EXECUTION COPY
NORTHROP GRUMMAN CORPORATION AMENDMENT NO. 1
Dated as of November 1, 1996
to
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as
of April 15, 1994
Amended and Restated as of March 1, 1996
CHASE SECURITIES INC.,
as Arranger
THE CHASE MANHATTAN BANK,
as Administrative Agent
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
as Syndication Agent
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK,
as Documentation Agent
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of November 1, 1996, between
NORTHROP GRUMMAN CORPORATION, a corporation duly organized and validly
existing under the laws of the State of Delaware (the "Company"); each of
the lenders that is a signatory hereto (individually, a "Bank" and,
collectively, the "Banks"); THE CHASE MANHATTAN BANK, as Swingline Bank;
and THE CHASE MANHATTAN BANK, as agent for the Banks (in such capacity,
together with its successors in such capacity, the "Administrative Agent").
The Company, the Banks, and certain other banks listed
on Schedule II hereto (hereinafter the "Non-Continuing Banks") and the
Administrative Agent are parties to a Second Amended and Restated Credit
Agreement dated as of April 15, 1994 amended and restated as of March 1,
1996 (as heretofore modified and supplemented and in effect on the date
hereof, the "Credit Agreement"), providing, subject to the terms and
conditions thereof, for loans to be made by said Banks to the Company in an
aggregate principal amount not exceeding $3,800,000,000. The Company, the
Banks and the Administrative Agent wish to amend the Credit Agreement in
certain respects, and accordingly, the parties hereto hereby agree as
follows:
Section 1. Definitions. Except as otherwise defined in this Amendment
No. 1, terms defined in the Credit Agreement are used herein
as defined therein.
Section 2. Amendments. Subject to the satisfaction of the
conditions precedent specified in Section 4 below, but effective as of the
date hereof, the Credit Agreement shall be amended as follows:
2.01. References in the Credit Agreement to "this Agreement" (and
indirect references such as "hereunder", "hereby", "herein" and "hereof")
shall be deemed to be references to the Credit Agreement as amended hereby.
2.02. Section 1.01 of the Credit Agreement is amended by amending and
(to the extent not already included in said Section 1.01) adding the
following definitions and inserting the same in the appropriate alphabetical
locations:"'Amendment No. 1' shall mean the Amendment No. 1 dated as
of November 1, 1996 to this Agreement among the Company, the Banks party
thereto and the Administrative Agent.
"'Amendment No. 1 Effective Date' shall mean the date on which Amendment
No. 1 became effective.
"'Applicable Facility Fee Rate' and 'Applicable Margin' shall mean,
during any period when the Rating is in one of the Rating Groups specified
below, the percentage set forth below opposite the reference to such fee or
to the relevant Class and Type of Syndicated Loan:
REVOLVING CREDIT LOANS
Rating Rating Rating Rating
Group Group Group Group
Fee or Loan I II III IV
Applicable .10% .125% .15% .25%
Facility Fee
Rate
Applicable .20% .25% .30% .50%
Margin for
Eurodollar
Loans
Applicable 0% 0% 0% 0%
Margin for
Base Rate
Loans
TERM LOANS
Rating Rating Rating Rating
Group Group Group Group
Fee or Loan I II III IV
Applicable .30% .375% .45% .75%
Margin for
Eurodollar
Loans
Applicable 0% 0% 0% 0%
Margin for
Base Rate
Loans
Any change in the Applicable Facility Fee Rate or in the Applicable Margin
by reason of a change in the Xxxxx'x Rating or the S&P Rating shall become
effective on the date of announcement or publication by the respective Rating
Agency of a change in such Rating or, in the absence of such announcement or
publication, on the effective date of such changed Rating."
"'Facility' shall mean the Revolving Credit Facility."
"'Majority Banks' shall mean Banks holding more than 50% of the aggregate
amount of (a) the Revolving Credit Commitments or, if the Revolving Credit
Commitments shall have terminated, the sum of (i) the aggregate unpaid
principal amount of the Revolving Loans plus (ii) the aggregate unpaid
principal amount of the Competitive Bid Loans plus (b) the aggregate
principal amount of the Series II Term Loans." "Mandatory Prepayment Period"
shall mean any period during which one or more of the following conditions
is satisfied: (a) the Leverage Ratio is greater than 50%; or (b) an
Investment Grade Rating Period does not exist.
"'Rating' shall mean a Xxxxx'x Rating or an S&P Rating."
"'Rating Agency' shall mean Xxxxx'x or S&P."
