EXHIBIT 4-9
DEBT WARRANT AGREEMENT
dated as of _______________
for
WARRANTS TO PURCHASE DEBT SECURITIES
between
NORTHROP GRUMMAN CORPORATION
and
(NAME OF DEBT WARRANT AGENT),
as Debt Warrant Agent
ALTERNATIVES REPRESENTED BY BRACKETED
OR BLANK SECTIONS HEREIN SHALL BE DETERMINED
IN CONFORMITY WITH THE APPLICABLE PROSPECTUS
SUPPLEMENT OR SUPPLEMENTS
TABLE OF CONTENTS
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Page
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Article 1. Issuance Of Debt Warrants And Execution And Delivery Of Debt Warrant
Certificates ............................................................................................. 1
1.1 Issuance Of Debt Warrants........................................................................ 1
1.2 Form Of Execution Of Debt Warrant Certificates................................................... 2
1.3 Issuance And Delivery Of Debt Warrant Certificates............................................... 3
1.4 Temporary Debt Warrant Certificates.............................................................. 4
1.5 Payment Of Taxes................................................................................. 4
1.6 "Holder"......................................................................................... 4
Article 2. Duration And Exercise Of Debt Warrants......................................................... 5
2.1 Duration Of Debt Warrants........................................................................ 5
2.2 Exercise Of Debt Warrants........................................................................ 5
Article 3. Other Provisions Relating To Rights Of Holders Of Debt Warrants................................ 7
3.1 No Rights As Holder Of Underlying Debt Security
Conferred By Debt Warrants Or Debt Warrant Certificates.......................................... 7
3.2 Lost, Stolen, Destroyed Or Mutilated Debt Warrant Certificates................................... 7
3.3 Holder Of Debt Warrants May Enforce Rights....................................................... 7
Article 4. Exchange And Transfer Of Debt Warrants......................................................... 8
4.1 [Debt Warrant Register;] Exchange And Transfer Of Debt Warrants.................................. 8
4.2 Treatment Of Holders Of Debt Warrants............................................................ 9
4.3 Cancellation Of Debt Warrant Certificates........................................................ 9
Article 5. Concerning The Debt Warrant Agent.............................................................. 9
5.1 Debt Warrant Agent............................................................................... 9
5.2 Conditions Of Debt Warrant Agent's Obligations................................................... 10
5.3 Resignation And Removal; Appointment Of Successor................................................ 12
5.4 Office........................................................................................... 14
Article 6. Miscellaneous.................................................................................. 14
6.1 Consolidation Or Merger Of The Company And
Conveyance Or Transfer Permitted Subject To Certain Conditions................................... 14
6.2 Rights And Duties Of Successor Corporation....................................................... 15
6.3 Supplements And Amendments....................................................................... 15
6.4 Notices And Demands To The Company And Debt Warrant Agent........................................ 16
6.5 Addresses For Notices............................................................................ 16
6.6 Governing Law.................................................................................... 16
6.7 Delivery Of Prospectus........................................................................... 16
6.8 Governmental Approvals........................................................................... 16
6.9 Persons Having Rights Under Debt Warrant Agreement............................................... 17
6.10 Headings......................................................................................... 17
6.11 Counterparts..................................................................................... 17
6.12 Inspection Of Agreement.......................................................................... 17
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THIS DEBT WARRANT AGREEMENT, dated as of _____________, between
Northrop Grumman Corporation, a Delaware corporation (the "Company"), and
_________________, a _________________ organized and existing under the laws of
__________________, warrant agent (the "Debt Warrant Agent").
WHEREAS, the Company has entered into an Indenture dated as of
____________________, _____ (the "Indenture") with ________________________,
trustee (the "Trustee"), providing for the issuance by the Company from time to
time, in one or more series, of debt securities evidencing its unsecured,
[senior] [subordinated] indebtedness (such debt securities being referred to as
the "Debt Securities"); and
WHEREAS, the Company proposes to issue warrants (the "Debt Warrants")
representing the right to purchase Debt Securities of one or more series (the
"Underlying Debt Securities"); and
WHEREAS, the Company has duly authorized the execution and delivery of
this Debt Warrant Agreement to provide for the issuance of Debt Warrants to be
exercisable at such times and for such prices, and to have such other
provisions, as shall be fixed as hereinafter provided.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE 1.
