FOURTH SUPPLEMENTAL INDENTURE
Exhibit 4.10
THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of March 30, 2011 (this “Fourth Supplemental
Indenture”), is by and among Titan Holdings II, L.P., a Delaware limited partnership (the
“Company”), The Bank of New York Mellon, a New York state chartered bank, as successor
trustee to JPMorgan Chase Bank (the “Trustee”), and Northrop Grumman Corporation (formerly
known as New P, Inc.), a Delaware corporation (“New NGC”). Capitalized terms used but not
defined herein shall have the meanings assigned to such terms in the Indenture (as defined below).
WHEREAS, the Company and the Trustee are parties to that certain Indenture, dated as of
November 21, 2001, between the Company and the Trustee (as supplemented and/or amended to date, the
“Indenture”);
WHEREAS, the Company’s 3.70% Senior Notes due 2014, 5.05% Senior Notes due 2019, 1.850% Senior
Notes due 2015, 3.500% Senior Notes due 2021, and 5.050% Senior Notes due 2040 are outstanding
under the Indenture (the “Securities”);
WHEREAS, the Company intends to transfer its properties and assets substantially as an
entirety to New NGC (the “Transfer”) as contemplated by Section 801 of the Indenture; and
WHEREAS, Section 901(1) of the Indenture provides that the Company, when authorized by a Board
Resolution, may enter into an indenture supplemental to the Indenture to evidence the succession of
another Person to the Company and the assumption by any such successor of the covenants of the
Company in the Indenture and in the Securities.
NOW, THEREFORE, the Company and New NGC covenant and agree to and with the Trustee, for the
equal and proportionate benefit of all present and future Holders of the Securities, as follows:
1. Assumption of Obligations by New NGC. In accordance with Sections 801 and 802 of
the Indenture and effective upon consummation of the Transfer, New NGC hereby expressly assumes the
due and punctual payment of the principal of and any premium and interest on all the Securities and
the performance or observance of every covenant of the Indenture on the part of the Company to be
performed or observed and effective upon consummation of the Transfer New NGC shall succeed to, and
be substituted for, and may exercise every right and power of, the Company under the Indenture with
the same effect as if New NGC had been named as the Company therein, and effective upon
consummation of the Transfer the Company shall be relieved of all obligations and covenants under
the Indenture and the Securities.
2. Amendment of Indenture. Section 105(2) of the Indenture shall be amended and
restated in its entirety as follows:
“(2) the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to the Company addressed to it at Northrop Grumman
Corporation,1840 Xxxxxxx Xxxx Xxxx, Xxx Xxxxxxx, XX 00000, Attention: Xxxx Xxxxxxxxxx,
Corporate Vice President and Treasurer, or at any other address previously furnished in
writing to the Trustee by the Company.”
3. Acknowledgement of Trustee. The Trustee hereby acknowledges receipt of the
following documents pursuant to the provisions of the Indenture:
| (a) | A Board Resolution of the Company authorizing the execution of this Fourth Supplemental Indenture, as required by Section 901 of the Indenture. | ||
| (b) | An Officers’ Certificate of the Company as required by Sections 102 and 801 of the Indenture. | ||
| (c) | An Opinion of Counsel as required by Sections 102, 801 and 903 of the Indenture. |
4. Incorporation by Reference. This Fourth Supplemental Indenture shall be construed
as supplemental to the Indenture and shall form a part thereof. The Indenture is hereby
incorporated by reference herein and is hereby ratified, approved, and confirmed.
5. Effect of Headings. The headings herein are for convenience of reference only, are
not to be considered a part hereof, and shall not affect the construction hereof.
6. Successors and Assigns. All covenants and agreements in this Fourth Supplemental
Indenture by the Company and New NGC shall bind their successors and assigns, whether so expressed
or not.
7. Separability Clause. In case any provision in this Fourth Supplemental Indenture
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.
8. Governing Law. This Fourth Supplemental Indenture shall be governed by and
construed in accordance with the law of the State of New York, without regard to principles of
conflicts of laws.
9. Additional Supplemental Indentures. Nothing contained herein shall impair the
rights of the parties to enter into one or more additional supplemental indentures in the manner
provided in the Indenture.
10. Counterparts. This Fourth 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.
11. Trustee. In carrying out the Trustee’s responsibilities hereunder, the Trustee
shall have all of the rights, protections and immunities which it possesses under the Indenture.
The Trustee makes no representations as to the validity or sufficiency of this Fourth Supplemental
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Indenture. The recitals and statements herein are deemed to be those of the Company and New
NGC and not of the Trustee.
12. Benefits. Nothing in this Fourth Supplemental Indenture, express or implied, shall
give to any Person, other than the parties hereto and their successors and the Holders, any benefit
or any legal or equitable right or claim under this Fourth Supplemental Indenture.
13. Notice to Trustee. New NGC shall give the Trustee prompt notice of the
consummation of the Transfer.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be
duly executed as of March 30, 2011.
| TITAN HOLDINGS II, L.P. | ||||||||||
| /s/ Xxxx Xxxxxxxxxx | ||||||||||
| By: | Xxxx Xxxxxxxxxx | |||||||||
| Its: | President | |||||||||
| Attest: | ||||||||||
| /s/ Xxxxxxx X. Xxxxx | ||||||||||
By:
|
Xxxxxxx X. Xxxxx | |||||||||
Its:
|
Secretary | |||||||||
| NORTHROP GRUMMAN CORPORATION | ||||||||||
| /s/ Xxxx Xxxxxxxxxx | ||||||||||
| By: | Xxxx Xxxxxxxxxx | |||||||||
| Its: | Corporate Vice President and Treasurer | |||||||||
| Attest: | ||||||||||
| /s/ Xxxx Xxxxxx | ||||||||||
By:
|
Xxxx Xxxxxx | |||||||||
Its:
|
Assistant Treasurer | |||||||||
| THE BANK OF NEW YORK MELLON, | ||||||||||
| as Trustee | ||||||||||
| /s/ Xxxxxxxx X. X’Xxxxx | ||||||||||
| By: | Xxxxxxxx X. X’Xxxxx | |||||||||
| Its: | Vice President | |||||||||
[Signature Page to Fourth Supplemental Indenture – 2001 NGC Indenture]
