within 12 months after the acquisition thereof for the purpose of financing all or part of the purchase price thereof; 55 (xi) Liens on any property to secure all or part of the cost of improvements or construction thereon or indebtedness incurred to provide funds for such purpose in a principal amount not exceeding the cost of such improvements or construction; (xii) Liens on shares of stock, indebtedness or other securities of a Person that is not the Company or a Subsidiary of the Company; (xiii) Liens on or with respect to capital leases entered into after the date of this Indenture, provided that such liens extend only to the property or assets that are the subject of such capital leases; (xiv) Liens on property of the Company or a Subsidiary in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Liens; (xv) any security interest created in connection with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable, trade acceptances or other paper or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; (xvi) any extension, substitution, renewal or replacement of any lien referred to in the foregoing clauses (i) through (xiv) inclusive, or of any indebtedness secured thereby; provided, however, that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, substitution, renewal or replacement, or at the time the lien was issued, created or assumed or otherwise permitted, and that such extension, substitution, renewal or replacement lien shall be limited to all or part of substantially the same property which secured the lien extended, renewed or replaced (plus improvements on such property); and (xvii) other Liens arising in connection with indebtedness of the Company and its Subsidiaries in an aggregate principal amount for the Company and its Subsidiaries, together with all Attributable Debt with respect to sale and leaseback transactions involving Principal Properties (with the exception of the transactions that are excluded as described in Section 10.07), not exceeding at the time such lien is issued, created or assumed 10% of the Consolidated Assets of the Company. SECTION 10.07 LIMITATION ON SALE AND LEASEBACK TRANSACTIONS. The Company shall not itself, and shall not permit any Material Subsidiary to, enter into any arrangement after the date of the first issuance by the Company of Securities issued pursuant to this instrument with any bank, insurance company or other lender or investor (other than the Company or another Material Subsidiary) providing for the leasing by the 56 Company or any Material Subsidiary of any Principal Property (except a lease for a period not to exceed three years by the end of which it is intended that the use of such Principal Property by the lessee will be discontinued), which was or is owned or leased by the Company or a Material Subsidiary and which has been or is to be sold or transferred, more than 120 days after the completion of construction and commencement of full operation thereof by the Company or such Material Subsidiary, to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Property (herein referred to as a "Sale and Leaseback Transaction") unless, either: (a) the Attributable Debt of the Company and its Material Subsidiaries in respect of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into after the date of the first issuance by the Company of securities issued pursuant to this instrument (other than any such Sale and Leaseback Transactions that are otherwise permitted or excepted by this Section 10.07), plus the aggregate principal amount of indebtedness secured by Liens on Principal Properties then outstanding (excluding any such indebtedness secured by Liens covered in subparagraphs (i) through (xvii) of Section 10.06) without equally and ratably securing the Securities, would not exceed 10% of Consolidated Assets, or (b) the Company, within 150 days after the sale or transfer, applies or causes a Material Subsidiary to apply an amount equal to the greater of (i) the net proceeds of such sale or transfer or (ii) the Attributable Debt with respect thereto, to the retirement of Securities of any series or other indebtedness of the Company (other than indebtedness subordinated to the Securities) or indebtedness of a Material Subsidiary, for money borrowed, having a stated maturity more than 12 months from the date of such application or which is extendible at the option of the obligor thereon to a date more than 12 months from the date of such application (and, unless otherwise expressly provided with respect to any one or more series of Securities, any redemption of Securities pursuant to this provision shall not be deemed to constitute a refunding operation or anticipated refunding operation for the purposes of any provision limiting the Company's right to redeem Securities of any one or more such series when such redemption involves a refunding operation or anticipated refunding operation); provided that the amount to be so applied shall be reduced by (i) the principal amount of Securities delivered within 150 days after such sale or transfer to the Trustee for retirement and cancellation, and (ii) the principal amount of any such indebtedness of the Company or a Material Subsidiary, other than Securities, voluntarily retired by the Company or a Material Subsidiary within 180 days after such sale or transfer. Notwithstanding the foregoing, no retirement referred to in this subdivision (b) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision. Notwithstanding the foregoing, where the Company or any Material Subsidiary is the lessee in any Sale and Leaseback Transaction, Attributable Debt shall not include any indebtedness resulting from the guarantee by the Company or any other Material Subsidiary of the lessee's obligation thereunder. 57 SECTION 10.08 WAIVER OF CERTAIN COVENANTS. The Company may omit in respect of any series of Securities, in any particular instance, to comply with any covenant or condition set forth in Section 10.04, 10.06 or 10.07 or set forth in a Board Resolution or supplemental indenture with respect to the Securities of such series, unless otherwise specified in such Board Resolution or supplemental indenture, if before or after the time for such compliance the Holders of not less than a majority in principal amount of the Outstanding Securities of all series affected by such waiver (voting as one class) shall, by Act of such Securityholders delivered to the Company and the Trustee (in accordance with Section 1.04 hereof), either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect. Nothing in this Section 10.08 shall permit the waiver of compliance with any covenant or condition set forth in such Board Resolution or supplemental indenture which, if in the form of an indenture supplemental hereto, would not be permitted by Section 9.02 without the consent of the Holder of each Outstanding Security affected thereby. SECTION 10.09 ADDITIONAL COVENANTS. Any additional covenants which the Company or the Guarantors will make pertaining to a series of Securities shall be set forth in a supplement relating to such series of Securities. SECTION 10.10 CALCULATION OF ORIGINAL ISSUE DISCOUNT. The Company shall file with the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended. ARTICLE 11. REDEMPTION OF SECURITIES SECTION 11.01 APPLICABILITY OF ARTICLE. The Company may reserve the right to redeem and pay before Stated Maturity all or any part of the Securities of any series, either by optional redemption, sinking or purchase fund or analogous obligation or otherwise, by provision therefor in the form of Security for such series established and approved pursuant to Section 2.02 and on such terms as are specified in such form or in the indenture supplemental hereto with respect to Securities of such series as provided in Section 3.01. Redemption of Securities of any series shall be made in accordance with the terms of such Securities and, to the extent that this Article does not conflict with such terns, the succeeding Sections of this Article. Notwithstanding anything to the contrary in this 58 Indenture, except in the case of redemption pursuant to a sinking fund, the Trustee shall not make any payment in connection with the redemption of Securities until the close of business on the Redemption Date. SECTION 11.02 ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of the Company to redeem any Securities redeemable at the election of the Company shall be evidenced by, or pursuant to authority granted by, a Board Resolution. In case of any redemption at the election of the Company of the Securities of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series and the Tranche to be redeemed. In the case of any redemption of Securities (i) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (ii) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction or condition. SECTION 11.03 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED. If less than all the Securities of like tenor and terms of any series (a "Tranche") are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such Tranche not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may include provision for the selection for redemption of portions of the principal of Securities of such Tranche of a denomination larger than the minimum authorized denomination for Securities of that series. Unless otherwise provided in the terms of a particular series of Securities, the portions of the principal of Securities so selected for partial redemption shall be equal to the minimum authorized denomination of the Securities of such series, or an integral multiple thereof, and the principal amount which remains outstanding shall not be less than the minimum authorized denomination for Securities of such series. If less than all the Securities of unlike tenor and terms of a series are to be redeemed, the particular Tranche of Securities to be redeemed shall be selected by the Company. The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Security selected for partial redemption, the principal amount thereof to be redeemed. Securities shall be excluded from eligibility for selection for redemption if they are identified by registration and certificate number in a written statement signed by an authorized officer of the Company and delivered to the Trustee at least 60 days prior to the Redemption Date as being owned of record and beneficially by, and not pledged or hypothecated by either, (a) the Company or (b) an entity specifically identified in such written statement as being an Affiliate of the Company. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security 59 redeemed or to be redeemed only in part, to the portion of the principal of such Security which has been or is to be redeemed. SECTION 11.04 NOTICE OF REDEMPTION. Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 (unless otherwise provided in the Board Resolution establishing the relevant series) nor more than 60 days prior to the Redemption Date, to each holder of Securities to be redeemed, at his address appearing in the Security Register. All notices of redemption shall identify the Securities to be redeemed (including CUSIP number(s)) and state: (1) the Redemption Date; (2) the Redemption Price; (3) if less than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Securities to be redeemed; (4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security, and that interest, if any, thereon shall cease to accrue from and after said date; (5) the place where such Securities are to be surrendered for payment of the Redemption Price, which shall be the office or agency of the Company in the Place of Payment; and (6) that the redemption is on account of a sinking or purchase fund, or other analogous obligation, if that be the case. Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company. SECTION 11.05 DEPOSIT OF REDEMPTION PRICE. On or prior to 10:00 a.m., New York City time, any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of all the Securities which are to be redeemed on that date. SECTION 11.06 SECURITIES PAYABLE ON REDEMPTION DATE. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price 60 therein specified and from and after such date (unless the Company shall default in the payment of the Redemption Price) such Securities shall cease to bear interest. Upon surrender of such Securities for redemption in accordance with the notice, such Securities shall be paid by the Company at the Redemption Price. Unless otherwise provided with respect to such Securities pursuant to Section 3.01, installments of interest the Stated Maturity of which is on or prior to the Redemption Date shall be payable to the Holders of such Securities registered as such on the relevant Regular Record Dates according to their terms and the provisions of Section 3.07. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Security, or as otherwise provided in such Security. SECTION 11.07 SECURITIES REDEEMED IN PART. Any Security which is to be redeemed only in part shall be surrendered at the office or agency of the Company in the Place of Payment with respect to that series (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and Stated Maturity and of like tenor and terms, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. SECTION 11.08 PROVISIONS WITH RESPECT TO ANY SINKING FUNDS. Unless the form or terms of any series of Securities shall provide otherwise, in lieu of making all or any part of any mandatory sinking fund payment with respect to such series of Securities in cash, the Company may at its option (1) deliver to the Trustee for cancellation any Securities of such series theretofore acquired by the Company, or (2) receive credit for any Securities of such series (not previously so credited) acquired by the Company (including by way of optional redemption (pursuant to the sinking fund or otherwise but not by way of mandatory sinking fund redemption) or converted by the Holder thereof into Common Stock or other securities and theretofore delivered to the Trustee for cancellation, and if it does so then (i) Securities so delivered or credited shall be credited at the applicable sinking fund Redemption Price with respect to Securities of such series, and (ii) on or before the 60th day next preceding each sinking fund Redemption Date with respect to such series of Securities, the Company will deliver to the Trustee (A) an Officers' Certificate specifying the portions of such sinking fund payment to be satisfied by payment of cash and by delivery or credit of Securities of such series acquired by the Company or converted by the Holder thereof, and (B) such Securities, to the extent not previously surrendered. Such Officers' Certificate shall also state the basis for such credit and that the Securities for which the Company elects to receive credit have not been previously so credited and were not acquired by the Company through operation of the mandatory sinking fund, if any, provided with respect to such Securities and shall also state that no Event of Default with respect to Securities of such series has occurred and is continuing. All Securities so delivered to the Trustee shall be canceled by the Trustee and no Securities shall be authenticated in lieu thereof. 61 If the sinking fund payment or payments (mandatory or optional) with respect to any series of Securities made in cash plus any unused balance of any preceding sinking fund payments with respect to Securities of such series made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request), unless otherwise provided by the terms of such series of Securities, that cash shall be applied by the Trustee on the sinking fund Redemption Date with respect to Securities of such series next following the date of such payment to the redemption of Securities of such series at the applicable sinking fund Redemption Price with respect to Securities of such series, together with accrued interest, if any, to the date fixed for redemption, with the effect provided in Section 11.06. The Trustee shall select, in the manner provided in Section 11.03, for redemption on such sinking fund Redemption Date a sufficient principal amount of Securities of such series to utilize that cash and shall thereupon cause notice of redemption of the Securities of such series for the sinking fund to be given in the manner provided in Section 11.04 (and with the effect provided in Section 11.06) for the redemption of Securities in part at the option of the Company. Any sinking fund moneys not so applied or allocated by the Trustee to the redemption of Securities of such series shall be added to the next cash sinking fund payment with respect to Securities of such series received by the Trustee and, together with such payment, shall be applied in accordance with the provisions of this Section 11.08. Any and all sinking fund moneys with respect to Securities of any series held by the Trustee at the Maturity of Securities of such series, and not held for the payment or redemption of particular Securities of such series, shall be applied by the Trustee, together with other moneys, if necessary, to be deposited sufficient for the purpose, to the payment of the principal of the Securities of such series at Maturity. On or before each sinking fund Redemption Date provided with respect to Securities of any series, the Company shall pay to the Trustee in cash a sum equal to all accrued interest, if any, to the date fixed for redemption on Securities to be redeemed on such sinking fund Redemption Date pursuant to this Section 11.08. ARTICLE 12. GUARANTEES SECTION 12.01 GUARANTEES. (a) Each of the Guarantors, as primary obligor and not merely as surety, fully, irrevocably and unconditionally guarantees (each, a "Guarantee"), to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this Indenture) and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of, premium, if any, and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. 62 (b) Each of the Guarantors further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence of any action to enforce the same, the recovery of any judgment against the Company or any other Guarantor (except to the extent such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a Guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (c) Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (d) Each of the Guarantors further agrees to waive presentment to, demand of payment from and protest to the Company or any other Person, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy of the Company or any other Person and any right to require a proceeding first against the Company or any other Person. The obligations of the Guarantors shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series. (e) The obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make such payment. (f) If any Holder of any Security or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of such Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. (g) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall not exceed the maximum amount that can be guaranteed by the relevant Guarantor without reIndering the relevant Guarantee under this Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. SECTION 12.02 RELEASE OF GUARANTOR In the event (a) of the merger, consolidation or sale or disposition of all or substantially all of the assets of a Guarantor (other than a merger or consolidation with, or sale or disposition of assets to, the Company or another Subsidiary of the Company), or (b) there occurs a transfer, sale or other disposition of the Voting Stock of a Guarantor whereby such Guarantor ceases to constitute a Subsidiary of the Company, then in any such case such Guarantor or the entity acquiring the assets (in the event of the sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and relieved of any obligations under its 63 Guarantee. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect of the foregoing, such Guarantor shall be discharged from all further liability and obligation under this Indenture and the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee. 64 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written. General Dynamics Corporation, a Delaware corporation By: /s/ David H. Fogg _________________________________________ Name: David H. Fogg Title: Vice President and Treasurer American Overseas Marine Corporation, a Delaware corporation By: /s/ David H. Fogg _________________________________________ Name: David H. Fogg Title: Vice President and Treasurer Bath Iron Works Corporation, a Maine corporation By: /s/ David H. Fogg _________________________________________ Name: David H. Fogg Title: Assistant Treasurer Computer Systems & Communications Corporation, a Delaware corporation By: /s/ David H. Fogg _________________________________________ Name: David H. Fogg Title: Treasurer Electric Boat Corporation, a Delaware corporation By: /s/ David H. Fogg _________________________________________ Name: David H. Fogg Title: Assistant Treasurer 65 General Dynamics Advanced Technology Systems, Inc., a Delaware corporation By: /s/ David H. Fogg _________________________________________ Name: David H. Fogg Title: Treasurer General Dynamics Armament Systems, Inc., a Delaware corporation By: /s/ David H. Fogg _________________________________________ Name: David H. Fogg Title: Assistant Treasurer General Dynamics Defense Systems, Inc., a Delaware corporation By: /s/ David H. Fogg _________________________________________ Name: David H. Fogg Title: Treasurer General Dynamics Government Systems Corporation, a Delaware corporation By: /s/ David A. Savner _________________________________________ Name: David A. Savner Title: Vice President General Dynamics Information Systems, Inc., a Delaware corporation By: /s/ David H. Fogg _________________________________________ Name: David H. Fogg Title: Treasurer 66 General Dynamics Land Systems Inc., a Delaware corporation By: /s/ David H. Fogg _________________________________________ Name: David H. Fogg Title: Assistant Treasurer General Dynamics Ordnance and Tactical Systems, Inc., a Virginia corporation By: /s/ David H. Fogg _________________________________________ Name: David H. Fogg Title: Treasurer Gulfstream Aerospace Corporation, a Delaware corporation By: /s/ David H. Fogg _________________________________________ Name: David H. Fogg Title: Treasurer Material Service Resources Company, a Delaware corporation By: /s/ Michael E. Stanczak _________________________________________ Name: Michael E. Stanczak Title: President National Steel and Shipbuilding Company, a Nevada Corporation By: /s/ David H. Fogg _________________________________________ Name: David H. Fogg Title: Treasurer 67 The Bank of New York, a New York banking corporation as Trustee By: /s/ Geovanni Barris _________________________________________ Name: Geovanni Barris Title: Vice President 68 EXHIBIT A GUARANTORS American Overseas Marine Corporation, a Delaware corporation Bath Iron Works Corporation, a Maine corporation Computer Systems & Communications Corporation, a Delaware corporation Electric Boat Corporation, a Delaware corporation General Dynamics Advanced Technology Systems, Inc., a Delaware corporation General Dynamics Armament Systems, Inc., a Delaware corporation General Dynamics Defense Systems, Inc., a Delaware corporation General Dynamics Government Systems Corporation, a Delaware corporation General Dynamics Information Systems, Inc., 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 National Steel and Shipbuilding Company, a Nevada corporation EX-4.2 32 w56437ex4-2.txt FIRST SUPPLEMENTAL INDENTURE Exhibit 4.2 GENERAL DYNAMICS CORPORATION, THE GUARANTORS, AND THE BANK OF NEW YORK, AS TRUSTEE -------------------- First Supplemental Indenture Dated as of August 27, 2001 to Indenture Dated as of August 27, 2001 -------------------- Providing for the issuance of Floating Rate Notes due September 1, 2004 TABLE OF CONTENTS Article I DEFINITIONS.....................................................................................2 SECTION 1.01. Definition of Terms...............................................................2 Article II GENERAL TERMS AND CONDITIONS OF THE NOTES......................................................3 SECTION 2.01. Designation and Principal Amount..................................................3 SECTION 2.02. Maturity..........................................................................3 SECTION 2.03. Form; Denomination................................................................3 SECTION 2.04. Restrictive Legends...............................................................4 SECTION 2.05. Special Transfer Provisions.......................................................7 SECTION 2.06. Interest and Interest Rate........................................................8 SECTION 2.07. Place of Payment.................................................................11 Article III REDEMPTION OF THE NOTES......................................................................12 SECTION 3.01. Optional Redemption by Company...................................................12 SECTION 3.02. No Sinking Fund..................................................................12 Article IV FORM OF NOTE..................................................................................12 SECTION 4.01. Form of Note.....................................................................12 Article V ORIGINAL ISSUE OF NOTES........................................................................24 SECTION 5.01. Original Issue of Notes; Further Issuances.......................................24 Article VI MISCELLANEOUS.................................................................................25 SECTION 6.01. Execution, Authentication and Delivery and Dating................................25 SECTION 6.02. Ratification of Indenture........................................................25 SECTION 6.03. Trustee Not Responsible for Recitals.............................................25 SECTION 6.04. Governing Law....................................................................25 SECTION 6.05. Severability.....................................................................25 SECTION 6.06. Counterparts.....................................................................25