ISSUANCE OF DEBT WARRANTS AND EXECUTION AND DELIVERY
OF DEBT WARRANT CERTIFICATES
1.1 ISSUANCE OF DEBT WARRANTS. Debt Warrants may be issued from time
to time, together with or separately from any Securities (the "Offered Debt
Securities"). Prior to the issuance of any Debt Warrants, there shall be
established by or pursuant to a resolution or resolutions duly adopted by the
Company's Board of Directors or by any committee thereof duly authorized to act
with respect thereto (a "Board Resolution"):
(a) the title and aggregate number of such Debt Warrants;
(b) whether such Debt Warrants are to be issued with any Offered
Debt Securities and, if so, the title, aggregate principal amount and terms
of any such Offered Debt Securities; the number of Debt Warrants to be
issued with each $1,000 principal amount of such Offered Debt Securities
(or such other principal amount of such Offered Debt Securities as is
provided for in the Board Resolution); and the date, if any, on and after
which such Debt
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Warrants and such Offered Debt Securities will be separately transferable
(the "Detachable Date");
(c) the title, aggregate principal amount, ranking and terms
[(including the subordination and conversion provisions)] of the Underlying
Debt Securities that may be purchased upon exercise of such Debt Warrants;
(d) he time or times at which, or period or periods during
which, such Debt Warrants may be exercised and the final date on which such
Debt Warrants may be exercised (the "Expiration Date");
(e) the principal amount of Underlying Debt Securities that may
be purchased upon exercise of each Debt Warrant and the price, or the
manner of determining the price (the "Debt Warrant Price"), at which such
principal amount may be purchased upon such exercise;
(f) the currency or currencies, including composite currencies
or currency units, in which the price of such Debt Warrants, the principal
of or any premium or interest on the Debt Securities purchasable upon the
exercise of such Debt Warrants and the exercise price of such Debt
Warrants, will be payable.
(g) the terms of any right to redeem such Debt Warrants; and
(h) any other terms of such Debt Warrants not inconsistent with
the provisions of this Agreement.
1.2 FORM OF EXECUTION OF DEBT WARRANT CERTIFICATES.
(a) The Debt Warrants shall be evidenced by warrant certificates
(the "Debt Warrant Certificates"), which may be in registered or bearer
form and otherwise shall be substantially in such form or forms as shall be
established by or pursuant to a Board Resolution. Each Debt Warrant
Certificate, whenever issued, shall be dated the date it is countersigned
by the Debt Warrant Agent and may have such letters, numbers or other
identifying marks and such legends or endorsements printed, lithographed or
engraved thereon as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any applicable law, rule or
regulation or with any rule or regulation of any securities exchange on
which the Debt Warrants may be listed, or to conform to usage, as the
officer of the Company executing the same may approve (such officer's
execution thereof to be conclusive evidence of such approval). Each Debt
Warrant Certificate shall evidence one or more Debt Warrants.
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(b) The Debt Warrant Certificates shall be signed in the name
and on behalf of the Company by its Chairman, its President or a Vice
President (any reference to a Vice President of the Company herein shall be
deemed to include any Vice President of the Company whether or not
designated by a number or a word or words added before or after the title
"Vice President") under its corporate seal, and attested by its Secretary
or an Assistant Secretary. Such signatures may be manual or facsimile
signatures of the present or any future holder of any such office and may
be imprinted or otherwise reproduced on the Debt Warrant Certificates. The
seal of the Company may be in the form of a facsimile thereof and may be
impressed, affixed, imprinted or otherwise reproduced on the Debt Warrant
Certificates.
(c) No Debt Warrant Certificate shall be valid for any purpose,
and no Debt Warrant evidenced thereby shall be deemed issued or
exercisable, until such Debt Warrant Certificate has been countersigned by
the manual or facsimile signature of the Debt Warrant Agent. Such signature
by the Debt Warrant Agent upon any Debt Warrant Certificate executed by the
Company shall be conclusive evidence that the Debt Warrant Certificate so
countersigned has been duly issued hereunder.
(d) In case any officer of the Company who shall have signed any
Debt Warrant Certificate either manually or by facsimile signature shall
cease to be such officer before the Debt Warrant Certificate so signed
shall have been countersigned and delivered by the Debt Warrant Agent, such
Debt Warrant Certificate nevertheless may be countersigned and delivered as
though the person who signed such Debt Warrant Certificate had not ceased
to be such officer of the Company; and any Debt Warrant Certificate may be
signed on behalf of the Company by such person as, at the actual date of
the execution of such Debt Warrant Certificate, shall be the proper officer
of the Company, although at the date of the execution of this Agreement
such person was not such an officer.
1.3 ISSUANCE AND DELIVERY OF DEBT WARRANT CERTIFICATES. At any time
and from time to time after the execution and delivery of this Agreement, the
Company may deliver Debt Warrant Certificates executed by the Company to the
Debt Warrant Agent for countersignature. Except as provided in the following
sentence, the Debt Warrant Agent shall thereupon countersign and deliver such
Debt Warrant Certificates to or upon the written request of the Company.
Subsequent to the original issuance of a Debt Warrant Certificate evidencing
Debt Warrants, the Debt Warrant Agent shall countersign a new Debt Warrant
Certificate evidencing such Debt Warrants only if such Debt Warrant Certificate
is issued in exchange or substitution for one or more previously countersigned
Debt Warrant
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Certificates evidencing such Debt Warrants or in connection with their transfer,
as hereinafter provided.
1.4 TEMPORARY DEBT WARRANT CERTIFICATES. Pending the preparation of
definitive Debt Warrant Certificates, the Company may execute, and upon the
order of the Company the Debt Warrant Agent shall countersign and deliver,
temporary Debt Warrant Certificates that are printed, lithographed, typewritten,
mimeographed or otherwise produced, substantially of the tenor of the definitive
Debt Warrant Certificates in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officer executing such Debt Warrant Certificates may determine, as evidenced by
such officer's execution of such Debt Warrant Certificates.