"'Rating Group' shall mean any of Rating Group I, Rating Group II,
Rating Group III and Rating Group IV."
"'Rating Group I' shall mean (a) no Event of Default has occurred and
is continuing and (b) the Xxxxx'x Rating is at or above Baa1 (or a Substitute
Rating is at the corresponding rating level or higher) or the S&P Rating is
at or above BBB+ (or a Substitute Rating is at the corresponding rating level
or higher); "Rating Group II" shall mean (a) no Event of Default has occurred
and is continuing, (b) the Xxxxx'x Rating is at or above Baa2 (or a
Substitute Rating is at the corresponding rating level or higher) or the S&P
Rating is at or above BBB (or a Substitute Rating is at the corresponding
rating level or higher) and (c) Rating Group I is not in effect; "Rating
Group III" shall mean (a) no Event of Default has occurred and is continuing,
(b) the Xxxxx'x Rating is at or above Baa3 (or a Substitute Rating is
at the corresponding rating level or higher) or the S&P Rating is at
or above BBB- (or a Substitute Rating is at the corresponding rating
level or higher) and (c) neither Rating Group I nor Rating Group II is
in effect; and "Rating Group IV" shall mean none of Rating Group I,
Rating Group II or Rating Group III is in effect; provided that, (A)
if the Xxxxx'x Rating and the S&P Rating (or, in either case, a
Substitute Rating) shall be at different Rating levels and one of such
Ratings is no more than one Rating level lower than the other of such
Ratings, then the applicable Rating Group shall be based upon the
higher of such Ratings and (B) if the Xxxxx'x Rating and the S&P
Rating (or, in either case, a Substitute Rating) shall be at different
Rating levels and one of such Ratings is two or more Rating levels
lower than the other of such Ratings, then the applicable Rating Group
shall be based upon a Rating that is one level lower than the higher
of such Ratings."
"'Revolving Credit Banks' shall mean (a) on the Amendment No. 1
Effective Date, the Banks having Revolving Credit Commitments as set forth
in Schedule I hereto and (b) thereafter, the Banks from time to time holding
Revolving Loans and/or Revolving Credit Commitments after giving effect to
any assignments thereof permitted by Section 11.06 hereof."
"'Series II Principal Payment Date' shall mean each Quarterly Date in
each year, commencing with the second such Quarterly Date following the
Amendment No. 1 Effective Date through and including the Series II
Term Loan Final Maturity Date."
"'Series II Term Loan Banks' shall mean (a) on the Amendment
No. 1 Effective Date, the Banks having Series II Term Loans as set forth in
Schedule I hereto and (b) thereafter, the Banks from time to time
holding Series II Term Loans after giving effect to any assignments
thereof permitted by Section 11.06 hereof."
"'Term Loan Banks' shall mean the Series II Term Loan Banks."
"'Term Loans' shall mean the Series II Term Loans."
2.03. Clause (i) of the fourth sentence of the definition of
"Interest Period" is amended to read in its entirety as follows:
"(i) no Interest Period for any Revolving Loan may end after the
Revolving Commitment Termination Date;".
2.04. The definitions of "Equity Issuance", "Excess Cash
Flow", "Principal Office", "Rating Level 1", "Rating Level 2", "Series I Term
Loans", "Series I Term Loan Banks", "Series I Term Loan Commitment", "Series
I Term Loan Facility", "Series I Term Loan Final Maturity Date", "Series II
Term Loan Commitment", "Series II Term Loan Facility" and "Term Loan
Commitments" in Section 1.01 of the Credit Agreement are deleted in their
entirety.
2.05. The second sentence of Section 1.03 is amended to
delete the following: "a Series I Term Loan,".
2.06. Section 2.01 is amended to read in its entirety as
follows:
"2.01 Syndicated Loans. Subject to and upon the terms and
conditions herein set forth, each Bank severally agrees (i) to make
Revolving Loans (together with the Series II Term Loans, the "Syndicated
Loans" and each a "Syndicated Loan") to the Company in Dollars up to
such Bank's Commitment under the Revolving Credit Facility and (ii) to
effect a prepayment and reallocation of, and thereafter to maintain, its
Series II Term Loans, all as set forth below:
(a) [Intentionally omitted].
(b) Series II Term Loans. Subject to the terms
and conditions of this Agreement and Amendment No. 1, Series II Term
Loans shall be prepaid and reallocated pursuant to Section 4.03(a) of
Amendment No. 1 and thereafter may, at the option of the Company, be
maintained as, and/or Converted into, Base Rate Loans or Eurodollar
Loans.