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of August 27, 2001 (the "First Supplemental Indenture"), is entered into by and among General Dynamics Corporation, a Delaware corporation (the "Company"), the Guarantors (as defined in the Indenture) and The Bank of New York, as trustee (the "Trustee"), under the Indenture dated as of August 27, 2001, by and among the Company, the Guarantors and the Trustee (the "Indenture"). WHEREAS, the Company and the Guarantors executed and delivered the Indenture to the Trustee to provide, among other things, for the future issuance of the Company's unsecured Securities to be issued from time to time in one or more series as might be determined by the Company under the Indenture, in an unlimited aggregate principal amount which may be authenticated and delivered as provided in the Indenture; WHEREAS, Article 9 of the Indenture provides for various matters with respect to any series of Securities issued under the Indenture to be established in an indenture supplemental to the Indenture; WHEREAS, Section 9.01(5) of the Indenture permits the Company, when authorized by a Board Resolution, and the Trustee, at any time or from time to time, to enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, for the purpose of establishing any form of Security, as provided in Article 2 of the Indenture or providing for the issuance of any series of Securities as provided in Article 3 of the Indenture; WHEREAS, pursuant to the terms of the Indenture, the Company desires to provide for the establishment of a new series of its Securities to be known as its Floating Rate Notes due September 1, 2004, the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Indenture and this First Supplemental Indenture; WHEREAS, the Company has requested that the Trustee execute and deliver this First Supplemental Indenture and all requirements necessary to make (i) this First Supplemental Indenture a valid instrument in accordance with its terms, and (ii) the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been performed, and the execution and delivery of this First Supplemental Indenture has been duly authorized in all respects. NOW THEREFORE, in consideration of the purchase and acceptance of the Notes by the Holders thereof, and for the purpose of setting forth, as provided in the Indenture, the form and substance of the Notes and the terms, provisions and conditions thereof, the Company and the Guarantors covenant and agree with the Trustee as follows: ARTICLE I DEFINITIONS SECTION 1.01. Definition of Terms. Unless the context otherwise requires: (a) Capitalized terms used herein, but not otherwise defined shall have the meanings ascribed to them in the Indenture. (b) The following terms have the meanings given to them in this Section 1.01(b): "Additional Interest" shall have the meaning set forth in Section 2.06(e). "Calculation Agent" shall have the meaning set forth in Section 2.06(b). "Exchange Notes" means the debt securities of the Company to be offered to Holders in exchange for Initial Notes pursuant to the Registered Exchange Offer or otherwise pursuant to a registration of debt securities containing terms identical in all material respects to the Notes for which they are exchanged. "Global Note" shall have the meaning set forth in Section 2.03(a). "Indenture" means the Indenture dated as of August 27, 2001, by and among the Company, the Guarantors and the Trustee, as supplemented or amended from time to time. "Interest Amount" shall have the meaning set forth in Section 2.06(b)(iv). "Interest Determination Date" shall have the meaning set forth in Section 2.06(b)(i). "Initial Interest Rate" shall have the meaning set forth in Section 2.06(a). "Initial Notes" means the Notes issued under this First Supplemental Indenture which are not Exchange Notes. "Interest Payment Date" shall have the meaning set forth in Section 2.06(a). "Interest Period" shall have the meaning set forth in Section 2.06(b)(i). "Note" or "Notes" means any Security or Securities, as the case may be, authenticated and delivered under this First Supplemental Indenture. For all purposes of this First Supplemental Indenture, the term "Notes" shall include the Initial Notes and any Exchange Notes to be issued and exchanged for any Initial Notes pursuant to the Registration Rights Agreement and this First Supplemental Indenture and, for purposes of this First Supplemental Indenture, all Initial Notes and Exchange Notes shall vote together as one series of Notes under the Indenture. "Optional Redemption" shall have the meaning set forth in Section 3.01. 2 "Optional Redemption Price" shall have the meaning set forth in Section 3.01. "Private Placement Legend" means the legend initially set forth on the Rule 144A Notes in the form set forth in Section 2.04(a) or the legend initially set forth on the Regulation S Notes in the form set forth in Section 2.04(b), as the case may be. "Rate of Interest" has the meaning set forth in Section 2.06(b). "Reference Banks" shall have the meaning set forth in Section 2.06(b)(ii). "Registered Exchange Offer" means the exchange offer by the Company of Exchange Notes for Initial Notes pursuant to the Registration Rights Agreement. "Registration Rights Agreement" means the Registration Rights Agreement, dated as of August 22, 2001, among the Company, the Guarantors and the Initial Purchaser (as defined in the Registration Rights Agreement) and certain permitted assigns specified therein. "Regulation S Notes" means the Initial Notes offered and sold outside the United States in reliance on Regulation S under the Securities Act. "Reserve Interest Rate" shall have the meaning set forth in Section 2.06(b)(iii). "Restricted Legend" means the legends set forth in Sections 2.04(a), (b) and (c) hereof. "Rule 144A Notes" means the Initial Notes offered and sold to "qualified institutional buyers" in the United States in reliance on Rule 144A under the Securities Act. "Securities Act" means the Securities Act of 1933, as amended. ARTICLE II GENERAL TERMS AND CONDITIONS OF THE NOTES SECTION 2.01. Designation and Principal Amount. There is hereby authorized a series of Securities designated the "Floating Rate Notes due 2004" initially offered in an aggregate principal amount equal to $500,000,000 which amount shall be as set forth in any written order of the Company for the authentication and delivery of Notes pursuant to Section 3.03 of the Indenture. SECTION 2.02. Maturity. The Notes will mature on September 1, 2004. SECTION 2.03. Form; Denomination. (a) The Notes shall be issued initially in the form of one or more global Notes in registered form, substantially in the form herein (the "Global Notes") including the applicable Restricted Legend (the "Initial Notes"), deposited with the 3 Trustee, as custodian for the Depository, duly executed by the Trustee and authenticated by the Trustee as herein provided. (b) The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository or its nominee, as hereinafter provided. (c) The Notes shall be issuable in denominations provided for in the form of Note recited below. The Notes shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the officers of the Company executing the same may determine with the approval of the Trustee. SECTION 2.04. Restrictive Legends. (a) Except as otherwise provided in paragraph (d), each Rule 144A Note shall bear the following legend on the face thereof: THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE AGREED TO BE BOUND BY THE PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT AMONG THE COMPANY, THE GUARANTORS NAMED THEREIN AND THE INITIAL PURCHASER (AS DEFINED THEREIN), DATED AUGUST 22, 2001 (THE "REGISTRATION RIGHTS AGREEMENT"). GENERAL DYNAMICS CORPORATION WILL PROVIDE A COPY OF THE REGISTRATION RIGHTS AGREEMENT TO A HOLDER WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT 4 PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE l44A, (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S, THE GUARANTORS' AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. If individual Rule 144A Notes are issued, each individual Rule 144A Note shall bear the following additional legend: IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. (b) Except as otherwise provided in paragraph (d), each Regulation S Note shall bear the following legend on the face thereof: THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE AGREED TO BE BOUND BY THE PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT AMONG THE COMPANY, THE GUARANTORS NAMED THEREIN AND THE INITIAL PURCHASER (AS DEFINED THEREIN), DATED AUGUST 22, 2001 (THE "REGISTRATION RIGHTS AGREEMENT"). GENERAL DYNAMICS CORPORATION WILL PROVIDE A COPY OF THE REGISTRATION RIGHTS AGREEMENT TO A HOLDER WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION AND ACCEPTANCE HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A 5 REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S, THE GUARANTORS' AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER 40 CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH THE SECURITIES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) AND (B) THE DATE OF THE CLOSING OF THE ORIGINAL OFFERING. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. If individual Regulation S Notes are issued, each individual Regulation S Note shall bear the following additional legend: IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. (c) Each Global Note shall also bear the following legend on the face thereof: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL 6 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 DEPOSITARY OR A NOMINEE THEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC 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. (d) (i) If the Company determines (upon the advice of counsel and such other certifications as the Company may reasonably require) that any Note is eligible for resale pursuant to Rule 144(k) under the Securities Act (or a successor provision) and that the Private Placement Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of such Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or (ii) after an Initial Note is (x) sold pursuant to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwise, or (y) exchanged for an Exchange Note, the Company may instruct the Trustee to cancel such Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Private Placement Legends and the Trustee will comply with such instruction. SECTION 2.05. Special Transfer Provisions. Unless and until an Initial Note is exchanged for an Exchange Note in connection with an effective registration pursuant to the Registration Rights Agreement, the following provisions shall apply: (a) The transfer or exchange of any Note (or a beneficial interest therein) that bears the Restricted Legend may only be made in compliance with the provisions of the Restricted Legend. (b) The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Trustee. (c) By its acceptance of any Note bearing the Private Placement Legend, each Holder of such a Note acknowledges the restrictions on transfer of such Note set forth in this First Supplemental Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this First Supplemental Indenture. The Security Registrar shall not register a transfer of any Note unless such transfer complies with the restrictions on transfer of such Note set forth in this First 7 Supplemental Indenture. In connection with any transfer of Notes, each Holder agrees by its acceptance of the Notes to furnish the Security Registrar or the Company such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Security Registrar shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information. The Security Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 3.05 of the Indenture or this Section 2.05. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Security Registrar. Each Holder of a Note agrees to indemnify the Company, the Guarantors and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Note in violation of any provision of this First Supplemental Indenture or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this First Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among members of, or participants in, the Depository or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this First Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. SECTION 2.06. Interest and Interest Rate. (a) Each Note shall bear interest from August 27, 2001 to, but excluding, December 1, 2001 at a rate per annum equal to 3.7325% (the "Initial Interest Rate"). Thereafter, interest will be payable with respect to each Interest Period at a rate per annum equal to the Rate of Interest for such Interest Period. Interest on the Notes shall be payable quarterly in arrears on December 1, March 1, June 1 and September 1 of each year beginning on December 1, 2001 (each, an "Interest Payment Date"); provided, however, that if an Interest Payment Date would otherwise be a day that is not a Business Day, such Interest Payment Date shall be the next succeeding Business Day, and no additional interest shall be paid in respect of such intervening period. The interest payable on each Interest Payment Date shall be the amount of interest accrued from August 27, 2001 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, to but excluding such Interest Payment Date (whether or not such Interest Payment Date is a Business 8 Day) or the date on which the principal amount of the Notes has been paid or duly provided for. The interest payable on any Note which is punctually paid or duly provided for on any Interest Payment Date shall be paid to the Person in whose name such Note is registered at the close of business on November 15, February 15, May 15 or August 15 (in each case, whether or not a Business Day), respectively, immediately preceding such Interest Payment Date (and each such date shall constitute a Regular Record Date under the Indenture). Interest payable on any Note which is not punctually paid or duly provided for on any Interest Payment Date therefor shall be paid in the manner specified in the Indenture. (b) The rate of interest on the Notes shall be determined in accordance with the following provisions (the rate of interest so determined being referred to in this First Supplemental Indenture as the "Rate of Interest"): (i) At approximately 11:00 a.m. (London time) on the second day on which commercial banks are open for business, including dealings in deposits in U.S. dollars in London (or, for purposes of paragraph (iii) below, New York), prior to the commencement of the Interest Period (as defined below) for which such rate will apply (each such day an "Interest Determination Date"), commencing with respect to the Interest Period that starts on December 1, 2001, The Bank of New York or its successor in this capacity, as calculation agent (the "Calculation Agent") will calculate the Rate of Interest for such Interest Period at, subject to the provisions described below, the rate per annum equal to 0.22% above the rate appearing on the Bridge's Telerate Page 3750 (or such other page as may replace that page on the Bridge's Telerate Service or, if such service is not available, such other service as may be selected by the Calculation Agent as the information vendor for the purpose of displaying the official British Bankers Association LIBOR Fixing) for three-month U.S. dollar deposits in the London inter-bank market on such Interest Determination Date. The period beginning on, and including, August 27, 2001, and ending on, but excluding, December 1, 2001 and each successive period beginning on, and including, an Interest Payment Date and ending on, but excluding, the next succeeding Interest Payment Date is herein called an "Interest Period." All percentages resulting from any calculation on the Notes shall be rounded to the nearest one-hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards. All dollar amounts used in or resulting from such calculation on the Notes shall be rounded to the nearest cent, with one-half cent being rounded upward. (ii) If on any Interest Determination Date an appropriate rate cannot be determined from the Bridge's Telerate Service or such other service as specified in (i) above, the Rate of Interest for the next Interest Period shall, subject to the provisions described below, be the rate per annum that the Calculation Agent certifies to be 0.22% per annum above the arithmetic mean of the offered quotations, as communicated to and at the request of the Calculation Agent by not less than two major banks in London, after requesting such 9 quotations from not less than four major banks in London, selected by the Calculation Agent (the "Reference Banks," which term shall include any successors nominated by the Calculation Agent), to leading banks in London by the principal London offices of the Reference Banks for three-month U.S. dollar deposits, in amounts of not less than $1,000,000, in the London inter-bank market as of 11:00 a.m. (London time) on such Interest Determination Date. (iii) If on any Interest Determination Date fewer than two of such offered rates are available, the Rate of Interest for the next Interest Period shall be the Reserve Interest Rate. The "Reserve Interest Rate" refers to the rate per annum which the Calculation Agent determines to be 0.22% per annum above either: (1) The arithmetic mean of the U.S. dollar offered rates which at least two New York City banks selected by the Calculation Agent are or were quoting, on the relevant Interest Determination Date, for three-month deposits in amounts of not less than $1,000,000 to the Reference Banks or those of them (being at least two in number) to which such quotations are or were, in the opinion of the Calculation Agent, being so made; or (2) In the event that the Calculation Agent can determine no such arithmetic mean, the arithmetic mean of the U.S. dollar offered rates which at least two New York City banks selected by the Calculation Agent are or were quoting on such Interest Determination Date to leading European banks for a period of three months in amounts of not less than $1,000,000; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as mentioned above, the Rate of Interest shall be the Rate of Interest in effect for the last preceding Interest Period to which (i) or (ii) above shall have applied or, if applicable, the Initial Interest Rate. (iv) The Calculation Agent shall, as soon as practicable after 11:00 a.m. (London time) on each Interest Determination Date, determine the Rate of Interest and calculate the amount of interest payable in respect of the following Interest Period (the "Interest Amount"). The Interest Amount shall be calculated by applying the Rate of Interest to the principal amount of each Note outstanding at the commencement of the Interest Period, multiplying each such amount by the actual number of days in the Interest Period concerned (which actual number of days shall include the first day but exclude the last day of such Interest Period) divided by 360 and rounding the resultant figure upwards to the nearest cent. The determination of the Rate of Interest and the Interest Amount by the Calculation Agent shall (in the absence of willful misconduct, bad faith or gross negligence) be final and binding on all parties. Notwithstanding anything herein to the contrary, the rate of interest on the Notes shall in no event be higher 10 than the maximum rate permitted by New York law, as the same may be modified by United States law of general application. (c) The Company shall provide that, so long as any of the Notes remain outstanding, there shall at all times be a Calculation Agent for the purpose of the Notes. In the event of the Calculation Agent being unable or unwilling to continue to act as the Calculation Agent or in the case of the Calculation Agent failing duly to establish the Rate of Interest for any Interest Period, the Company shall appoint another leading bank engaged in the London inter-bank market to act as such in its place. The Calculation Agent may not resign its duties without a successor having been appointed as aforesaid. If a successor has not been appointed 30 days after the Calculation Agent has given to the Company written notice of its desire to resign, the Calculation Agent may at the sole cost of the Company petition a court of competent jurisdiction to appoint a successor. (d) All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions relating to the payment and calculation of interest on the Notes, whether by the Reference Banks (or any of them) or the Calculation Agent, shall (in the absence of willful misconduct, bad faith or gross negligence) be binding on the Company, the Calculation Agent and all of the Holders and no liability shall (in the absence of willful misconduct, bad faith or gross negligence) attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions. (e) In the event that a Registration Default (as defined in the Registration Rights Agreement) occurs, the Company shall pay additional interest (in addition to the interest otherwise due herein) ("Additional Interest") to the Holder for the first 90-day period immediately following the occurrence of a Registration Default at a per annum rate equal to 0.125%, and such per annum rate will increase by an additional 0.125% with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum additional interest rate of 0.25%. The Company shall pay such Additional Interest on each Interest Payment Date, and payment of Additional Interest shall be subject to the terms and conditions of the Registration Rights Agreement. There shall also be payable in respect of the Note all Additional Interest that may have accrued on such Note for which the Note was exchanged (as defined in such Note) pursuant to the Registered Exchange Offer, such Additional Interest to be calculated in accordance with the terms of such Note and payable at the same time and in the same manner as periodic interest on such Note. SECTION 2.07. Place of Payment. Payments of any amounts owing in respect of the Global Notes will be made through one or more Paying Agents appointed under the Indenture to the Depository as the holder of the Global Notes. Initially, the Paying Agent for the Global Notes will be the Trustee. The Company may change the Paying Agent or Security Registrar for the Notes without prior notice to the Holders of the Notes, and the Company may act as Paying Agent or Security Registrar for the Notes. Payments of principal or any premium 11 owing in respect of individual Notes will be made at the Maturity of each Note in immediately available funds upon presentation of the Note at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or at any other place as the Company may designate (the "Place of Payment"). Payment of interest due on the individual Notes at Maturity will be made to the Person to whom payment of the principal of the individual Note will be made. Payment of interest due on the individual Notes other than at Maturity will be made at the Place of Payment or, at the Company's option, may be made by check mailed to the address of the Person entitled to receive payment as the address appears in the Security Register for the Notes, except that a Holder of $1,000,000 or more in aggregate principal amount of Notes in individual Note registered form may, at the Company's option, be entitled to receive interest payments on any Interest Payment Date other than at Maturity by wire transfer of immediately available funds if appropriate wire transfer instructions have been received in writing by the Trustee at least 15 days prior to the Interest Payment Date. Any wire transfer instructions received by the Trustee will remain in effect until revoked by the Holder. ARTICLE III REDEMPTION OF THE NOTES SECTION 3.01. Optional Redemption by Company. Subject to the provisions of Article 11 of the Indenture, the Company shall have the right but not the obligation to redeem the Notes, without premium or penalty, in whole or in part (an "Optional Redemption"), beginning after September 1, 2002, at a redemption price equal to the accrued and unpaid interest on the Notes so redeemed to the date fixed for such Optional Redemption, plus 100% of the principal amount thereof (the "Optional Redemption Price"). Any redemption pursuant to this Section 3.01 will be made upon not less than 30 nor more than 60 days' prior notice before the Redemption Date to each Holder of the Notes, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to this Section 3.01, the Notes will be redeemed pro rata or by lot or by any other fair method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as Global Notes, the Depository shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the Redemption Date or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. SECTION 3.02. No Sinking Fund. The Notes are not entitled to the benefit of any sinking fund. ARTICLE IV FORM OF NOTE SECTION 4.01. Form of Note. The Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: 12 (FORM OF FACE OF NOTE) THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE AGREED TO BE BOUND BY THE PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT AMONG THE COMPANY, THE GUARANTORS NAMED THEREIN AND THE INITIAL PURCHASER (AS DEFINED THEREIN), DATED AUGUST 22, 2001 (THE "REGISTRATION RIGHTS AGREEMENT"). GENERAL DYNAMICS CORPORATION WILL PROVIDE A COPY OF THE REGISTRATION RIGHTS AGREEMENT TO A HOLDER WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. In the case of a Rule 144A Note, the following legend shall be inserted: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE l44A, (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S, THE GUARANTORS' AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. 