If temporary Debt Warrant Certificates are issued, the Company will
cause definitive Debt Warrant Certificates to be prepared without unreasonable
delay. After the preparation of definitive Debt Warrant Certificates, the
temporary Debt Warrant Certificates shall be exchangeable for definitive Debt
Warrant Certificates upon surrender of the temporary Debt Warrant Certificates
at the corporate trust office of the Debt Warrant Agent [or _____], without
charge to the Holder, as defined in Section 1.6 hereof. Upon surrender for
cancellation of any one or more temporary Debt Warrant Certificates, the Company
shall execute, and the Debt Warrant Agent shall countersign and deliver in
exchange therefor, definitive Debt Warrant Certificates representing the same
aggregate number of Debt Warrants. Until such exchanges, the temporary Debt
Warrant Certificates shall in all respects be entitled to the same benefits
under this Agreement as definitive Debt Warrant Certificates.
1.5 PAYMENT OF TAXES. The Company will pay all stamp and other
duties, if any, to which this Agreement or the original issuance of the Debt
Warrants or Debt Warrant Certificates may be subject under the laws of the
United States of America or any state or locality.
1.6 "HOLDER". The term "Holder" or "Holders," as used herein with
reference to a Debt Warrant Certificate, shall mean [if registered Debt
Warrants--the person or persons in whose name such Debt Warrant Certificate
shall then be registered as set forth in the Debt Warrant Register to be
maintained by the Debt Warrant Agent pursuant to Section 4.1 for that purpose
[if bearer Debt Warrants -- the bearer of such Debt Warrant Certificate] or, in
the case of Debt Warrants that are issued with Offered Debt Securities and
cannot then be transferred separately therefrom, [if registered Offered Debt
Securities and Debt Warrants that are not then detachable -- the person or
persons in whose name the related Offered Debt Securities shall be registered as
set forth in the security register to be maintained by the Trustee for such
Offered Debt Securities pursuant to the Indenture] [if bearer Offered Debt
Securities and Debt Warrants that are not then detachable -- the bearer of the
related Offered Debt Security], prior to the Detachable Date. [If registered
Offered Debt
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Securities and Debt Warrants that are not then detachable -- the Company will,
or will cause the security registrar of any such Offered Debt Securities to,
make available to the Debt Warrant Agent at all times (including on and after
the Detachable Date, in the case of Debt Warrants originally issued with Offered
Debt Securities and not subsequently transferred separately therefrom) such
information as to holders of Offered Debt Securities with Debt Warrants as may
be necessary to keep the Warrant Register up to date.]
ARTICLE 2.
DURATION AND EXERCISE OF DEBT WARRANTS
2.1 DURATION OF DEBT WARRANTS. Each Debt Warrant may be exercise at
the time or times, or during the period or periods, provided by or pursuant to
the Board Resolution relating thereto and specified in the Debt Warrant
Certificate evidencing such Debt Warrant. Each Debt Warrant not exercised at or
before 5:00 P.M., New York City time, on its Expiration Date shall become void,
and all rights of the Holder of such Debt Warrant thereunder and under this
Agreement shall cease.
2.2 EXERCISE OF DEBT WARRANTS.
(a) The Holder of a Debt Warrant shall have the right, at its
option, to exercise such Debt Warrant and, subject to subsection (f) of
this Section 2.2, purchase the principal amount of Underlying Debt
Securities provided for therein at the time or times or during the period
or periods referred to in Section 2.1 and specified in the Debt Warrant
Certificate evidencing such Debt Warrant. Except as may be provided in a
Debt Warrant Certificate, a Debt Warrant may be exercised by completing the
form of election to purchase set forth on the reverse side of the Debt
Warrant Certificate, by duly executing and delivering the same, together
with payment in full of the Debt Warrant Price in lawful money of the
[United States of America,] in cash or by certified or official bank check
or by bank wire transfer, to the Debt Warrant Agent. Except as may be
provided in a Debt Warrant Certificate, the date on which such Debt Warrant
Certificate and payment are received by the Debt Warrant Agent as aforesaid
shall be deemed to be the date on which the Debt Warrant is exercised and
the Underlying Debt Securities issued.
(b) Upon the exercise of a Debt Warrant, the Company shall
issue, pursuant to the Indenture, in authorized denominations to or upon
the order of the Holder of such Debt Warrant, the Underlying Debt
Securities to which such Holder is entitled, in the form required under
such Indenture, registered, in the case of Underlying Debt Securities in
registered form, in such name or names as may be directed by such Holder.
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(c) If fewer than all of the Debt Warrants evidenced by a Debt
Warrant Certificate are exercised, the Company shall execute, and an
authorized officer of the Debt Warrant Agent shall countersign and deliver,
a new Debt Warrant Certificate evidencing the number of Debt Warrants
remaining unexercised.
(d) The Debt Warrant Agent shall deposit all funds received by
it in payment of the Debt Warrant Price in the account of the Company
maintained with it for such purpose and shall advise the Company by
telephone by 5:00 P.M., New York City time, of each day on which a payment
of the Debt Warrant Price for Debt Warrants is received of the amount so
deposited in its account. The Debt Warrant Agent shall promptly confirm
such telephone advice in writing to the Company.
