Exhibit 2.1 AGREEMENT AND PLAN OF MERGER Dated as of June 3, 1999,Merger Agreement • June 11th, 1999 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
Contract Type FiledJune 11th, 1999 Company Industry Jurisdiction
W I T N E S S E T H :Credit Agreement • October 8th, 1999 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
Contract Type FiledOctober 8th, 1999 Company Industry Jurisdiction
2- 3 final prospectus in accordance with Rules 430A and 424(b)(1) or (4), or (y) prior to the effectiveness of such registration statement, an amendment to such registration statement, including the form of final prospectus supplement. In the case of...Underwriting Agreement • March 19th, 1996 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
Contract Type FiledMarch 19th, 1996 Company Industry Jurisdiction
FIVE-YEAR CREDIT AGREEMENT dated as of March 22, 2000 amongCredit Agreement • June 9th, 2000 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
Contract Type FiledJune 9th, 2000 Company Industry Jurisdiction
EXHIBIT 4.2 AMENDMENT NO. 1 TO RIGHTS AGREEMENT AMENDMENT No. 1, dated as of December 21, 2000, to the Rights Agreement, dated as of August 17, 1994, by and between Litton Industries, Inc. (the "Company") and The Bank of New York (as Rights Agent)...Rights Agreement • January 4th, 2001 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys
Contract Type FiledJanuary 4th, 2001 Company Industry
INDENTUREIndenture • June 15th, 1998 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
Contract Type FiledJune 15th, 1998 Company Industry Jurisdiction
W I T N E S S E T H :364-Day Credit Agreement • October 8th, 1999 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
Contract Type FiledOctober 8th, 1999 Company Industry Jurisdiction
CREDIT AGREEMENT dated as ofCredit Agreement • October 16th, 1995 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
Contract Type FiledOctober 16th, 1995 Company Industry Jurisdiction
Exhibit 4.3 AMENDMENT NO. 2 TO RIGHTS AGREEMENT AMENDMENT No. 2, dated as of January 23, 2001, to the Rights Agreement, dated as of August 17, 1994, by and between Litton Industries, Inc. (the "Company") and The Bank of New York (as Rights Agent), as...Rights Agreement • January 30th, 2001 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys
Contract Type FiledJanuary 30th, 2001 Company Industry
EXHIBIT 10.11 GUARANTEE --------- (NGC of NGSC Outstanding Indenture Debt)Guarantee • April 17th, 2001 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
Contract Type FiledApril 17th, 2001 Company Industry Jurisdiction
RECITALS:Restricted Stock Agreement • October 11th, 2000 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
Contract Type FiledOctober 11th, 2000 Company Industry Jurisdiction
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 TRUSTEEStatement of Eligibility • April 7th, 1998 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys
Contract Type FiledApril 7th, 1998 Company Industry
EXHIBIT 1.1 Litton Industries, Inc. Underwriting AgreementUnderwriting Agreement • April 7th, 1998 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
Contract Type FiledApril 7th, 1998 Company Industry Jurisdiction
CONFORMED COPY AMENDMENT NO. 5 TO CREDIT AGREEMENT AMENDMENT dated as of March 24,1999 among LITTON INDUSTRIES, INC. (the "BORROWER"), the BANKS listed on the signature pages hereof (the "BANKS"), MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent...Credit Agreement • June 14th, 1999 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
Contract Type FiledJune 14th, 1999 Company Industry Jurisdiction
CONFORMED COPY SHORT-TERM CREDIT AGREEMENTShort-Term Credit Agreement • October 8th, 1999 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
Contract Type FiledOctober 8th, 1999 Company Industry Jurisdiction
AMENDMENT ---------Change of Control Employment Agreement • January 5th, 2001 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys
Contract Type FiledJanuary 5th, 2001 Company Industry
INDENTURE DATED AS OFIndenture • June 2nd, 1997 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
Contract Type FiledJune 2nd, 1997 Company Industry Jurisdiction
INDENTURE DATED AS OFIndenture • June 2nd, 1997 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
Contract Type FiledJune 2nd, 1997 Company Industry Jurisdiction
December , 1999 FORM OF EXCHANGE AGENT AGREEMENT The Bank of New York 101 Barclay Street, Floor 21 West New York, New York 10286 Attention: Corporate Trust Trustee Administration Ladies and Gentlemen: Litton Industries, Inc., a Delaware corporation...Exchange Agent Agreement • December 15th, 1999 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
Contract Type FiledDecember 15th, 1999 Company Industry Jurisdiction
December 21, 2000Merger Agreement • January 5th, 2001 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys
Contract Type FiledJanuary 5th, 2001 Company Industry
Exhibit 2.2 COMPANY STOCK OPTION AGREEMENT COMPANY STOCK OPTION AGREEMENT dated as of June 3, 1999 between AVONDALE INDUSTRIES, INC., a Louisiana corporation ("Issuer"), and LITTON INDUSTRIES, INC., a Delaware corporation ("Grantee"). WHEREAS, Issuer...Company Stock Option Agreement • June 11th, 1999 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
Contract Type FiledJune 11th, 1999 Company Industry Jurisdiction
1 EXHIBIT 99.2 ________________________________________________________________ ________________ ______________________________________________________________ __________________ STOCK PURCHASE AGREEMENT Dated as of December 13, 1995Stock Purchase Agreement • February 22nd, 1996 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
Contract Type FiledFebruary 22nd, 1996 Company Industry Jurisdiction
EXHIBIT 10.1 LITTON INDUSTRIES, INC. PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT THIS AGREEMENT is entered into as of ________, by and between Litton Industries, Inc., (the "Company"), and __________ (the "Participant"). WHEREAS, the Company...Performance-Based Restricted Stock Agreement • December 8th, 1999 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
Contract Type FiledDecember 8th, 1999 Company Industry Jurisdiction