13 In the case of a Regulation S Note, the following legend shall be inserted: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION AND ACCEPTANCE HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S, THE GUARANTORS' AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER 40 CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH THE SECURITIES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) AND (B) THE DATE OF THE CLOSING OF THE ORIGINAL OFFERING. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. If individual Notes are issued, each individual Note shall bear the following additional legend: IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 14 If the Note is to be a Global Note, the following legend shall be inserted: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON 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 DEPOSITARY OR A NOMINEE THEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC 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. No. _____________________________________ CUSIP No. _________________________ GENERAL DYNAMICS CORPORATION FLOATING RATE NOTE DUE SEPTEMBER 1, 2004 GENERAL DYNAMICS CORPORATION, a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of ___________ Dollars ($ ___________) on September 1, 2004 (the "Stated Maturity Date"), and to pay interest on said principal sum from August 27, 2001 to, but excluding, December 1, 2001 at a rate per annum equal to 3.7325% (the "Initial Interest Rate") and thereafter with respect to each Interest Period at a rate per annum equal to the Rate of Interest for such Interest Period. Interest on the Notes shall be payable quarterly in arrears on December 1, March 1, June 1 and September 1, commencing on December 1, 2001 (each, an "Interest Payment Date"); provided, however, that if an Interest Payment Date would otherwise be a day that is not a Business Day, such Interest Payment Date shall be the next succeeding Business Day but no additional interest shall be paid in respect of such intervening period). The interest payable on each Interest Payment Date shall be the amount of interest accrued from August 27, 2001 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, to but excluding such Interest Payment 15 Date (whether or not such Interest Payment Date is a Business Day) or the date on which the principal amount of the Notes has been paid or duly provided for. The interest payable on any Note which is punctually paid or duly provided for on any Interest Payment Date shall be paid to the Person in whose name such Note is registered at the close of business on November 15, February 15, May 15 or August 15 (in each case, whether or not a Business Day), respectively, immediately preceding such Interest Payment Date. Interest payable on any Note which is not punctually paid or duly provided for on any Interest Payment Date therefor shall be paid in the manner specified in the Indenture. The rate of interest shall be determined in accordance with the following provisions (the rate of interest so determined being referred to in this Note as the "Rate of Interest"): (a) At approximately 11:00 a.m. (London time) on the second day on which commercial banks are open for business, including dealings in deposits in U.S. dollars in London (or, for purposes of paragraph (c) below, New York), prior to the commencement of the Interest Period (as defined below) for which such rate will apply (each such day an "Interest Determination Date"), commencing with respect to the Interest Period that starts on December 1, 2001, The Bank of New York, as the calculation agent, or its successors in this capacity (the "Calculation Agent") will calculate the Rate of Interest for such Interest Period at, subject to the provisions described below, the rate per annum equal to 0.22% above the rate appearing on the Bridge's Telerate Page 3750 (or such other page as may replace that page on the Bridge's Telerate Service or, if such service is not available, such other service as may be selected by the Calculation Agent as the information vendor for the purpose of displaying the official British Bankers Association LIBOR Fixing) for three-month U.S. dollar deposits in the London inter-bank market on such Interest Determination Date. The period beginning on, and including, August 27, 2001, and ending on, but excluding, December 1, 2001 and each successive period beginning on, and including, an Interest Payment Date and ending on, but excluding, the next succeeding Interest Payment Date is herein called an "Interest Period." All percentages resulting from any calculation on the Notes shall be rounded to the nearest one-hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards. All dollar amounts used in or resulting from such calculation on the Notes shall be rounded to the nearest cent, with one-half cent being rounded upward. (b) If on any Interest Determination Date an appropriate rate cannot be determined from the Bridge's Telerate Service or such other service as specified in (a) above, the Rate of Interest for the next Interest Period shall, subject to the provisions described below, be the rate per annum that the Calculation Agent certifies to be 0.22% per annum above the arithmetic mean of the offered quotations, as communicated to and at the request of the Calculation Agent by not less than two major banks in London, after requesting such quotations from not less than four major banks in London, selected by the Calculation Agent (the "Reference Banks," which term shall include any successors nominated by the Calculation Agent), to leading banks in London by the principal London offices of the Reference Banks for three-month U.S. dollar deposits, in amounts 16 of not less than $1,000,000, in the London inter-bank market as of 11:00 a.m. (London time) on such Interest Determination Date. (c) If on any Interest Determination Date fewer than two of such offered rates are available, the Rate of Interest for the next Interest Period shall be the Reserve Interest Rate. The "Reserve Interest Rate" refers to the rate per annum which the Calculation Agent determines to be 0.22% per annum above either: (i) The arithmetic mean of the U.S. dollar offered rates which at least two New York City banks selected by the Calculation Agent are or were quoting, on the relevant Interest Determination Date, for three-month deposits in amounts of not less than $1,000,000 to the Reference Banks or those of them (being at least two in number) to which such quotations are or were, in the opinion of the Calculation Agent, being so made; or (ii) In the event that the Calculation Agent can determine no such arithmetic mean, the arithmetic mean of the U.S. dollar offered rates which at least two New York City banks selected by the Calculation Agent are or were quoting on such Interest Determination Date to leading European banks for a period of three months in amounts of not less than $1,000,000; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as mentioned above, the Rate of Interest shall be the Rate of Interest in effect for the last preceding Interest Period to which (a) or (b) above shall have applied or, if applicable, the Initial Interest Rate. The Calculation Agent shall, as soon as practicable after 11:00 a.m. (London time) on each Interest Determination Date, determine the Rate of Interest and calculate the amount of interest payable in respect of the following Interest Period (the "Interest Amount"). The Interest Amount shall be calculated by applying the Rate of Interest to the principal amount of each Note outstanding at the commencement of the Interest Period, multiplying each such amount by the actual number of days in the Interest Period concerned (which actual number of days shall include the first day but exclude the last day of such Interest Period) divided by 360 and rounding the resultant figure upwards to the nearest cent. The determination of the Rate of Interest and the Interest Amount by the Calculation Agent shall (in the absence of willful misconduct, bad faith or gross negligence) be final and binding on all parties. Notwithstanding anything herein to the contrary, the rate of interest on the Notes shall in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States law of general application. The Company shall provide that, so long as any of the Notes remain outstanding, there shall at all times be a Calculation Agent for the purpose of the Notes. In the event of the Calculation Agent being unable or unwilling to continue to act as the Calculation Agent or in the case of the Calculation Agent failing duly to establish the Rate of Interest for any Interest Period, the Company shall appoint another leading bank engaged in the London inter-bank market to act as such in its place. The Calculation Agent may not resign its duties without a successor having been appointed as aforesaid. 17 All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions relating to the payment and calculation of interest on the Notes, whether by the Reference Banks (or any of them) or the Calculation Agent, shall (in the absence of willful misconduct, bad faith or gross negligence) be binding on the Company, the Calculation Agent and all of the Holders and no liability shall (in the absence of willful misconduct, bad faith or gross negligence) attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. IN WITNESS WHEREOF, the Company has caused this instrument to be executed on this [____]the day of [______________], 2001. GENERAL DYNAMICS CORPORATION By: ___________________________________ Name: Title: Attest: By: ________________________________ Name: Title: (FORM OF CERTIFICATE OF AUTHENTICATION) CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. Dated: ______________________________ The Bank of New York, as Trustee By: ______________________________ Authorized Signatory 18 (FORM OF REVERSE OF NOTE) This Note is one of a duly authorized series of Notes of the Company (herein sometimes referred to as the "Notes"), specified in the Indenture, all issued or to be issued in one or more series under and pursuant to an Indenture dated as of August 27, 2001, duly executed and delivered by and among the Company, the Guarantors and The Bank of New York as Trustee (the "Trustee"), as supplemented by the First Supplemental Indenture dated as of August 27, 2001, by and among the Company, the Guarantors and the Trustee (the Indenture, as so supplemented, the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company, the Guarantors and the Holders of the Notes. By the terms of the Indenture, the Notes are issuable in series that may vary as to amount, date of maturity, rate of interest and in other respects as provided in the Indenture. This series of Notes is initially offered in aggregate principal amount as specified in said First Supplemental Indenture. The Company shall have the right but not the obligation to redeem this Note at the option of the Company, without premium or penalty, in whole or in part (an "Optional Redemption"), beginning after September 1, 2002, at a redemption price equal to the accrued and unpaid interest on the Notes so redeemed to, but excluding, the date fixed for redemption, plus 100% of the principal amount thereof (the "Optional Redemption Price"). Any redemption pursuant to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before the Redemption Date to the Holders, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to an Optional Redemption, the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as Global Notes, the Depository shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the Redemption Date or such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. In the event of redemption of this Note in part only, a new Note or Notes of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. In the event that a Registration Default (as defined in the Registration Rights Agreement) occurs, then the Company shall pay additional interest (in addition to the interest otherwise due hereon) ("Additional Interest") to the Holder for the first 90-day period immediately following the occurrence of a Registration Default at a per annum rate equal to 0.125%, and such per annum rate will increase by an additional 0.125% with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum additional interest rate of 0.25%. The Company shall pay such Additional Interest on each 19 Interest Payment Date, and payment of Additional Interest shall be subject to the terms and conditions of the Registration Rights Agreement.(1) There shall also be payable in respect of this Note all Additional Interest that may have accrued on the Note for which this Note was exchanged (as defined in such Note) pursuant to the Registered Exchange Offer, such Additional Interest to be calculated in accordance with the terms of such Note and payable at the same time and in the same manner as periodic interest on this Note.(2) In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Notes may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Notes of any series, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the Holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of each Note then outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Notes of any series at the time outstanding affected thereby, on behalf of all of the Holders of the Notes of such series, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Notes of such series. Any such consent or waiver by the registered Holder (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Note and of any Note issued in exchange therefore or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the time and place and at the rate and in the money herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable by the registered Holder hereof on the Security Register of the - ------------------------ (1) To be included in Initial Notes not Exchange Notes. (2) To be included in Exchange Notes. 20 Company, upon surrender of this Note for registration of transfer at the office or agency of the Trustee in the City and State of New York accompanied by a written instrument or instruments of transfer in form satisfactory to the Company or the Trustee duly executed by the registered Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any paying agent and the Security Registrar may deem and treat the registered Holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Security Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of, premium, if any, or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or any Guarantor or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. The Notes of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. This Global Note is exchangeable for Notes in definitive form only under certain limited circumstances set forth in the Indenture. As provided in the Indenture and subject to certain limitations herein and therein set forth, Notes of this series so issued are exchangeable for a like aggregate principal amount of Notes of this series of a different authorized denomination, as requested by the Holder surrendering the same. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THE NOTES WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. ___________________. Please print or typewrite name and address including zip code of assignee ______ ___________ _____ the within Note and all rights thereunder, hereby irrevocably constituting and appointing 21 ____________________ attorney to transfer said Note on the books of the Company with full power of substitution in the premises. By: __________________________________ Date: __________________________________ [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL NOTES OTHER THAN EXCHANGE NOTES] In connection with any transfer of this Note occurring prior to the date which is the earlier of (i) the date of an effective registration or (ii) two years (or such lesser period as may be provided in any amendment to Rule 144(k) under the Securities Act of 1933, as amended, (the "Securities Act")) after the later of the original issuance of this Note or the last date on which this Note was held by the Company or an Affiliate of the Company, the undersigned confirms that without utilizing any general solicitation or general advertising that this Note is being transferred in accordance with its terms: Check One: (1) [ ] to the Company; or (2) [ ] pursuant to an effective registration statement under the Securities Act; or (3) [ ] in the United States to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or (4) [ ] outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act; or (5) [ ] pursuant to the exemption from registration provided by Rule 144 under the Securities Act. 22 Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered holder thereof, provided, however, that if box (4) or (5) is checked, the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. _______________________________________ Signature Signature Guarantee: ________________________________ ________________________________ Signature Signature must be guaranteed Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Act of 1934, as amended. TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: _________________________________ 23 [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made:
Amount of Decrease in Amount of Increase in Principal Amount of this Principal Amount of this Principal Amount of this Global Note Following Signature of Authorized Date of Exchange Global Note Global Note such Decrease or Increase Signatory of Trustee ________________________ _________________________ __________________________ _________________________ ________________________ ________________________ _________________________ __________________________ _________________________ ________________________