(e) The Debt Warrant Agent shall, from time to time, as promptly
as practicable, advise the Company and the Trustee of (i) the number of
Debt Warrants of each title exercised as provided herein, (ii) the
instructions of each Holder with respect to delivery of the Underlying debt
Securities to which such Holder is entitled upon such exercise, (iii) the
delivery of Debt Warrant Certificates evidencing the balance, if any, of
the Debt Warrants remaining unexercised after such exercise, and (iv) such
other information as the Company or the Trustee shall reasonably require.
Such notice may be given by telephone, to be promptly confirmed in writing.
(f) The Holder, and not the Company, shall be required to pay
any stamp or other tax or other governmental charge that may be imposed in
connection with any transfer involved in the issuance of the Underlying
Debt Securities; and in the event that any such transfer is involved, the
Company shall not be required to issue any Underlying Debt Securities (and
the Holder's purchase of the Underlying Debt Securities upon the exercise
of such Holder's Debt Warrant shall not be deemed to have been consummated)
until such tax or other charge shall have been paid or it has been
established to the Company's satisfaction that no such tax or other charge
is due.
ARTICLE 3.
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
OF DEBT WARRANTS
3.1 NO RIGHTS AS HOLDER OF UNDERLYING DEBT SECURITY CONFERRED BY DEBT
WARRANTS OR DEBT WARRANT CERTIFICATES. No Debt Warrant or Debt Warrant
Certificate shall entitle the Holder to any of the rights of a holder of
Underlying Debt Securities, including, without limitation, the right to receive
the payment of principal of (or premium, if any,
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on) or interest, if any, on Underlying Debt Securities or to enforce any of the
covenants in the Indenture.
3.2 LOST, STOLEN, DESTROYED OR MUTILATED DEBT WARRANT CERTIFICATES.
Upon receipt by the Company and the Debt Warrant Agent of evidence reasonably
satisfactory to them of the ownership of and the loss, theft, destruction or
mutilation of any Debt Warrant Certificate and of indemnity (other than in
connection with any mutilated Debt Warrant certificates surrendered to the Debt
Warrant Agent for cancellation) reasonably satisfactory to them, the Company
shall execute, and the Debt Warrant Agent shall countersign and deliver, in
exchange for or in lieu of each lost, stolen, destroyed or mutilated Debt
Warrant Certificate, a new Debt Warrant Certificate evidencing a like number of
Debt Warrants of the same title. Upon the issuance of a new Debt Warrant
Certificate under this Section, the Company may require the payment of a sum
sufficient to cover any stamp or other tax or other governmental charge that may
be imposed in connection therewith and any other expenses (including the fees
and expenses of the Debt Warrant Agent) in connection therewith. Every
substitute Debt Warrant Certificate executed and delivered pursuant to this
Section in lieu of any lost, stolen or destroyed Debt Warrant Certificate shall
represent a contractual obligation of the Company, whether or not such lost,
stolen or destroyed Debt Warrant Certificate shall be at any time enforceable by
anyone, and shall be entitled to the benefits of this Agreement equally and
proportionately with any and all other Debt Warrant Certificates, duly executed
and delivered hereunder, evidencing Debt Warrants of the same title. The
provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement of lost,
stolen, destroyed or mutilated Debt Warrant Certificates.
3.3 HOLDER OF DEBT WARRANTS MAY ENFORCE RIGHTS. Notwithstanding any
of the provisions of this Agreement, a Holder, without the consent of the Debt
Warrant Agent, the Trustee, the holder of any Underlying Debt Securities or the
Holder of any other Debt Warrant, may, on its own behalf and for its own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Company to enforce, or otherwise in respect of, its right to
exercise its Debt Warrant or Debt Warrants in the manner provided in this
Agreement and its Debt Warrant Certificate.
ARTICLE 4.
EXCHANGE AND TRANSFER OF DEBT WARRANTS
4.1 [DEBT WARRANT REGISTER;] EXCHANGE AND TRANSFER OF DEBT WARRANTS.
[If registered Debt Warrants -- The Debt Warrant Agent shall maintain, at its
corporate trust office [or at _________________], a register (the "Debt Warrant
Register") in which, upon the issuance of Debt Warrants,
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or on and after the Detachable Date in the case of Debt Warrants not separately
transferable prior thereto, and, subject to such reasonable regulations as the
Debt Warrant Agent may prescribe, it shall register Debt Warrant Certificates
and exchanges and transfers thereof. The Debt Warrant Register shall be in
written form or in any other form capable of being converted into written form
within a reasonable time.]
