Form 10-Q HUNTINGTON INGALLS INDUS For: Sep 30
Exhibit 4.1
SECOND SUPPLEMENTAL INDENTURE
dated as of August 27, 2019
among
Huntington Ingalls Industries, Inc.,
The Guarantor(s) Party Hereto
and
The Bank of New York Mellon,
as Trustee
____________________________
5.000% Senior Notes due 2025
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), entered into as of August 27, 2019, among Huntington Ingalls Industries, Inc., a Delaware corporation (the “Company”), G2, Inc., a Maryland corporation (“G2”), Fulcrum IT Services, LLC, a Virginia limited liability company (“Fulcrum”), The PTR Group, LLC, a Virginia limited liability company (“PTR”, and each of G2, Fulcrum, and PTR, an “Undersigned”), and The Bank of New York Mellon, as trustee (the “Trustee”).
RECITALS
WHEREAS, the Company, the Guarantors party thereto and the Trustee entered into the Indenture, dated as of November 17, 2015, as modified by the First Supplemental Indenture, dated as of February 17, 2017 (as modified, the “Indenture”), relating to the Company’s 5.000% Senior Notes due 2025 (the “Notes”);
WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed pursuant to the Indenture to cause Domestic Subsidiaries that Guarantee, and any Wholly Owned Domestic Subsidiaries that Incur, Debt under the Credit Agreement or that Guarantee or Incur Debt after the Issue Date under any other Credit Facility to enter into this Second Supplemental Indenture to provide Guarantees.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Second Supplemental Indenture hereby agree as follows:
Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
Section 2. Each Undersigned, by its execution of this Second Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.
Exhibit 4.1
Section 3. This Second Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
Section 4. This Second Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.
Section 5. This Second Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Second Supplemental Indenture will henceforth be read together.
Section 6. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the other parties hereto.
[Signature Page to Second Supplemental Indenture (5.000% Notes)]
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.
Huntington Ingalls Industries, Inc., as Issuer
By: _____________________________
Name:
Title:
[signatures continue on the following page.]
Exhibit 4.1
G2, Inc., as a Guarantor
By: ______________________________
Name:
Title:
[signatures continue on the following page.]
Exhibit 4.1
Fulcrum IT Services, LLC, as a Guarantor
By: ______________________________
Name:
Title:
[signatures continue on the following page.]
Exhibit 4.1
The PTR Group, LLC, as a Guarantor
By: ______________________________
Name:
Title:
[signatures continue on the following page.]
Exhibit 4.1
The Bank of New York Mellon, as Trustee
By: ______________________________
Name:
Title:
Exhibit 4.2
FIRST SUPPLEMENTAL INDENTURE
dated as of August 27, 2019
among
Huntington Ingalls Industries, Inc.,
The Guarantor(s) Party Hereto
and
Wells Fargo Bank, National Association,
as Trustee
____________________________
3.483% Senior Notes due 2027
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), entered into as of August 27, 2019, among Huntington Ingalls Industries, Inc., a Delaware corporation (the “Company”), G2, Inc., a Maryland corporation (“G2”), Fulcrum IT Services, LLC, a Virginia limited liability company (“Fulcrum”), The PTR Group, LLC, a Virginia limited liability company (“PTR”, and each of G2, Fulcrum, and PTR, an “Undersigned”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
RECITALS
WHEREAS, the Company, the Guarantors party thereto and the Trustee entered into the Indenture, dated as of December 1, 2017 (the “Indenture”), relating to the Company’s 3.483% Senior Notes due 2027 (the “Notes”);
WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed pursuant to the Indenture to cause Domestic Subsidiaries that Guarantee, and any Wholly Owned Domestic Subsidiaries that Incur, Debt under the Credit Agreement or that Guarantee or Incur Debt after the Issue Date under any other Credit Facility to enter into this First Supplemental Indenture to provide Guarantees.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this First Supplemental Indenture hereby agree as follows:
Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
Section 2. Each Undersigned, by its execution of this First Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.
Exhibit 4.2
Section 3. This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
Section 4. This First Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.
Section 5. This First Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this First Supplemental Indenture will henceforth be read together.
Section 6. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the other parties hereto.
[Signature Page to First Supplemental Indenture (3.483% Notes)]
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first above written.
Huntington Ingalls Industries, Inc., as Issuer
By: _____________________________
Name:
Title:
[signatures continue on the following page.]
Exhibit 4.2
G2, Inc., as a Guarantor
By: ______________________________
Name:
Title:
[signatures continue on the following page.]
Exhibit 4.2
Fulcrum IT Services, LLC, as a Guarantor
By: ______________________________
Name:
Title:
[signatures continue on the following page.]
Exhibit 4.2
The PTR Group, LLC, as a Guarantor
By: ______________________________
Name:
Title:
[signatures continue on the following page.]
Exhibit 4.2
Wells Fargo Bank, National Association, as Trustee
By: ______________________________
Name:
Title:
Exhibit 31.1
CERTIFICATION PURSUANT TO
EXCHANGE ACT RULE 13A-14(A)/15D-14(A)
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, C. Michael Petters, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Huntington Ingalls Industries, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 7, 2019
/s/ C. Michael Petters | |
C. Michael Petters | |
President and Chief Executive Officer | |
Exhibit 31.2
CERTIFICATION PURSUANT TO
EXCHANGE ACT RULE 13A-14(A)/15D-14(A)
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Christopher D. Kastner, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Huntington Ingalls Industries, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 7, 2019
/s/ Christopher D. Kastner | |
Christopher D. Kastner | |
Executive Vice President, Business Management and Chief Financial Officer | |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Huntington Ingalls Industries, Inc. (the “company”) on Form 10-Q for the period ended September 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, C. Michael Petters, the President and Chief Executive Officer of the company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company. |
Date: November 7, 2019
/s/ C. Michael Petters | |
C. Michael Petters | |
President and Chief Executive Officer | |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Huntington Ingalls Industries, Inc. (the “company”) on Form 10-Q for the period ended September 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christopher D. Kastner, Corporate Vice President, Business Management and Chief Financial Officer of the company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company. |
Date: November 7, 2019
/s/ Christopher D. Kastner | |
Christopher D. Kastner | |
Executive Vice President, Business Management and Chief Financial Officer | |