ARTICLE V ORIGINAL ISSUE OF NOTES SECTION 5.01. Original Issue of Notes; Further Issuances. (a) Notes in the initial aggregate principal amount of $500,000,000 may, upon execution of this First Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by the Chairman of the Board, the Chief Executive Officer, Chief Financial Officer or any Vice President, and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary of the Company without any further action by the Company. (b) The Company may from time to time, without notice to or the consent of the Holders of the Notes, create and issue further notes ranking equally and ratably with the Notes in all respects (or in all respects except for the payment of interest accruing prior to the issue date of such further notes or except for the first payment of interest following the issue date of such further notes), so that such further notes shall be consolidated and form a single series with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes. Any such Notes referred to in this Section 5.01(b) will be issued under a further supplemental indenture. 24 ARTICLE VI MISCELLANEOUS SECTION 6.01. Execution, Authentication and Delivery and Dating. For the purpose of issuing the Notes under this First Supplemental Indenture, the Indenture need not be qualified under the Trust Indenture Act and no opinion of counsel as to qualification shall be required as prescribed in Section 3.03(4) of the Indenture. SECTION 6.02. Ratification of Indenture. The Indenture, as supplemented by this First Supplemental Indenture, including without limitation as set forth in Section 6.01, is in all respects ratified and confirmed, and this First Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. SECTION 6.03. Trustee Not Responsible for Recitals. The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture. SECTION 6.04. Governing Law. This First Supplemental Indenture and each Note shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws. SECTION 6.05. Severability. In case any one or more of the provisions contained in this First Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this First Supplemental Indenture or of the Notes, but this First Supplemental Indenture and the Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein. SECTION 6.06. Counterparts. This First Supplemental Indenture may be executed in any number of counterparts each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. 25 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first above written. General Dynamics Corporation, a Delaware corporation By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Vice President and Treasurer American Overseas Marine Corporation, a Delaware corporation By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Vice President and Treasurer Bath Iron Works Corporation, a Maine corporation By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Assistant Treasurer Computer Systems & Communications Corporation, a Delaware corporation By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Treasurer Electric Boat Corporation, a Delaware corporation By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Assistant Treasurer 26 General Dynamics Advanced Technology Systems, Inc., a Delaware corporation By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Treasurer General Dynamics Armament Systems, Inc., a Delaware corporation By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Assistant Treasurer General Dynamics Defense Systems, Inc., a Delaware corporation By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Treasurer General Dynamics Government Systems Corporation, a Delaware corporation By: /s/ David A. Savner _____________________________________________ Name: David A. Savner Title: Vice President General Dynamics Information Systems, Inc., a Delaware corporation By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Treasurer General Dynamics Land Systems Inc., a Delaware corporation By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Assistant Treasurer 27 General Dynamics Ordnance and Tactical Systems, Inc., a Virginia corporation By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Treasurer Gulfstream Aerospace Corporation, a Delaware corporation By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Treasurer Material Service Resources Company, a Delaware corporation By: /s/ Michael E. Stanczak _____________________________________________ Name: Michael E. Stanczak Title: President National Steel and Shipbuilding Company, a Nevada corporation By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Treasurer The Bank of New York, a New York banking corporation as Trustee By: /s/ Geovanni Barris _____________________________________________ Name: Geovanni Barris Title: Vice President 28 EX-4.3 33 w56437ex4-3.txt REGISTRATION RIGHTS AGREEMENT Exhibit 4.3 $500,000,000 GENERAL DYNAMICS CORPORATION FLOATING RATE NOTES DUE 2004 REGISTRATION RIGHTS AGREEMENT August 22, 2001 Bear, Stearns & Co. Inc. 245 Park Avenue New York, New York 10167 Ladies and Gentlemen: General Dynamics Corporation, a Delaware corporation (the "ISSUER"), proposes to issue and sell to Bear, Stearns & Co. Inc. (the "INITIAL PURCHASER"), upon the terms set forth in a purchase agreement of even date herewith (the "PURCHASE AGREEMENT"), $500,000,000 aggregate principal amount of its Floating Rate Notes due 2004 (the "INITIAL SECURITIES") to be unconditionally guaranteed in accordance with the terms of the Indenture (as defined herein) by each of the guarantors listed on Exhibit A to the Indenture (the "GUARANTORS" and, collectively with the Issuer, the "COMPANY"). The Initial Securities will be issued pursuant to an Indenture, to be dated as of August 27, 2001 (the "BASE INDENTURE"), among the Issuer, the Guarantors and The Bank of New York, as trustee (the "TRUSTEE"), as supplemented by the First Supplemental Indenture, to be dated as of August 27, 2001, among the Issuer, the Guarantors and the Trustee (the "SUPPLEMENTAL INDENTURE" and, together with the Base Indenture, the "INDENTURE"). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company agrees with the Initial Purchaser, for the benefit of the Initial Purchaser and the holders of the Securities (as defined below) (collectively, the "HOLDERS"), as follows: 1. Registered Exchange Offer. Unless not permitted by applicable law, the Company shall use its reasonable best efforts to prepare and within 150 days (such 150th day being a "FILING DEADLINE") after the date on which the Initial Purchaser purchases the Initial Securities pursuant to the Purchase Agreement (the "CLOSING DATE"), file with the Securities and Exchange Commission (the "COMMISSION") a registration statement (the "EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the "SECURITIES ACT"), with respect to a proposed offer (the "REGISTERED EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in Section 7 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the "EXCHANGE SECURITIES"). The Company shall use its reasonable best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 240 days after the Closing Date (such 240th day being an "EFFECTIVENESS DEADLINE"), (ii) cause the Registered Exchange Offer to be consummated no later than 270 days after the Closing Date (the "CONSUMMATION DEADLINE"), and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "EXCHANGE OFFER REGISTRATION PERIOD"). Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (i) is not an affiliate of the Company within the meaning of the Securities Act, (ii) acquires the Exchange Securities in the ordinary course of such Holder's business and (iii) has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an "EXCHANGING DEALER"), is required to deliver a prospectus containing the information substantially in the form set forth in (A) Annex A hereto on the cover, (B) Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and (C) Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if the Initial Purchaser elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, it will be required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or the Initial Purchaser, such period shall be the lesser of 2 90 days and the date on which all Exchanging Dealers and the Initial Purchaser have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, the Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to the Initial Purchaser upon the written request of the Initial Purchaser, in exchange (the "PRIVATE EXCHANGE") for the Initial Securities held by the Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects to the Initial Securities (the "PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the "SECURITIES". In connection with the Registered Exchange Offer, the Company shall: (a) mail to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (b) keep the Registered Exchange Offer open for not less than 30 days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders; (c) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate of the Trustee; (d) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last business day on which the Registered Exchange Offer shall remain open; and (e) otherwise comply with all applicable laws. As soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Company shall: (x) accept for exchange all the Securities validly tendered and not withdrawn pursuant to the Registered Exchange Offer and the Private Exchange; (y) deliver to the Trustee for cancellation all the Initial Securities so accepted for exchange; and 3 (z) cause the Trustee to authenticate and deliver promptly to each Holder of the Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be, equal in principal amount to the Initial Securities of such Holder so accepted for exchange. The Indenture will provide that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and that all the Securities will vote and consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter. Interest on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if no interest has been paid on the Initial Securities, from the date of the original issuance of the Initial Securities. Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule 405 under the Securities Act, of the Company or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 2. Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a 4 Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the 270th day after the Closing Date, (iii) the Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv) the receipt of the required notice, being a "TRIGGER DATE"): (a) The Company shall use its reasonable best efforts to file as promptly as practicable (but in no event more than 60 days after the Trigger Date (such 60th day being a "FILING DEADLINE")) with the Commission and thereafter use its reasonable best efforts to cause to be declared effective no later than 160 days after the Trigger Date (such 160th day being an "EFFECTIVENESS DEADLINE") a registration statement (the "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, a "REGISTRATION STATEMENT") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the "SHELF REGISTRATION"); provided, however, that no Holder (other than the Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith as contemplated by Section 3(b)(v) below, and the Company thereafter complies with the requirements of Section 3(j). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not 5 to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (in any case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein). 3. Registration Procedures. In connection with any Shelf Registration contemplated by Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply: (a) The Company shall (i) furnish to the Initial Purchaser, prior to the filing thereof with the Commission, a copy of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that the Initial Purchaser (with respect to any portion of the unsold allotment from the original offering) is participating in the Registered Exchange Offer or the Shelf Registration Statement, the Company shall use its reasonable best efforts to reflect in each such document, when so filed with the Commission, such comments as the Initial Purchaser reasonably may propose; (ii) include the information substantially in the form set forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section and in Annex C hereto in the "Plan of Distribution" section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information substantially in the form set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested by the Initial Purchaser, include the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in the prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within the prospectus contained in the Exchange Offer Registration Statement a section entitled "Plan of Distribution," reasonably acceptable to the Initial Purchaser, which shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential "underwriter" status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a "PARTICIPATING BROKER-DEALER"), whether such positions or policies have been publicly disseminated by the staff of the Commission or such positions or policies, in the reasonable judgment of the Initial Purchaser based upon advice of counsel (which may be in-house counsel), represent the prevailing views of the staff of the Commission; and (v) in the case of a Shelf Registration Statement, include the names of the Holders who propose to sell Securities pursuant to the Shelf Registration Statement as selling securityholders. (b) The Company shall give written notice to the Initial Purchaser, the Holders of the Securities and any Participating Broker-Dealer from whom the Company has received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses (ii) through (v) of this Section 3(b) shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made): 6 (i) when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threat of any proceeding for such purpose; and (v) of the happening of any event that requires the Company to make changes in the Registration Statement or the prospectus in order that the Registration Statement and the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading. (c) The Company shall make every reasonable effort to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of the Registration Statement. (d) The Company shall furnish to each Holder of Securities included within the coverage of the Shelf Registration, without charge, at least one copy of the Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference). (e) The Company shall deliver to each Exchanging Dealer and the Initial Purchaser, and to any other Holder who so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Initial Purchaser or any such Holder requests, all exhibits thereto (including those incorporated by reference). (f) The Company shall, during the Shelf Registration Period, deliver to each Holder of Securities included within the coverage of the Shelf Registration, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the 7 use of the prospectus or any amendment or supplement thereto by each of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement. (g) The Company shall deliver to the Initial Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or supplement thereto as such persons may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by the Initial Purchaser, if necessary, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus, or any amendment or supplement thereto, included in such Exchange Offer Registration Statement. (h) Prior to any public offering of the Securities pursuant to any Registration Statement, the Company shall register or qualify, or cooperate with the Holders of the Securities included therein and their respective counsel in connection with the registration or qualification of, the Securities for offer and sale under the securities or "blue sky" laws of such states of the United States as any Holder of the Securities reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale of the Securities covered by such Registration Statement in such jurisdictions; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject. (i) The Company shall cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may request a reasonable period of time prior to sales of the Securities pursuant to such Registration Statement. (j) Upon the occurrence of any event contemplated by clauses (ii) through (v) of Section 3(b) above during the period for which the Company is required to maintain an effective Registration Statement, the Company shall promptly prepare and file a post-effective amendment to the Registration Statement or an amendment or supplement to the related prospectus and any other required document so that, as thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Initial Purchaser, the Holders of the Securities and any known Participating Broker-Dealer in accordance with clauses (ii) through (v) of Section 3(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Initial Purchaser, the Holders of the Securities and any such Participating Broker-Dealers shall suspend use of such prospectus, and the period of effectiveness of the Shelf 8 Registration Statement provided for in Section 2(b) above and the Exchange Offer Registration Statement provided for in Section 1 above shall each be extended by the number of days from and including the date of the giving of such notice to and including the date when the Initial Purchaser, the Holders of the Securities and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this Section 3(j). (k) Not later than the effective date of the applicable Registration Statement, the Company will provide a CUSIP number for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, and provide the Trustee with printed certificates for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, in a form eligible for deposit with The Depository Trust Company. (l) The Company will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registered Exchange Offer or the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company's first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such 12-month period. (m) The Company shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the "TRUST INDENTURE ACT"), in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture. (n) The Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement, and the Company may exclude from such registration the Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request. (o) In the case of a Shelf Registration Statement, the Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other action, if any, as Holders of a majority in aggregate principal amount of the Securities, Exchange Securities and Private Exchange Securities being sold or the managing underwriters (if any) shall reasonably request in order to facilitate any disposition of Securities, Exchange Securities or Private Exchange Securities pursuant to such Shelf Registration Statement. 9 (p) In the case of a Shelf Registration Statement, the Company shall (i) make reasonably available for inspection by a representative of, and Special Counsel (as defined below) acting for, the Holders of a majority in aggregate principal amount of the Securities, Exchange Securities or Private Exchange Securities being sold and any underwriter participating in any disposition of Securities, Exchange Securities or Private Exchange Securities pursuant to such Shelf Registration Statement, all relevant financial and other records, pertinent corporate documents and properties of the Company and (ii) cause the Company's officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by any such representative of the Holders, Special Counsel or underwriter in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided that the inspecting or receiving party has executed and delivered to the Company a confidentiality agreement that is reasonably acceptable to the Company and the applicable representative of the Holders, if any, with respect to the information to be disclosed. (q) In the case of a Shelf Registration Statement, the Company shall, if requested by Holders of a majority in aggregate principal amount of the Securities, Exchange Securities and Private Exchange Securities being sold, their Special Counsel or the managing underwriters (if any) in connection with such Shelf Registration Statement, use its reasonable best efforts to cause (i) its counsel to deliver an opinion and updates thereof relating to the Securities in customary form addressed to such Holders and the managing underwriters, if any, thereof and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement; (ii) its officers to execute and deliver all customary documents and certificates and updates thereof requested by any underwriters of the applicable Securities and (iii) its independent public accountants and the independent public accountants with respect to any other entity for which financial information is provided in the Shelf Registration Statement to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72. (r) In the case of the Registered Exchange Offer, if reasonably requested by the Initial Purchaser or any known Participating Broker-Dealer, the Company shall use its reasonable best efforts to cause (i) its counsel to deliver to the Initial Purchaser or such Participating Broker-Dealer a signed opinion in the forms set forth in Section 6(d), (e) and (f) of the Purchase Agreement with such changes as are customary in connection with the preparation of a Registration Statement and (ii) its independent public accountants and the independent public accountants with respect to any other entity for which financial information is provided in the Registration Statement to deliver to the Initial Purchaser or such Participating Broker-Dealer a comfort letter, in customary form, meeting the requirements as to the substance thereof as set forth in Section 6(a) and (b) of the Purchase Agreement, with appropriate date changes. (s) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Initial Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the Exchange Securities or the Private 10 Exchange Securities, as the case may be, the Company shall mark, or caused to be marked, on the Initial Securities so exchanged that such Initial Securities are being canceled in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be; in no event shall the Initial Securities be marked as paid or otherwise satisfied. (t) The Company will use its reasonable best efforts, (a) if the Initial Securities have been rated prior to the initial sale of such Initial Securities, to confirm such ratings will apply to the Securities covered by a Registration Statement, or (b) if the Initial Securities were not previously rated, to cause the Securities covered by a Registration Statement to be rated with the appropriate rating agencies, if so requested by Holders of a majority in aggregate principal amount of Securities covered by such Registration Statement, or by the managing underwriters, if any. (u) In the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or "assist in the distribution" (within the meaning of the Conduct Rules (the "RULES") of the National Association of Securities Dealers, Inc. (the "NASD")) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company will assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a "qualified independent underwriter" (as defined in Rule 2720) to participate in the preparation of the Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules. (v) The Company shall use its reasonable best efforts to take all other steps necessary to effect the registration of the Securities covered by a Registration Statement contemplated hereby. 