Except as provided in the following sentence, upon surrender at the
corporate trust office of the Debt Warrant Agent [or at ____________________],
Debt Warrant Certificates may be exchanged for one or more other Debt Warrant
Certificates evidencing the same aggregate number of Debt Warrants of the same
title, or may be transferred in whole or in part. A Debt Warrant Certificate
evidencing Debt Warrants that are not then transferable separately from the
Offered Debt Security with which they were issued may be exchanged or
transferred prior to its Detachable Date only together with such Offered Debt
Security and only for the purpose of effecting, or in conjunction with, an
exchange or transfer of such Offered Debt Security; and on or prior to the
Detachable Date, [if registered Offered Debt Securities and Debt Warrants --each
exchange or transfer of such Offered Debt Security on the security register of
the Offered Debt Securities shall operate also to exchange or transfer the
related Debt Warrants] [if bearer Offered Debt Securities and Debt Warrants --an
exchange or transfer of possession of the related Offered Debt Security shall
operate also to exchange or transfer the related Debt Warrants]. [If registered
Debt Warrants -- A transfer shall be registered upon surrender of a Debt Warrant
Certificate to the Debt Warrant Agent at its corporate trust office [or at
________________] for transfer, properly endorsed or accompanied by appropriate
instruments of transfer and written instructions for transfer, all in form
satisfactory to the Company and the Debt Warrant Agent.] Whenever a Debt Warrant
Certificate is surrendered for exchange or transfer, the Debt Warrant Agent
shall countersign and deliver to the person or persons entitled thereto one or
more Debt Warrant Certificates duly executed by the Company, as so requested.
The Debt Warrant Agent shall not be required to effect any exchange or transfer
which will result in the issuance of a Debt Warrant Certificate evidencing a
fraction of a Debt Warrant. All Debt Warrant Certificates issued upon any
exchange or transfer of a Debt Warrant Certificate shall be the valid
obligations of the Company, evidencing the same obligations, and entitled to the
same benefits under this Agreement, as the Debt Warrant Certificate surrendered
for such exchange or transfer.
No service charge shall be made for any exchange or transfer of Debt
Warrants, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any such
exchange or transfer, in accordance with Section 2.2(f) hereof.
4.2 TREATMENT OF HOLDERS OF DEBT WARRANTS. Every Holder of a Debt
Warrant, by accepting the Debt Warrant Certificate evidencing the
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same, consents and agrees with the Company, the Debt Warrant Agent and with
every other Holder of Debt Warrants of the same title that the Company and the
Debt Warrant Agent may treat the Holder of a Debt Warrant Certificate (or, if
the Debt Warrant Certificate is not then detachable, the Holder of the related
Offered Debt Security) as the absolute owner of such Debt Warrant for all
purposes and as the person entitled to exercise the rights represented by such
Debt Warrant, any notice to the contrary notwithstanding.
4.3 CANCELLATION OF DEBT WARRANT CERTIFICATES. In the event that the
Company shall purchase, redeem or otherwise acquire any Debt Warrants after the
issuance thereof, the Debt Warrant Certificate or Certificates evidencing such
Debt Warrants shall thereupon be delivered to the Debt Warrant Agent and be
canceled by it. The Debt Warrant Agent shall also cancel any Debt Warrant
Certificate (including any mutilated Debt Warrant Certificate) delivered to it
for exercise, in whole or in part, or for exchange [or transfer] [if Debt
Warrant Certificates are issued in bearer form -- , except that Debt Warrant
Certificates delivered to the Debt Warrant Agent in exchange for Debt Warrant
Certificates of other denominations may be retained by the Debt Warrant Agent
for reissue]. Debt Warrant Certificates so canceled shall be delivered by the
Debt Warrant Agent to the Company from time to time, or disposed of in
accordance with the instructions of the Company.
ARTICLE 5.
CONCERNING THE DEBT WARRANT AGENT
5.1 DEBT WARRANT AGENT. The Company hereby appoints
_________________________________ as Debt Warrant Agent of the Company in
respect of the Debt Warrants and the Debt Warrant Certificates upon the terms
and subject to the conditions set forth herein; and ____________________ hereby
accepts such appointment. The Debt Warrant Agent shall have the powers and
authority granted to and conferred upon it hereby and such further powers and
authority to act on behalf of the Company as the Company may hereafter grant to
or confer upon it. All of the terms and provisions with respect to such powers
and authority contained in any Debt Warrant Certificate are subject to and
governed by the terms and provisions hereof.
5.2 CONDITIONS OF DEBT WARRANT AGENT'S OBLIGATIONS. The Debt Warrant
Agent accepts its obligations set forth herein upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of which the rights hereunder of the Holders shall be subject:
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(a) COMPENSATION AND INDEMNIFICATION. The Company agrees to
promptly pay the Debt Warrant Agent the compensation to be set forth as an
exhibit hereto and to reimburse the Debt Warrant Agent for reasonable out-
of-pocket expenses (including counsel fees) incurred by the Debt Warrant
Agent in connection with the services rendered hereunder by the Debt
Warrant Agent. The Company also agrees to indemnify the Debt Warrant Agent
for, and to hold it harmless against, any loss, liability or expense
(including the reasonable costs and expenses of defending against any claim
of liability) incurred without negligence or bad faith on the part of the
Debt Warrant Agent arising out of or in connection with its appointment as
Debt Warrant Agent hereunder.
(b) AGENT FOR THE COMPANY. In acting under this Agreement and in
connection with any Debt Warrant Certificate, the Debt Warrant Agent is
acting solely as agent of the Company and does not assume any obligation or
relationship of agency or trust for or with any Holder.
(c) COUNSEL. The Debt Warrant Agent may consult with counsel
satisfactory to it, and the advice of such 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 accordance with
the advice of such counsel.