4. Registration Expenses. (a) All expenses incident to the Company's performance of and compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement is ever filed or becomes effective, including without limitation; (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state "blue sky" or securities laws; (iii) all expenses of printing (including printing certificates for the Securities to be issued in the Registered Exchange Offer and the 11 Private Exchange and printing of prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company; (v) all application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance). The Company will bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company. (b) In connection with any Registration Statement required by this Agreement, the Company will reimburse the Initial Purchaser and the Holders of Transfer Restricted Securities who are tendering Initial Securities in the Registered Exchange Offer and/or selling or reselling Securities pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel (the "Special Counsel"), who shall be Skadden, Arps, Slate, Meagher & Flom LLP unless another firm shall be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared. 5. Indemnification. (a) The Company agrees to indemnify and hold harmless each Holder of the Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder or such Participating Broker-Dealer within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act against any and all losses, liabilities, claims, damages and expenses as incurred (including but not limited to reasonable attorneys' fees and any and all reasonable expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim, and subject to subsection (c) of this Section 5, any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any supplement thereto or amendment thereof or in any preliminary prospectus relating to a Shelf Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were 12 made, not misleading; provided, however, that the Company shall not be liable in any such case to the extent but only to the extent that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company relating to any Holder by such Holder expressly for use therein; and, provided, further, that with respect to any such untrue statement in or omission from any related preliminary prospectus, the indemnity agreement contained in this Section 5(a) shall not inure to the benefit of any Holder from whom the person asserting any such loss, liability, claim, damage or expense received Securities, Exchange Securities or Private Exchange Securities to the extent that such loss, liability, claim, damage or expense of or with respect to such Holder results from the fact that both (A) a copy of the final prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Securities, Exchange Securities or Private Exchange Securities to such person and (B) the untrue statement in or omission from the related preliminary prospectus was corrected in the final prospectus unless, in either case, such failure to deliver the final prospectus was a result of non-compliance by the Company with Section 3(d), 3(e), 3(f) or 3(g). This indemnity agreement will be in addition to any liability which the Company may otherwise have including under this Agreement. The Company shall also indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the Securities if requested by such Holders. (b) Each Holder of the Securities severally, and not jointly, agrees to indemnify and hold harmless the Company, each of the directors of the Company (including any person who, with his or her consent, is named in a Registration Statement as about to become, and does become, a director of the Company), each of the officers of the Company who shall have signed a Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, against any losses, liabilities, claims, damages and expenses as incurred (including but not limited to reasonable attorneys' fees and any and all reasonable expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim and, subject to subsection (c) of this Section 5, any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or any other federal or state law or regulation, at common law or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any supplement thereto or amendment thereof or in any preliminary prospectus relating to a Shelf Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company relating 13 to any Holder by such Holder expressly for use therein. This indemnity will be in addition to any liability which any Holder may otherwise have including under this Agreement. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against whom indemnification is to be sought in writing of the commencement of such action (but the failure so to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 5 except to the extent that it has been materially prejudiced thereby). In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by one of the indemnifying parties in connection with the defense of such action, (ii) the indemnifying parties shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party or parties shall have been advised by counsel that there may be defenses available to it or them which are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the indemnifying parties. In no event shall the indemnifying party or parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. The indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments by reason of any settlement of any action (i) effected with its written consent or (ii) effected without its written consent if (A) the settlement is entered into more than 20 business days after the indemnifying party shall have received a request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party), (B) such indemnifying party shall have received notice of the terms of such settlement at least 20 business days prior to such settlement being entered into and (C) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party), an indemnifying party shall not be liable for any settlement of the nature contemplated by this Section 5(c) effected without its consent if such indemnifying party (i) reimburses such indemnified party in accordance with such request to the extent that it considers such request to 14 be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. 6. Contribution. (a) In order to provide for contribution in circumstances in which the indemnification provided for in Section 5 hereof is for any reason held to be unavailable from any indemnifying party or is insufficient to hold harmless a party indemnified thereunder, the Company and the Holders shall contribute to the aggregate losses, claims, damages, liabilities and expenses of the nature contemplated by such indemnification provision (including any reasonable investigation, legal and other expenses incurred in connection with, and, subject to the last sentence of this Section 6(a), any amount paid in settlement of, any action, suit or proceeding or any claims asserted, but after deducting in the case of losses, claims, damages, liabilities and expenses suffered by the Company any contribution received by the Company from persons, other than the Holders, who may also be liable for contribution, including persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, officers of the Company who signed a Registration Statement and directors of the Company (including any person who, with his or her consent, is named in a Registration Statement as about to become, and does become, a director of the Company)) as incurred to which the Company and one or more of the Holders may be subject, in such proportions as is appropriate to reflect the relative benefits received by the Company and the Holders or such other indemnified party, as the case may be, from the exchange of the Securities pursuant to the Registered Exchange Offer or, if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to above but also the relative fault of the Company and the Holders or such other indemnified party, as the case may be, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Company and of the Holders or such other indemnified party, as the case may be, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Holders or such other indemnified party, as the case may be, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or any violation of the nature referred to in Section 5(a). The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this Section 6, (i) in no case shall any Holder be liable or responsible for any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to a Registration Statement exceeds the amount of damages which such Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person, if any, who controls a Holder or other indemnified party, as the case may be, within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act shall have the same rights to contribution as such Holder or 15 such other indemnified party, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, each officer of the Company who shall have signed a Registration Statement and each director of the Company (including any person who, with his or her consent, is named in a Registration Statement as about to become, and does become, a director of the Company) shall have the same rights to contribution as the Company, subject in each case to clauses (i) and (ii) of this Section 6. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties, notify each party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section 6 or otherwise. No party shall be liable for contribution with respect to any action or claim settled without its written consent; provided, however, that such consent was not unreasonably withheld. (b) The agreements contained in Section 5 and this Section 6 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party. 7. Additional Interest Under Certain Circumstances. (a) Additional interest (the "ADDITIONAL INTEREST") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) of this Section 7(a) being herein called a "REGISTRATION DEFAULT"): (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline; (ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the applicable Effectiveness Deadline; (iii) the Registered Exchange Offer has not been consummated on or prior to the Consummation Deadline; or (iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it 16 shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. Additional Interest shall accrue on the Securities over and above the interest otherwise payable on the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.125% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default. The Additional Interest Rate shall increase by an additional 0.125% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 0.25% per annum. Notwithstanding the foregoing to the contrary, the amount of Additional Interest payable shall not increase solely as a result of the occurrence and pendency of more than one Registration Default. (b) A Registration Default referred to in Section 7(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events as required by Section 3(j); provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with Section 7(a) from the day such Registration Default occurs until such Registration Default is cured, at which time Additional Interest shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Securities will revert to the original rate. (c) Any amounts of Additional Interest due pursuant to Section 7(a) will be payable in cash on the regular interest payment dates with respect to the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. (d) "TRANSFER RESTRICTED SECURITIES" means each Security until (i) the date on which such Security has been exchanged by a person other than a broker-dealer for a 17 freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date on which such Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. 8. Rules 144 and 144A. The Company shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available information about the Company (within the meaning of Rules 144 and 144A under the Securities Act) so long as necessary to permit sales of its Securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchaser upon request. Upon the request of any Holder of Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act. 9. Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("MANAGING UNDERWRITERS") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 18 10. Miscellaneous. (a) Remedies. The Company acknowledges and agrees that any failure by the Company to comply with its obligations under Section 1 and 2 hereof may result in material irreparable injury to the Initial Purchaser or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchaser or any Holder may obtain such relief as may be required to specifically enforce the Company's obligations under Sections 1 and 2 hereof. The Company further agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. (b) No Inconsistent Agreements. The Company will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's securities under any agreement in effect on the date hereof. (c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the Company and the written consent of the Holders of a majority in principal amount of the Securities affected by such amendment, modification, supplement, waiver or consents. (d) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery: (1) if to a Holder of the Securities, at the most current address given by such Holder to the Company. (2) if to the Initial Purchaser, to: Bear, Stearns & Co. Inc. 245 Park Avenue New York, NY 10167 Fax No.: (212) 272-6227 Attention: Mr. Tim O'Neill with a copy to: Bear, Stearns & Co. Inc. 245 Park Avenue New York, NY 10167 19 Fax No.: (917) 849-0608 Attention: Renata Fergerson, Esq. and with a copy to: Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY 10036 Fax No.: (917) 777-2694 Attention: Phyllis G. Korff, Esq. (3) if to the Company, at its address as follows: 3190 Fairview Park Drive Falls Church, VA 22042 Fax No.: (703) 876-3554 Attention: David A. Savner, Esq. with a copy to: Jenner & Block, LLC One IBM Plaza Chicago, IL 60611 Fax No.: (312) 527-0484 Attention: Thomas Monson, Esq. All such notices and communications shall be deemed to have been duly given: (i) at the time delivered by hand, if personally delivered; (ii) three business days after being deposited in the mail, postage prepaid, if mailed; (iii) when receipt is acknowledged by recipient's facsimile machine operator, if sent by facsimile transmission; and (iv) on the day delivered, if sent by overnight air courier guaranteeing next day delivery. (e) Third Party Beneficiaries. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company, on the one hand, and the Initial Purchaser, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect their rights or the rights of Holders hereunder. (f) Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns. (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 20 (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. (j) Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. (k) Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 21 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial Purchaser, the Issuer and the Guarantors in accordance with its terms. Very truly yours, GENERAL DYNAMICS CORPORATION By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Vice President and Treasurer AMERICAN OVERSEAS MARINE CORPORATION By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Vice President and Treasurer BATH IRON WORKS CORPORATION By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Assistant Treasurer COMPUTER SYSTEMS & COMMUNICATIONS CORPORATION By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Treasurer ELECTRIC BOAT CORPORATION By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Assistant Treasurer 22 GENERAL DYNAMICS ADVANCED TECHNOLOGY SYSTEMS, INC. By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Treasurer GENERAL DYNAMICS ARMAMENT SYSTEMS, INC. By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Assistant Treasurer GENERAL DYNAMICS DEFENSE SYSTEMS, INC. By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Treasurer GENERAL DYNAMICS GOVERNMENT SYSTEMS CORPORATION By: /s/ David A. Savner _____________________________________________ Name: David A. Savner Title: Vice President GENERAL DYNAMICS INFORMATION SYSTEMS, INC. By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Treasurer GENERAL DYNAMICS LAND SYSTEMS INC. By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Assistant Treasurer 23 GENERAL DYNAMICS ORDNANCE AND TACTICAL SYSTEMS, INC. By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Treasurer GULFSTREAM AEROSPACE CORPORATION By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Treasurer MATERIAL SERVICE RESOURCES COMPANY By: /s/ Michael E. Stanczak _____________________________________________ Name: Michael E. Stanczak Title: President NATIONAL STEEL AND SHIPBUILDING COMPANY By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written: BEAR, STEARNS & CO. INC. By: /s/ Timothy A. O'Neill _____________________________________ Name: Timothy A. O'Neill Title: Senior Managing Director 24 ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 90 days after the Expiration Date (as defined herein), it will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution." A-1 ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See "Plan of Distribution." B-1 ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [_________], 200[_], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For a period of 90 days after the Expiration Date the Company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. - ------------------------ (1) In addition, the legend required by Item 502(b) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. C-1 ANNEX D [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ________________________________________________________________ Address: ________________________________________________________________ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. D-1 EX-4.5 34 w56437ex4-5.txt FORM OF FLOATING RATE NOTES DUE 2004 Exhibit 4.5 THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE AGREED TO BE BOUND BY THE PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT AMONG THE COMPANY, THE GUARANTORS NAMED THEREIN AND THE INITIAL PURCHASER (AS DEFINED THEREIN), DATED AUGUST 22, 2001 (THE "REGISTRATION RIGHTS AGREEMENT"). GENERAL DYNAMICS CORPORATION WILL PROVIDE A COPY OF THE REGISTRATION RIGHTS AGREEMENT TO A HOLDER WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON 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 DEPOSITARY OR A NOMINEE THEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFER IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC 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. No._____________ CUSIP No._____________ GENERAL DYNAMICS CORPORATION FLOATING RATE NOTE DUE SEPTEMBER 1, 2004 GENERAL DYNAMICS CORPORATION, a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of _______________ Dollars ($_______ ) on September 1, 2004 (the "Stated Maturity Date"), and to pay interest on said principal sum from ________ 1, 200_ with respect to each Interest Period at a rate per annum equal to the Rate of Interest for such Interest Period. Interest on the Notes shall be payable quarterly in arrears on December 1, March 1, June 1 and September 1, commencing on _____ 1, 2002 (each, an "Interest Payment Date"); provided, however, that if an Interest Payment Date would otherwise be a day that is not a Business Day, such Interest Payment Date shall be the next succeeding Business Day but no additional interest shall be paid in respect of such intervening period). The interest payable on each Interest Payment Date shall be the amount of interest accrued from ________ 1, 200_ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, to but excluding such Interest Payment Date (whether or not such Interest Payment Date is a Business Day) or the date on which the principal amount of the Notes has been paid or duly provided for. The interest payable on any Note which is punctually paid or duly provided for on any Interest Payment Date shall be paid to the Person in whose name such Note is registered at the close of business on November 15, February 15, May 15 or August 15 (in each case, whether or not a Business Day), respectively, immediately preceding such Interest Payment Date. Interest payable on any Note which is not punctually paid or duly provided for on any Interest Payment Date therefor shall be paid in the manner specified in the Indenture. The rate of interest shall be determined in accordance with the following provisions (the rate of interest so determined being referred to in this Note as the "Rate of Interest"): (a) At approximately 11:00 a.m. (London time) on the second day on which commercial banks are open for business, including dealings in deposits in U.S. dollars in London (or, for purposes of paragraph (c) below, New York), prior to the commencement of the Interest Period (as defined below) for which such rate will apply (each such day an "Interest Determination Date"), commencing with respect to the Interest Period that starts on ________ 1, 200_, The Bank of New York, as the calculation agent, or its successors in this capacity (the "Calculation Agent") will calculate the Rate of Interest for such Interest Period at, subject to the provisions described below, the rate per annum equal to 0.22% above the rate appearing on the Bridge's Telerate Page 3750 (or such other page as may replace that page on the Bridge's Telerate Service or, if such service is not available, such other service as may be selected by the Calculation Agent as the information vendor for the purpose of displaying the official British Bankers Association LIBOR Fixing) for three-month U.S. dollar deposits in the London inter-bank market on such Interest Determination Date. The period beginning on, and including, ________ 1, 200_, and ending on, but excluding, _____ 1, 2002 and each successive period beginning on, and including, an Interest Payment Date and ending on, but excluding the next succeeding Interest Payment Date is herein called an "Interest Period." All percentages resulting from any calculation on the Notes shall be rounded to the nearest one-hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards. All dollar amounts used in or resulting from such calculation on the Notes shall be rounded to the nearest cent, with one-half cent being rounded upward. (b) If on any Interest Determination Date an appropriate rate cannot be determined from the Bridge's Telerate Service or such other service as specified in (a) above, the Rate of Interest for the next Interest Period shall, subject to the provisions described below, be the rate per annum that the Calculation Agent certifies to be 0.22% per annum above the arithmetic mean of the offered quotations, as communicated to and at the request of the Calculation Agent by not less than two major banks in London, after requesting such quotations from not less than four major banks in London, selected by the Calculation Agent (the "Reference Banks," which term shall include any successors nominated by the Calculation Agent), to leading banks in London by the principal London offices of the Reference Banks for three-month U.S. dollar deposits, in amounts of not less than $1,000,000, in the London inter-bank market as of 11:00 a.m. (London time) on such Interest Determination Date. (c) If on any Interest Determination Date fewer than two of such offered rates are available, the Rate of Interest for the next Interest Period shall be the Reserve Interest Rate. The "Reserve Interest Rate" refers to the rate per annum which the Calculation Agent determines to be 0.22% per annum above either: (i) The arithmetic mean of the U.S. dollar offered rates which at least two New York City banks selected by the Calculation Agent are or were quoting, on the relevant Interest Determination Date, for three-month deposits in amounts of not less than $1,000,000 to the Reference Banks or those of them (being at least two in number) to which such quotations are or were, in the opinion of the Calculation Agent, being so made; or (ii) In the event that the Calculation Agent can determine no such arithmetic mean, the arithmetic mean of the U.S. dollar offered rates which at least two New York City banks selected by the Calculation Agent are or were quoting on such Interest Determination Date to leading European banks for a period of three months in amounts of not less than $1,000,000; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as mentioned above, the Rate of Interest shall be the Rate of Interest in effect for the last preceding Interest Period to which (a) or (b) above shall have applied. The Calculation Agent shall, as soon as practicable after 11:00 a.m. (London time) on each Interest Determination Date, determine the Rate of Interest and calculate the amount of interest payable in respect of the following Interest Period (the "Interest Amount"). The Interest Amount shall be calculated by applying the Rate of Interest to the principal amount of each Note outstanding at the commencement of the Interest Period, multiplying each such amount by the actual number of days in the Interest Period concerned (which actual number of days shall include the first day but exclude the last day of such Interest Period) divided by 360 and rounding the resultant figure upwards to the nearest cent. The determination of the Rate of Interest and the Interest Amount by the Calculation Agent shall (in the absence of willful misconduct, bad faith or gross negligence) be final and binding on all parties. Notwithstanding anything herein to the contrary, the rate of interest on the Notes shall in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States law of general application. The Company shall provide that, so long as any of the Notes remain outstanding, there shall at all times be a Calculation Agent for the purpose of the Notes. In the event of the Calculation Agent being unable or unwilling to continue to act as the Calculation Agent or in the case of the Calculation Agent failing duly to establish the Rate of Interest for any Interest Period, the Company shall appoint another leading bank engaged in the London inter-bank market to act as such in its place. The Calculation Agent may not resign its duties without a successor having been appointed as aforesaid. All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions relating to the payment and calculation of interest on the Notes, whether by the Reference Banks (or any of them) or the Calculation Agent, shall (in the absence of willful misconduct, bad faith or gross negligence) be binding on the Company, the Calculation Agent and all of the Holders and no liability shall (in the absence of willful misconduct, bad faith or gross negligence) attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions. This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. IN WITNESS WHEREOF, the Company has caused this instrument to be executed on this [______] day of [____________] , 2002. GENERAL DYNAMICS CORPORATION By: ______________________ Name: Title: Attest: By: ______________________ Name: Title: CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. Dated: ____________________________ The Bank of New York, as Trustee By: ______________________________ Authorized Signatory REVERSE OF NOTE This Note is one of a duly authorized series of securities of the Company (herein sometimes referred to as the "Notes"), specified in the Indenture, all issued or to be issued in one or more series under and pursuant to an Indenture dated as of August 27, 2001, duly executed and delivered by and among the Company, the Guarantors and The Bank of New York as Trustee (the "Trustee"), as supplemented by the First Supplemental Indenture dated as of August 27, 2001, by and among the Company, the Guarantors and the Trustee (the Indenture, as so supplemented, the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company, the Guarantors and the Holders of the Notes. By the terms of the Indenture, the Notes are issuable in series that may vary as to amount, date of maturity, rate of interest and in other respects as provided in the Indenture. This series of Notes is offered in aggregate principal amount as specified in said First Supplemental Indenture. The Company shall have the right but not the obligation to redeem this Note at the option of the Company, without premium or penalty, in whole or in part (an "Optional Redemption"), beginning after September 1, 2002, at a redemption price equal to the accrued and unpaid interest on the Notes so redeemed to, but excluding, the date fixed for redemption, plus 100% of the principal amount thereof (the "Optional Redemption Price"). Any redemption pursuant to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before the Redemption Date to the Holders, at the Optional Redemption Price. If the Notes are only partially redeemed pursuant to an Optional Redemption, the Notes will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Notes are registered as Global Notes, the Depository shall determine, in accordance with its procedures, the principal amount of such Notes held by each Holder of Notes to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the Redemption Date or such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. In the event of redemption of this Note in part only, a new Note or Notes of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Notes may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Notes of any series, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the Holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of each Note then outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Notes of any series at the time outstanding affected thereby, on behalf of all of the Holders of the Notes of such series, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Notes of such series. Any such consent or waiver by the registered Holder (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Note and of any Note issued in exchange therefore or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the time and place and at the rate and in the money herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable by the registered Holder hereof on the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Trustee in the City and State of New York accompanied by a written instrument or instruments of transfer in form satisfactory to the Company or the Trustee duly executed by the registered Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any paying agent and the Security Registrar may deem and treat the registered Holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Security Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of, premium, if any, or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or any Guarantor or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. The Notes of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. This Global Note is exchangeable for Notes in definitive form only under certain limited circumstances set forth in the Indenture. As provided in the Indenture and subject to certain limitations herein and therein set forth, Notes of this series so issued are exchangeable for a like aggregate principal amount of Notes of this series of a different authorized denomination, as requested by the Holder surrendering the same. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THE NOTES WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. TRANSFER NOTICE FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. _____________________. Please print or typewrite name and address including zip code of assignee ______________________________________________________________________________ the within Note and all rights thereunder, hereby irrevocably constituting and appointing _______________ attorney to transfer said Note on the books of the Company with full power of substitution in the premises. By: __________________________ Date: ________________________ SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made:
Date of Amount of Amount of Principal Signature of Exchange Decrease in Increase in Amount of this Authorized Principal Principal Global Note Signatory of Amount of this Amount of this Following such Trustee Global Note Global Note Decrease or Increase _____________ _______________ _______________ _______________ ________________ _____________ _______________ _______________ _______________ ________________
EX-5 35 w56437ex5.txt OPINION OF JENNER & BLOCK Exhibit 5 January 18, 2002 General Dynamics Corporation 3190 Fairview Park Drive Falls Church, Virginia 22042-4523 Ladies and Gentlemen: We have acted as counsel to General Dynamics Corporation, a Delaware corporation (the "Company"), and to the subsidiaries of the Company named in Schedule I hereto (the "Guarantors") in connection with the Registration Statement on Form S-4 (the "Registration Statement") filed by the Company and the Guarantors with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, relating to the issuance by the Company of $500,000,000 aggregate principal amount of Floating Rate Notes due 2004 (the "Exchange Notes") and the issuance by the Guarantors of guarantees (the "Guarantees") with respect to the Exchange Notes. The Exchange Notes and the Guarantees will be issued under an indenture dated as of August 27, 2001 (the "Indenture"), among the Company, the Guarantors and The Bank of New York, as Trustee (the "Trustee"), as supplemented by the First Supplemental Indenture dated as of August 27, 2001 (the "First Supplemental Indenture"), among the Company, the Guarantors and the Trustee. The Exchange Notes will be offered by the Company in exchange for all outstanding $500,000,000 Floating Rate Notes due 2004 of the Company (the "Outstanding Notes"). We have examined the Registration Statement, the Indenture, the First Supplemental Indenture and the form of the Exchange Notes, which is set forth as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, instruments and other documents and have made such other and further investigations as we have deemed relevant and necessary in connection with the opinions expressed herein. As to questions of fact material to this opinion, we have relied upon certificates of officers and representatives of the Company and the Guarantors. In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. We also have assumed that each of the Indenture and the First Supplemental Indenture is the valid and legally binding obligation of the Trustee. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that: 1. When the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture and the First Supplemental Indenture in exchange for the Outstanding Notes, the Exchange Notes will constitute valid and legally binding obligations of the Company. 2. When the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture and the First Supplemental Indenture in exchange for the Outstanding Notes, the Guarantees will constitute valid and legally binding obligations of the Guarantors. Our opinions set forth above are subject to the effects of (1) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, (2) general equitable principles (whether considered in a proceeding in equity or at law), (3) the implied covenant of good faith and fair dealing and (4) public policy. We do not express any opinion herein concerning any law other than the Delaware General Corporation Law, the law of the State of Illinois and the Federal law of the United States. We hereby consent to the filing of this letter as Exhibit 5 to the Registration Statement and to the use of our name under the caption "Legal Matters" in the Prospectus included in the Registration Statement. Very truly yours, /s/ Jenner & Block, LLC SCHEDULE I GUARANTORS American Overseas Marine Corporation Bath Iron Works Corporation Electric Boat Corporation General Dynamics Advanced Technology Systems, Inc. General Dynamics Armament Systems, Inc. General Dynamics Defense Systems, Inc. General Dynamics Government Systems Corporation General Dynamics Information Systems, Inc. General Dynamics Land System Inc. General Dynamics Ordnance and Tactical Systems, Inc. Gulfstream Aerospace Corporation Material Service Resources Company National Steel and Shipbuilding Company EX-12 36 w56437ex12.txt STATEMENT RE COMPUTATION OF RATIOS Exhibit 12
GENERAL DYNAMICS CORPORATION RATIO OF EARNINGS TO FIXED CHARGES (Dollars in millions) Nine Months Ended Year Ended December 31, September 30, 2001 2000 1999 1998 1997 1996 -------------------- ------- -------- -------- -------- -------- Earnings Before Income Taxes and Fixed Charges............................ 1,111 1,359 1,201 959 734 492 Fixed Charges: Interest expense................... 14 14 28 40 35 22 Amortization of debt discount...... 35 58 25 - - - Estimate of interest element of rental expense................. 21 25 22 15 10 13 ----------------------------------------------------------------------------------------- Total fixed charges.................... 70 97 75 55 45 35 Ratio of earnings to fixed charges..... 15.9:1 14.0:1 16.0:1 17.4:1 16.3:1 14.1:1 =========================================================================================
EX-23.1 37 w56437ex23-1.txt CONSENT OF ARTHUR ANDERSEN Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 26, 2001 included in General Dynamics Corporation's Form 10-K for the year ended December 31, 2000 and to all references to our Firm included in or made part of this registration statement. /s/ Arthur Andersen LLP _______________________ ARTHUR ANDERSEN LLP Vienna, Virginia January 17, 2002 EX-23.2 38 w56437ex23-2.txt CONSENT OF DELOITTE & TOUCHE EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of General Dynamics Corporation on Form S-4 of our report with respect to the consolidated financial statements of Gulfstream Aerospace Corporation for the year ended December 31, 1998, dated February 1, 1999 (March 1, 1999 as to Note 16), appearing in the Annual Report on Form 10-K of General Dynamics Corporation for the year ended December 31, 2000, and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. /s/ Deloitte & Touche LLP Atlanta, Georgia January 17, 2002 EX-23.3 39 w56437ex23-3.txt CONSENT OF ERNST & YOUNG EXHIBIT 23.3 Consent of Independent Certified Public Accountants We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 23, 2001, with respect to the financial statements of Primex Technologies, Inc. included in the Registration Statement (Form S-4) and related Prospectus of General Dynamics Corporation for the registration of $500 million of Floating Rate Notes due 2004. /s/ Ernst & Young LLP _____________________ Ernst & Young LLP Tampa, Florida January 17, 2002 EX-25 40 w56437ex25.txt FORM T-1 BANK OF NEW YORK Exhibit 25 ======================================================================== FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |__| THE BANK OF NEW YORK (Exact name of trustee as specified in its charter) New York 13-5160382 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) One Wall Street, New York, N.Y. 10286 (Address of principal executive offices) (Zip code) GENERAL DYNAMICS CORPORATION (Exact name of obligor as specified in its charter) Delaware 13-1673581 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 3190 Fairview Park Drive Falls Church, VA 22042-4523 (Address of principal executive offices) (Zip code) AMERICAN OVERSEAS MARINE CORPORATION (Exact name of obligor as specified in its charter) Delaware 42-1273477 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 116 East Howard Street Quincy, MA 02169-8712 (Address of principal executive offices) (Zip code) BATH IRON WORKS CORPORATION (Exact name of obligor as specified in its charter) Maine 39-1343528 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 700 Washington Street Bath, ME 04530 (Address of principal executive offices) (Zip code) ELECTRIC BOAT CORPORATION (Exact name of obligor as specified in its charter) Delaware 51-0369496 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 75 Eastern Point Road Groton, CT 06340-4989 (Address of principal executive offices) (Zip code) GENERAL DYNAMICS ADVANCED TECHNOLOGY SYSTEMS, INC. (Exact name of obligor as specified in its charter) Delaware 54-1863210 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) P.O. Box 26002 Greensboro, NC 27420-6002 (Address of principal executive offices) (Zip code) GENERAL DYNAMICS ARMAMENT SYSTEMS, INC. (Exact name of obligor as specified in its charter) Delaware 54-1828437 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Lakeside Avenue Burlington, VT 05401 (Address of principal executive offices) (Zip code) GENERAL DYNAMICS DEFENSE SYSTEMS, INC. (Exact name of obligor as specified in its charter) -2- Delaware 54-1828438 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 100 Plastics Avenue Pittsfield, MA 01201 (Address of principal executive offices) (Zip code) GENERAL DYNAMICS GOVERNMENT SYSTEMS CORPORATION (Exact name of obligor as specified in its charter) Delaware 16-1190245 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 3190 Fairview Park Drive Falls Church, VA 22042-4523 (Address of principal executive offices) (Zip code) GENERAL DYNAMICS INFORMATION SYSTEMS, INC. (Exact name of obligor as specified in its charter) Delaware 54-1873854 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 8800 Queen Avenue South Bloomington, MN 55431 (Address of principal executive offices) (Zip code) GENERAL DYNAMICS LAND SYSTEMS, INC. (Exact name of obligor as specified in its charter) Delaware 54-0582680 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) P.O. Box 2074 Warren, MI 48090-2074 (Address of principal executive offices) (Zip code) GENERAL DYNAMICS ORDINANCE AND TACTICAL SYSTEMS, INC. (Exact name of obligor as specified in its charter) Virginia 06-1458069 (State or other jurisdiction of (I.R.S. employer -3- incorporation or organization) identification no.) 10101 9th Street North St. Petersburg, FL 33716 (Address of principal executive offices) (Zip code) GULFSTREAM AEROSPACE CORPORATION (Exact name of obligor as specified in its charter) Delaware 13-3554834 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 500 Gulfstream Road Savannah, GA 31408 (Address of principal executive offices) (Zip code) MATERIAL SERVICE RESOURCES COMPANY (Exact name of obligor as specified in its charter) Delaware 36-3817444 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 222 North LaSalle Street Chicago, IL 60601-1090 (Address of principal executive offices) (Zip code) NATIONAL STEEL AND SHIPBUILDING COMPANY (Exact name of obligor as specified in its charter) Nevada 95-2076637 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) P.O. Box 85278 San Diego, CA 92186-5278 (Address of principal executive offices) (Zip code) ------------- Floating Rate Notes Due 2004 (Title of the indenture securities) ======================================================================== -4- 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE: (a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.
- -------------------------------------------------------------------------------- Name Address - -------------------------------------------------------------------------------- Superintendent of Banks of the State of 2 Rector Street, New York, New York N.Y. 10006, and Albany, N.Y. 12203 Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045 Federal Deposit Insurance Corporation Washington, D.C. 20429 New York Clearing House Association New York, New York 10005
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. Yes. 2. AFFILIATIONS WITH OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. None. 16. LIST OF EXHIBITS. EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R. 229.10(d). 1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) 4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) 6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.) 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. -5- SIGNATURE Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 7th day of January, 2002. THE BANK OF NEW YORK By: /s/ STACEY POINDEXTER ______________________________________ Name: STACEY POINDEXTER Title: ASSISTANT TREASURER -6- EXHIBIT 7 ________________________________________________________________________________ Consolidated Report of Condition of THE BANK OF NEW YORK of One Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business September 30, 2001, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts ASSETS In Thousands Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin............ $3,238,092 Interest-bearing balances..................................... 5,255,952 Securities: Held-to-maturity securities................................... 127,193 Available-for-sale securities................................. 12,143,488 Federal funds sold and Securities purchased under agreements to resell........................................................ 281,677 Loans and lease financing receivables: Loans and leases held for sale................ 786 Loans and leases, net of unearned income...............46,206,726 LESS: Allowance for loan and lease losses............607,115 Loans and leases, net of unearned income and allowance....................................... 45,599,611 Trading Assets................................................... 9,074,924 Premises and fixed assets (including capitalized leases)......... 783,165 Other real estate owned.......................................... 935 Investments in unconsolidated subsidiaries and associated companies..................................................... 200,944 Customers' liability to this bank on acceptances outstanding..... 311,521 Intangible assets................................................ Goodwill...................................................... 1,546,125 Other intangible assets....................................... 8,497 Other assets..................................................... 8,761,129 ----------- Total assets..................................................... $87,334,039 =========== LIABILITIES Deposits: In domestic offices........................................... $28,254,986 Noninterest-bearing.................................10,843,829 Interest-bearing....................................17,411,157 In foreign offices, Edge and Agreement subsidiaries, and IBFs. 31,999,406
Noninterest-bearing..................................1,006,193 Interest-bearing....................................30,993,213 Federal funds purchased and securities sold under agreements to repurchase.................................................... 6,004,678 Trading liabilities.............................................. 2,286,940 Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)....... 1,845,865 Bank's liability on acceptances executed and outstanding......... 440,362 Subordinated notes and debentures................................ 2,196,000 Other liabilities................................................ 7,606,565 ----------- Total liabilities................................................ $80,634,802 =========== EQUITY CAPITAL Common stock..................................................... 1,135,284 Surplus.......................................................... 1,050,729 Retained earnings................................................ 4,436,230 Accumulated other comprehensive income......... 76,292 Other equity capital components..................... 0 - ------------------------------------------------------------------------------------------------------------------------------- Total equity capital............................................. 6,698,535 ----------- Total liabilities and equity capital............................. $87,334,039 ===========