(d) DOCUMENTS. The Debt Warrant Agent shall be protected and
shall incur no liability for or in respect of any action taken, suffered or
omitted by it in reliance upon any notice, direction, consent, certificate,
affidavit, statement or other paper or document reasonably believed by it
to be genuine and to have been presented or signed by the proper parties.
(e) OFFICER'S CERTIFICATE. Whenever in the performance of its
duties hereunder the Debt Warrant Agent shall reasonably deem it necessary
that any fact or matter be proved or established by the Company prior to
taking, suffering or omitting any action hereunder, the Debt Warrant Agent
may (unless other evidence in respect thereof be herein specifically
prescribed), in the absence of bad faith on its party, rely upon a
certificate signed by the Chairman, the President, a Vice President, the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary
of the Company (an "Officer's Certificate") delivered by the Company to the
Debt Warrant Agent.
(f) ACTIONS THROUGH AGENTS. The Debt Warrant Agent may execute
and exercise any of the rights or powers hereby vested in it or perform any
duty hereunder either itself or by or through its attorneys or agents, and
the Debt Warrant Agent shall not be answerable or accountable for
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any act, default, neglect or misconduct of any such attorney or agent or
for any loss to the Company resulting from such neglect or misconduct;
provided, however, that reasonable care shall have been exercised in the
selection and continued employment of such attorneys and agents.
(g) CERTAIN TRANSACTIONS. The Debt Warrant Agent, and any
officer, director or employee thereof, may become the owner of, or acquire
any interest in, any Debt Warrant, with the same rights that he, she or it
would have if it were not the Debt Warrant Agent, and, to the extent
permitted by applicable law, he, she or it may engage or be interested in
any financial or other transaction with the Company and may serve on, or as
depositary, trustee or agent for, any committee or body of holders of
Underlying Debt Securities or other obligations of the Company as if it
were not the Debt Warrant Agent. Nothing in this Agreement shall be deemed
to prevent the Debt Warrant Agent from acting as Trustee under the
Indenture.
(h) NO LIABILITY FOR INTEREST. The Debt Warrant Agent shall not
be liable for interest on any monies at any time received by it pursuant to
any of the provisions of this Agreement or of the Debt Warrant
Certificates, except as otherwise agreed with the Company.
(i) NO LIABILITY FOR INVALIDITY. The Debt Warrant Agent shall
incur no liability with respect to the validity of this Agreement (except
as to the due execution hereof by the Debt Warrant Agent) or any Debt
Warrant Certificate (except as to the countersignature thereof by the Debt
Warrant Agent).
(j) NO RESPONSIBILITY FOR COMPANY REPRESENTATIONS. The Debt
Warrant Agent shall not be responsible for any of the recitals or
representations contained herein (except as to such statements or recitals
as describe the Debt Warrant Agent or action taken or to be taken by it) or
in any Debt Warrant Certificate (except as to the Debt Warrant Agent's
countersignature on such Debt Warrant Certificate), all of which recitals
and representations are made solely by the Company.
(k) NO IMPLIED OBLIGATIONS. The Debt Warrant Agent shall be
obligated to perform only such duties as are specifically set forth herein,
and no other duties or obligations shall be implied. The Debt Warrant Agent
shall not be under any obligation to take any action hereunder that may
subject it to any expense or liability, the payment of which within a
reasonable time is not, in its reasonable opinion, assured to it. The Debt
Warrant Agent shall not be accountable or under any duty or responsibility
for the use by the Company of any Debt Warrant Certificate countersigned by
the Debt Warrant Agent and delivered by it to the Company pursuant to this
Agreement or for the
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application by the Company of the proceeds of the issuance or exercise of
Debt Warrants. The Debt Warrant Agent shall have no duty or responsibility
in case of any default by the Company in the performance of its covenants
or agreements contained herein or in any Debt Warrant Certificate or in
case of the receipt of any written demand from a Holder with respect to
such default, including, without limiting the generality of the foregoing,
any duty or responsibility to initiate or attempt to initiate any
proceedings at law or otherwise or, except as provided in Section 6.4
hereof, to make any demand upon the Company.
(l) COMPLIANCE WITH APPLICABLE LAWS. The Debt Warrant Agent
agrees to comply with all applicable federal and state laws imposing
obligations on it in respect of the services rendered by it under this Debt
Warrant Agreement and in connection with the Debt Warrants, including (but
not limited to) the provisions of United States federal income tax laws
regarding information reporting and backup withholding. The Debt Warrant
Agent expressly assumes all liability for its failure to comply with any
such laws imposing obligations on it, including (but not limited to) any
liability for failure to comply with any applicable provisions of United
States federal income tax laws regarding information reporting and backup
withholding.
5.3 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.
(a) The Debt Warrant Agent may at any time resign as such by
giving written notice to the Company, specifying the date on which such
resignation shall become effective; provided that such date shall not be
less than 90 days after the date on which such notice is given, unless the
Company agrees to accept a shorter notice. The Debt Warrant Agent may be
removed at any time by the filing with it of an instrument in writing
signed on behalf of the Company and specifying such removal and the date
when it shall become effective. Notwithstanding the two preceding
sentences, such resignation or removal shall take effect only upon the
appointment by the Company, as hereinafter provided, of a successor Debt
Warrant Agent (which shall be a bank or trust company organized and doing
business under the laws of the United States of America, any state thereof
or the District of Columbia, authorized under the laws of such jurisdiction
to exercise corporate trust powers and having at the time of its
appointment as Debt Warrant Agent a combined capital and surplus (as set
forth in its most recent published report of condition) of at least
$50,000,000 and the acceptance of such appointment by such successor Debt
Warrant Agent.
(b) In case at any time the Debt Warrant Agent shall resign, or
shall be removed, or shall become incapable of acting, or shall be adjudged
a
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bankrupt or insolvent, or shall file a petition seeking relief under Title
11 of the United States Code, as now constituted or hereafter amended, or
under any other applicable federal or state bankruptcy law or similar law,
or make an assignment for the benefit of its creditors, or consent to the
appointment of a receiver or custodian for all or any substantial part of
its property, or shall admit in writing its inability to pay or meet its
debts as they mature, or if a receiver or custodian for it or for all or
any substantial part of its property shall be appointed, or if an order of
any court shall be entered for relief against it under the provisions of
Title 11 of the United States Code, as now constituted or hereafter
amended, or under any other applicable federal or state bankruptcy or
similar law, or if any public officer shall have taken charge or control of
the Debt Warrant Agent or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, a successor Debt Warrant
Agent, qualified as aforesaid, shall be appointed by the Company by an
instrument in writing, filed with the successor Debt Warrant Agent. Upon
the appointment as aforesaid of a successor Debt Warrant Agent and
acceptance by the successor Debt Warrant Agent of such appointment, the
Debt Warrant Agent so superseded shall cease to be Debt Warrant Agent
hereunder.
(c) Any successor Debt Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such
successor Debt Warrant Agent, without any further act, deed or conveyance,
shall become vested with all the authority, rights, powers, trusts,
immunities, duties and obligations of such predecessor with like effect as
if originally named as Debt Warrant Agent hereunder, and such predecessor,
upon payment of its charges and disbursements then unpaid, shall thereupon
become obligated to transfer, deliver and pay over, and such successor Debt
Warrant Agent shall be entitled to receive, [the Debt Warrant Register and]
all monies, securities and other property on deposit with or held by such
predecessor (together with any books and records relating thereto), as Debt
Warrant Agent hereunder.
(d) The Company shall cause notice of the appointment of any
successor Debt Warrant Agent to be [if registered Debt Warrants -- mailed
by first-class mail, postage prepaid, to each Holder at its address
appearing on the Debt Warrant Register or, in the case of Debt Warrants
that are issued with Offered Debt Securities and cannot then be transferred
separately therefrom, on the security register for the Offered Securities]
[if bearer Debt Warrants -- published in an Authorized Newspaper (as
defined in the Indenture) in The City of New York [and in such other city
or cities as may be specified by the Company] at least twice within any
seven-day period]. Such notice shall set forth the name and address of the
successor Debt Warrant Agent. Failure to give any notice provided for in
this Section 5.3(d), or any defect therein, shall
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not, however, affect the legality or validity of the appointment of the
successor Debt Warrant Agent.
(e) Any corporation into which the Debt Warrant Agent may be
merged or converted, or any corporation with which the Debt Warrant Agent
may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Debt Warrant Agent shall be a
party, or any corporation to which the Debt Warrant Agent shall sell or
otherwise transfer all or substantially all of its assets and business,
shall be the successor Debt Warrant Agent under this Agreement without the
execution or filing of any paper, the giving of any notice to Holders or
any further act on the part of the parties hereto, provided that such
corporation be qualified as aforesaid.
5.4 OFFICE. The Company will maintain an office or agency where Debt
Warrant Certificates may be presented for exchange[, transfer] or exercise. The
office initially designated for this purpose shall be the corporate trust office
of the Debt Warrant Agent at ____________________________.
ARTICLE 6.
MISCELLANEOUS
6.1 CONSOLIDATION OR MERGER OF THE COMPANY AND CONVEYANCE OR TRANSFER
PERMITTED SUBJECT TO CERTAIN CONDITIONS. To the extent permitted in the
Indenture, the Company may consolidate with or merge into another corporation or
other entity, or convey or transfer all or substantially all of its properties
and assets to any other corporation or other entity .
6.2 RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. In case of any such
consolidation, merger, conveyance or transfer and upon any assumption of the
duties and obligations of the Company by the successor corporation, such
successor corporation shall succeed to and be substituted for the Company, with
the same effect as if it had been named herein, and the Company shall be
relieved of any further obligation under this Agreement and the Debt Warrants.
Such successor corporation thereupon may cause to be signed, and may issue
either in its own name or in the name of the Company, any or all of the
Underlying Debt Securities issuable pursuant to the terms hereof. All the
Underlying Debt Securities so issued shall in all respects have the same legal
rank and benefit under the Indenture as the Underlying Debt Securities
theretofore or thereafter issued in accordance with the terms of this Agreement
and the Indenture. In case of any such consolidation, merger, conveyance or
transfer, such changes in phraseology and form (but not in substance) may be
made in the Underlying Debt Securities thereafter to be issued as may be
appropriate.