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. Thomas J. Mastro, Senior Vice President and Comptroller We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct. Thomas A. Renyi ___ Gerald L. Hassell | Directors Alan R. Griffith ___ ________________________________________________________________________________ -2- ~~EX-99.1 41 w56437ex99-1.htm FORM OF LETTER OF TRANSMITTAL ex99-1~~




		Proposed Maximum	Proposed Maximum
Title of Each Class	Amount to be	Offering Price	Aggregate	Amount of
of Securities to Be Registered	Registered	Per Unit (1)	Offering Price (1)	Registration Fee


Floating Rate Notes Due 2004	$500,000,000	100%	$500,000,000	$46,000
Guarantees of Floating Rate Notes Due 2004	—	—	—	(2)
Total	$500,000,000	100%	$500,000,000	$46,000


The Exchange Offer		We are offering to exchange up to $500 million aggregate principal amount of new Floating Rate Notes due 2004 for a like principal amount of our outstanding Floating Rate Notes due 2004. Outstanding notes may only be exchanged in integral multiples of $1,000. We intend to satisfy our obligations to complete an exchange offer under the registration rights agreement through the issuance of the exchange notes. The exchange notes will have terms substantially identical to the terms of the outstanding notes, except that:

		• the exchange notes have been registered under the Securities Act, and

		• the exchange notes are not entitled to registration rights under the registration rights agreement.

		See “The Exchange Offer.”

Resales		Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offer may be offered for resale, resold and otherwise transferred by you (unless you are an “affiliate” of ours within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that you are acquiring the exchange notes in the ordinary course of your business and that you have not engaged in, do not intend to engage


		To the extent that outstanding notes are tendered and accepted in the exchange offer, the trading market for outstanding notes could be adversely affected.

Consequences of Failure To Exchange		All untendered outstanding notes will continue to be subject to the restrictions on transfer provided for in the outstanding notes and in the indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently intend to register the outstanding notes under the Securities Act.

U.S. Federal Income Tax Considerations		The exchange of outstanding notes for exchange notes in the exchange offer should not result in any income, gain or loss to the holders who participate in the exchange offer or to us for U.S. federal income tax purposes. See “United States Federal Income Tax Consequences.”

Use of Proceeds		We will not receive any cash proceeds from the issuance of exchange notes pursuant to the exchange offer.

Exchange Agent		The Bank of New York is the exchange agent for the exchange offer. The address and telephone number of the exchange agent are set forth in the section captioned “The Exchange Offer — Exchange Agent” of this prospectus.


Issuer		General Dynamics Corporation.

Total Amount of Notes Offered		$500 million principal amount of Floating Rate Notes due 2004.

Maturity		September 1, 2004.

Interest Payment Dates		March 1, June 1, September 1 and December 1 of each year. The first interest payment on the exchange notes will be made on June 1, 2002.

Optional Redemption		We may redeem the exchange notes in whole or in part at any time on or after September 1, 2002 and prior to their maturity at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus any interest that is due and unpaid on the date that we redeem the notes. See “Description of the Exchange Notes and Guarantees — Optional Redemption.”

Security and Ranking		The exchange notes will be unsecured and will rank equally and ratably with our existing and future unsecured senior debt.


Guarantees		Certain of our subsidiaries will guarantee the notes with unconditional guarantees of payment that will effectively rank equal to their senior debt. See “Description of the Exchange Notes and Guarantees — Guarantees.”