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6.3 SUPPLEMENTS AND AMENDMENTS.
(a) The Company and the Debt Warrant Agent from time to time may
supplement or amend this Agreement without the approval of any Holder in
order to cure any ambiguity, to correct or supplement any provision
contained herein that may be defective or inconsistent with any other
provision herein, or to make any other provision in regard to matters or
questions arising hereunder that the Company and the Debt Warrant Agent may
deem necessary or desirable and that shall not adversely affect the
interests of the Holders. Every Holder of Debt Warrants, whether issued
before or after any such supplement or amendment, shall be bound thereby.
Promptly after the effectiveness of any supplement or amendment that
affects the interests of the Holders, the Company shall give notice
thereof, as provided in Section 5.3(d) hereof, to the Holders affected
thereby, setting forth, in general terms, the substance of such supplement
or amendment.
(b) The Company and the Debt Warrant Agent may modify or amend
this Agreement and the Debt Warrant Certificates with the consent of the
Holders of not fewer than a majority in number of the then outstanding
unexercised Debt Warrants affected by such modification or amendment, for
any purpose; provided, however, that no such modification or amendment that
shortens the period of time during which the Debt Warrants may be
exercised, or otherwise materially and adversely affects the exercise
rights of the Holders or reduces the percentage of Holders of outstanding
Debt Warrants the consent of which is required for modification or
amendment of this Agreement or the Debt Warrants, may be made without the
consent of each Holder affected thereby.
6.4 NOTICES AND DEMANDS TO THE COMPANY AND DEBT WARRANT AGENT. If
the Debt Warrant Agent shall receive any notice or demand addressed to the
Company by a Holder pursuant to the provisions of this Agreement or a Debt
Warrant Certificate (other than notices relating to the exchange[, transfer] or
exercise of Debt Warrants), the Debt Warrant Agent shall promptly forward such
notice or demand to the Company.
6.5 ADDRESSES FOR NOTICES. Any communications from the Company to
the Debt Warrant Agent with respect to this Agreement shall be directed to
_______________, Attention: ________________, and any communications from the
Debt Warrant Agent to the Company with respect to this Agreement shall be
directed to Northrop Grumman Corporation, 0000 Xxxxxxx Xxxx Xxxx, Xxx Xxxxxxx,
Xxxxxxxxxx 00000, Attention: ____________, with a copy to the Secretary (or
such other address as shall be specified in writing by the Debt Warrant Agent or
by the Company).
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6.6 GOVERNING LAW. This Agreement and the Debt Warrants shall be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed entirely within such state.
6.7 DELIVERY OF PROSPECTUS. The Company will furnish to the Debt
Warrant Agent sufficient copies of a prospectus or prospectuses relating to the
Underlying Debt Securities deliverable upon exercise of any outstanding Debt
Warrants (each a "Prospectus"), and the Debt Warrant Agent agrees to deliver to
the Holder of a Debt Warrant, prior to or concurrently with the Delivery of the
Underlying Debt Securities issued upon the exercise thereof, a copy of the
Prospectus relating to such Underlying Debt Securities.
6.8 GOVERNMENTAL APPROVALS. The Company will take such action as may
be necessary to obtain and keep effective any and all permits, consents and
approvals of governmental agencies and authorities, and will make all filings
under federal and state securities laws (including, without limitations, the
maintenance of the effectiveness of a registration statement in respect of the
Underlying Debt Securities under the Securities Act of 1933), as may be or
become requisite in connection with the issuance, sale, transfer and delivery of
Debt Warrants and Debt Warrant Certificates, the exercise of Debt Warrants and
the issuance, sale and delivery of Underlying Debt Securities issued upon
exercise of Debt Warrants.
6.9 PERSONS HAVING RIGHTS UNDER DEBT WARRANT AGREEMENT. Nothing in
this Agreement, expressed or implied, and nothing that may be inferred from any
of the provisions hereof, is intended or shall be construed to confer upon or
give to any person or corporation other than the Company, the Debt Warrant Agent
and the Holders any right, remedy or claim under or by reason of this Agreement
or any covenant, condition, stipulation, promise or agreement herein; and all
covenants, conditions, stipulations, promises and agreements herein shall be for
the sole and exclusive benefit of the Company, the Debt Warrant Agent and their
respective successors and the Holders.
6.10 HEADINGS. The descriptive headings of the several Articles and
Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
6.11 COUNTERPARTS. This Agreement may be executed in one or more
counterparts and, when a counterpart has been executed by each party hereto, all
such counterparts taken together shall constitute one and the same agreement.
6.12 INSPECTION OF AGREEMENT. A copy of this Agreement shall be
available during business hours at the office of the Debt Warrant Agent for
inspection by any Holder. The Debt Warrant Agent may require such Holder to
submit its Debt Warrant Certificate for inspection prior to making such copy
available.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, all as of the day and year first above written.
NORTHROP GRUMMAN CORPORATION
By ____________________________
_______________________________
[Printed Name and Title]
Attest:
Name:______________________
Title:_______________________
_______________________________
[Name of Debt Warrant Agent]
By _____________________________
_____________________________
Printed Name and Title]
Attest:
Name:______________________
Title:_______________________
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