Restrictive Covenants of Indenture		We will issue the exchange notes under an indenture with The Bank of New York, as trustee, and the Guarantors. The indenture contains, among other things, customary restrictions on liens, sale and leaseback transactions, and mergers or consolidations with or into other companies, or sales of all or substantially all of our assets. See “Description of the Exchange Notes and Guarantees — Covenants of the Company.”


Delaware (State or jurisdiction of incorporation or organization)		3731 (Primary Standard Industrial Classification Code Number)		13-1673581 (I.R.S. Employer Identification No.)


• We are offering to exchange all outstanding floating rate notes due 2004 that are validly tendered and not withdrawn for an equal principal amount of floating rate exchange notes due 2004 that have been registered under the Securities Act of 1933, as amended (the “Securities Act”). • You may withdraw tenders of outstanding notes at any time prior to the expiration of the exchange offer. • The exchange offer expires at 5:00 p.m., New York City time, on , 2002, unless extended.		• There is no existing market for the exchange notes, and we do not intend to apply for their listing on any national securities exchange. • The terms of the exchange notes are substantially identical to the outstanding notes, except that the exchange notes will be freely tradeable. • The exchange notes will mature on September 1, 2004. Interest will be payable quarterly on March 1, June 1, September 1 and December 1, commencing June 1, 2002.


About this Prospectus			i
Special Note on Forward-Looking Statements			i
Where You Can Find More Information			ii
Summary			1
Risk Factors			7
Use of Proceeds			9
Ratio of Earnings to Fixed Charges			9
Capitalization			9
Selected Financial Data			10
Condensed Consolidating Financial Statements			11
Business			19
The Exchange Offer			20
Description of the Exchange Notes and Guarantees			30
United States Federal Income Tax Consequences			41
Plan of Distribution			44
Legal Matters			44
Experts			45



		Nine Months Ended				Year Ended December 31

		September 30,		October 1,
		2001		2000		2000		1999		1998		1997		1996
(Dollars in millions, except per share amounts)

Summary of Operations
Net sales		$	8,655	$	7,665	$	10,356	$	8,959	$	7,398	$	5,966	$	4,645
Net earnings			697		682		901		880		589		559		317
Earnings per share:
	Basic		3.47		3.41		4.51		4.40		2.95		2.80		1.58
	Diluted		3.44		3.39		4.48		4.36		2.91		2.73		1.54
Cash dividends per common stock share			0.84		0.78		1.04		.96		.88		.82		.82
Financial Position, at period end
Cash and equivalents and marketable securities		$	579			$	177	$	270	$	303	$	774	$	1,162
Total assets			11,015				7,987		7,774		6,196		5,583		4,625
Short- and long-term debt			2,239				502		1,022		530		645		438
Shareholders’ equity			4,430				3,820		3,170		2,407		2,008		1,525
Other Information, at period end
Funded backlog		$	20,623			$	14,442	$	11,951	$	10,841	$	9,699	$	9,288
Total backlog			29,895				19,742		19,916		19,332		12,531		13,504


	*We depend on the U.S. government for a significant portion of our sales.*


	*Government contracts are generally not fully funded at inception and are subject to termination and heavily regulated and audited.*


	*Our Aerospace Group may be adversely affected by unfavorable market and cost pressures.*


	*Our future success will depend in part on our ability to meet the changing needs of our customers.*


		September 30, 2001
(Dollars in millions)
Cash and equivalents		$	579

Short-term debt		$	1,500
Long-term debt			739
Shareholders’ Equity
	Common stock, including surplus	$	697
	Retained earnings		4,589
	Treasury stock		(840	)
	Accumulated other comprehensive loss		(16	)

Total Shareholders’ Equity		$	4,430

Total Capitalization		$	6,669


							Other
				Guarantors			Subsidiaries
				on a Combined			on a Combined			Consolidating			Total
	Company			Basis			Basis			Adjustments			Consolidated

Nine Months Ended September 30, 2001

NET SALES	$	—		$	8,445		$	210		$	—		$	8,655
Cost of sales		(19	)		6,841			175			—			6,997
General and administrative expenses		—			561			16			—			577

OPERATING EARNINGS		19			1,043			19			—			1,081
Interest expense		(41	)		—			(8	)		—			(49	)
Interest income		4			4			1			—			9
Other income (expense), net		(18	)		(1	)		19			—			—

EARNINGS BEFORE INCOME TAXES		(36	)		1,046			31			—			1,041
Provision (benefit) for income taxes		(41	)		375			10			—			344
Equity in net earnings of subsidiaries		692			—			—			(692	)		—

NET EARNINGS	$	697		$	671		$	21		$	(692	)	$	697

Nine Months Ended October 1, 2000

NET SALES	$	—		$	7,456		$	209		$	—		$	7,665
Cost of sales		(12	)		6,051			173			—			6,212
General and administrative expenses		—			462			13			—			475

OPERATING EARNINGS		12			943			23			—			978
Interest expense		(49	)		(1	)		(8	)		—			(58	)
Interest income		2			4			—			—			6
Other income (expense), net		(4	)		(4	)		3			—			(5	)

EARNINGS BEFORE INCOME TAXES		(39	)		942			18			—			921
Provision (benefit) for income taxes		(96	)		336			(1	)		—			239
Equity in net earnings of subsidiaries		625			—			—			(625	)		—

NET EARNINGS	$	682		$	606		$	19		$	(625	)	$	682


								Other
					Guarantors on			Subsidiaries on
					a Combined			a Combined			Consolidating			Total
		Company			Basis			Basis			Adjustments			Consolidated

ASSETS

CURRENT ASSETS:
Cash and equivalents		$	170		$	50		$	50		$	—		$	270
Accounts receivable			—			713			33			—			746
Contracts in process			34			1,134			36			—			1,204
Inventories
	Work in process		—			436			—			—			436
	Raw materials		—			262			—			—			262
	Pre-owned aircraft		—			243			—			—			243
	Other		—			20			—			—			20
Other current assets			118			177			15			—			310

Total Current Assets			322			3,035			134			—			3,491

NONCURRENT ASSETS:
Property, plant and equipment			70			2,286			32			—			2,388
Accumulated depreciation, depletion & amortization of PP&E			(15	)		(1,196	)		(8	)		—			(1,219	)
Intangible assets			—			2,469			235			—			2,704
Accumulated amortization of intangible assets			—			(180	)		(11	)		—			(191	)
Other assets			187			185			229			—			601
Investment in subsidiaries			6,283			—			—			(6,283	)		—

Total Noncurrent Assets			6,525			3,564			477			(6,283	)		4,283

		$	6,847		$	6,599		$	611		$	(6,283	)	$	7,774

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:
Short-term debt		$	852		$	1		$	—		$	—		$	853
Other current liabilities			139			2,311			150			—			2,600

Total Current Liabilities			991			2,312			150			—			3,453

NONCURRENT LIABILITIES:
Long-term debt			—			15			154			—			169
Other liabilities			447			405			130			—			982

Total Noncurrent Liabilities			447			420			284			—			1,151

SHAREHOLDERS’ EQUITY:
Common stock, including surplus			487			3,382			288			(3,670	)		487
Other shareholders’ equity			4,922			485			(111	)		(2,613	)		2,683

Total Liabilities and Shareholders’ Equity			5,409			3,867			177			(6,283	)		3,170

		$	6,847		$	6,599		$	611		$	(6,283	)	$	7,774


By Registered or Certified Mail: The Bank of New York Attn: William Buckley 15 Broad Street, 16th Floor New York, New York 10007		By Overnight Courier: The Bank of New York Reorganization Department Attn: Santino Ginocchietti 15 Broad Street, 16th Floor New York, New York 10007		By Hand: The Bank of New York Reorganization Department Attn: Santino Ginocchietti 15 Broad Street, 16th Floor New York, New York 10007		By Facsimile: The Bank of New York Reorganization Department Attn: Santino Ginocchietti (212) 235-2261 Confirm by telephone: (212) 235-2363


Exhibit
No.		Document

3.1		Restated Certificate of Incorporation of General Dynamics Corporation, effective August 2, 1999 (incorporated herein by reference from the Company’s current report on Form 8-K filed with the Commission on August 11, 1999)
3.2		Restated By-Laws of General Dynamics Corporation, effective March 7, 2001 (incorporated herein by reference from the Company’s annual report on Form 10-K for the year ended December 31, 2000, and filed with the Commission on March 29, 2001)
3.3		Certificate of Incorporation of Braintree VI Maritime Corporation, effective October 13, 1978
3.3.1		Certificate of Amendment of Certificate of Incorporation of Braintree Maritime Transportation Corporation, effective October 15, 1984
3.4		Amended and Restated By-Laws of American Overseas Marine Corporation, effective September 15, 2000
3.5		Restated Articles of Incorporation of Bath Iron Works Corporation, effective September 27, 1995
3.6		Amended and Restated By-Laws of Bath Iron Works Corporation, effective September 15, 2000
3.7		Restated Certificate of Incorporation of Electric Boat Corporation, effective February 26, 1999
3.8		Amended and Restated By-Laws of Electric Boat Corporation, effective September 15, 2000
3.9		Restated Certificate of Incorporation of General Dynamics Advanced Technology Systems, Inc., effective February 26, 1999
3.10		Amended and Restated By-Laws of General Dynamics Advanced Technology Systems, Inc., effective September 15, 2000
3.11		Restated Certificate of Incorporation of General Dynamics Armament Systems, Inc., effective February 8, 1999
3.12		Amended and Restated By-Laws of General Dynamics Armament Systems, Inc., effective September 15, 2000
3.13		Restated Certificate of Incorporation of General Dynamics Defense Systems, Inc., effective February 8, 1999
3.14		Amended and Restated By-Laws of General Dynamics Defense Systems, Inc., effective September 15, 2000
3.15		Amended and Restated Certificate of Incorporation of General Dynamics Government Systems Corporation, effective September 8, 1999
3.16		Amended and Restated By-Laws of General Dynamics Government Systems Corporation, effective September 15, 2000
3.17		Restated Certificate of Incorporation of General Dynamics Information Systems, Inc., effective February 8, 1999



		GENERAL DYNAMICS CORPORATION By: /s/ DAVID A. SAVNER David A. Savner Senior Vice President and General Counsel


Signature		Title


/s/ NICHOLAS D. CHABRAJA Nicholas D. Chabraja		Chairman, Chief Executive Officer and Director (principal executive officer)

/s/ MICHAEL J. MANCUSO Michael J. Mancuso		Senior Vice President and Chief Financial Officer (principal financial officer)

/s/ JOHN W. SCHWARTZ John W. Schwartz		Vice President and Controller (principal accounting officer)

/s/ JULIUS W. BECTON, JR. Julius W. Becton, Jr.		Director

/s/ JAMES S. CROWN James S. Crown		Director

/s/ LESTER CROWN Lester Crown		Director


Signature		Title

/s/ CHARLES H. GOODMAN Charles H. Goodman		Director

/s/ GEORGE A. JOULWAN George A. Joulwan		Director

/s/ PAUL G. KAMINSKI Paul G. Kaminski		Director

/s/ JAMES R. MELLOR James R. Mellor		Director

/s/ CARL E. MUNDY, JR. Carl E. Mundy, Jr.		Director

/s/ CARLISLE A. H. TROST Carlisle A. H. Trost		Director



		AMERICAN OVERSEAS MARINE CORPORATION By: /s/ DAVID A. SAVNER David A. Savner Vice President and General Counsel


Signature		Title


/s/ LELAND B. BISHOP, II Leland B. Bishop, II		President (principal executive officer)

/s/ DAVID H. FOGG David H. Fogg		Vice President, Treasurer and Director (principal financial officer and principal accounting officer)

/s/ DAVID A. SAVNER David A. Savner		Director

/s/ JOHN K. WELCH John K. Welch		Director



		BATH IRON WORKS CORPORATION By: /s/ ALLAN C. CAMERON Allan C. Cameron President


Signature		Title


/s/ ALLAN C. CAMERON Allan C. Cameron		President and Director (principal executive officer)

/s/ THOMAS A. BROWN Thomas A. Brown		Vice President, Finance and Administration, Treasurer and Secretary (principal financial officer and principal accounting officer)

/s/ NICHOLAS D. CHABRAJA Nicholas D. Chabraja		Director

/s/ DUANE D. FITZGERALD Duane D. Fitzgerald		Director

/s/ MICHAEL J. MANCUSO Michael J. Mancuso		Director

/s/ DAVID A. SAVNER David A. Savner		Director

/s/ JOHN K. WELCH John K. Welch		Director



		ELECTRIC BOAT CORPORATION By: /s/ DAVID A. SAVNER David A. Savner Vice President and Secretary


Signature		Title


/s/ MICHAEL W. TONER Michael W. Toner		President and Director (principal executive officer)

/s/ JOHN V. LEONARD, SR. John V. Leonard, Sr.		Vice President — Finance (principal financial officer and principal accounting officer)

/s/ MICHAEL J. MANCUSO Michael J. Mancuso		Director

/s/ DAVID A. SAVNER David A. Savner		Director

/s/ JOHN K. WELCH John K. Welch		Director



		GENERAL DYNAMICS ADVANCED TECHNOLOGY SYSTEMS, INC. By: /s/ DAVID A. SAVNER David A. Savner Vice President


Signature		Title


/s/ JOHN F. STEWART, JR. John F. Stewart, Jr.		President and Director (principal executive officer)

/s/ RICHARD J. GALANIS Richard J. Galanis		Chief Financial Officer (principal financial officer and principal accounting officer)

/s/ KENNETH C. DAHLBERG Kenneth C. Dahlberg		Director

/s/ MICHAEL J. MANCUSO Michael J. Mancuso		Director

/s/ DAVID A. SAVNER David A. Savner		Director



		GENERAL DYNAMICS ARMAMENT SYSTEMS, INC. By: /s/ DAVID A. SAVNER David A. Savner Vice President


Signature		Title


/s/ LINDA P. HUDSON Linda P. Hudson		President and Director (principal executive officer)

/s/ ROBERT SELEE Robert Selee		Vice President — Finance (principal financial officer and principal accounting officer)

/s/ MICHAEL J. MANCUSO Michael J. Mancuso		Director

/s/ DAVID A. SAVNER David A. Savner		Director

/s/ ARTHUR J. VEITCH Arthur J. Veitch		Director

/s/ WILLIAM W. DAVIS William W. Davis		Director



		GENERAL DYNAMICS DEFENSE SYSTEMS, INC. By: /s/ DAVID A. SAVNER David A. Savner Vice President



		GENERAL DYNAMICS GOVERNMENT SYSTEMS CORPORATION By: /s/ DAVID A. SAVNER David A. Savner Vice President



		GENERAL DYNAMICS INFORMATION SYSTEMS, INC. By: /s/ DAVID A. SAVNER David A. Savner Vice President



		GENERAL DYNAMICS LAND SYSTEMS INC. By: /s/ DAVID A. SAVNER David A. Savner Vice President