(c) Revolving Loans. Syndicated Loans under the
Revolving Credit Facility shall be available at any time and from time
to time from and after the Amendment Effective Date to and including the
Revolving Commitment Termination Date. Subject to the terms and
conditions of this Agreement, during such period, Revolving Loans may
be borrowed, repaid and reborrowed and may, at the option of the
Company, be borrowed and maintained as, and/or Converted into, Base
Rate Loans or Eurodollar Loans. Notwithstanding the foregoing, no
Revolving Loan shall be made if the sum of (i) such Revolving Loan
(together with all other Revolving Loans and Competitive Bid Loans to
be made on the same day as such Revolving Loan) plus (ii) the
aggregate principal amount of all outstanding Competitive Bid Loans
plus (iii) the aggregate principal amount of all outstanding Revolving
Loans plus (iv) the aggregate principal amount of all outstanding
Swingline Loans exceeds the aggregate amount of the Revolving Credit
Commitments at such time."
2.07. The second sentence of Section 2.02(a) of the
Credit Agreement is amended to read in its entirety as follows:
"Not later than 1:00 p.m. New York time on the date specified for
each Syndicated Loan borrowing hereunder, each Bank shall make available
the amount of the Syndicated Loan to be made by it on such date to the
Administrative Agent, at an account in New York designated by the
Administrative Agent, in immediately available funds, for account of the
Company."
2.08. Subsection (f) of Section 2.03 of the Credit Agreement
is amended to read in its entirety as follows:
"(f) Any Bank whose offer to make any Competitive Bid Loan
has been accepted shall, not later than 1:00 p.m. New York time on the
date specified for the making of such Loan, make the amount of such Loan
available to the Administrative Agent at an account in New York
designated by the Administrative Agent in immediately available funds.
The amount so received by the Administrative Agent shall, subject to the
terms and conditions of this Agreement, be made available to the Company
on such date by depositing the same, in immediately available funds, in
an account designated by the Company."
2.09. Subsection (b) of Section 2.04 is amended to read
in its entirety as follows:
"(b) Termination of Commitments. The Revolving
Credit Commitments and the Swingline Commitment shall terminate on the
Revolving Commitment Termination Date."
2.10. Subsection (a) of Section 2.08 is amended to read
in its entirety as follows:
(a) The Syndicated Loans made by each Bank shall
be evidenced (i) if Series II Term Loans, by a single promissory note of
the Company in substantially the form of Exhibit A-2 hereto, dated the
Restatement Date, payable to such Bank in a principal amount equal to
its Series II Term Loan and otherwise duly completed (each a "Series II
Term Note", collectively the "Series II Term Notes" or the "Term Notes")
and (ii) if Revolving Loans, by a single promissory note of the Company
substantially in the form of Exhibit A-3 hereto, dated the Restatement
Date, payable to such Bank in a principal amount equal to its Revolving
Credit Commitment and otherwise duly completed (each a "Revolving Note"
and collectively the "Revolving Notes"). The date, amount, Type and
interest rate of each Series II Term Loan and each Revolving Loan made
by each Bank, and all payments made on account of the principal thereof,
shall be recorded by such Bank on its books and, prior to any transfer
of the Note evidencing the same, endorsed by such Bank on the schedule
attached to such Note or any continuation thereof; provided that the
failure by such Bank to make such recordation or endorsement shall not
relieve the Company of any of its obligations hereunder or under such
Note.
2.11. Section 2.09 is amended to delete the word "first" and
the following phrase: "and second to the aggregate outstanding principal
amount of the Series I Term Loans".
2.12. Subsections (a), (b) and (e) of Section 2.10 of the
Credit Agreement are each amended to read in their entirety as follows:
"[Intentionally omitted]."
2.13. Subsection (c) of Section 2.10 of the Credit Agreement
is amended to read in its entirety as follows:
"(c) Sale of Assets. Without limiting the obligation
of the Company to obtain the consent of the Majority Banks pursuant to
Section 8.09 hereof to any Disposition not otherwise permitted under
Section 8.09 hereof, in the event that the Net Available Proceeds of
any individual Disposition made after the Amendment Effective Date
while a Mandatory Prepayment Period is in effect (or if, after giving
effect to any such Disposition, a Mandatory Prepayment Period would
exist) (herein, the "Current Disposition") exceeds $5,000,000 and,
together with the Net Available Proceeds that individually exceed
$5,000,000 of each prior Disposition as to which a prepayment has not
yet been made under this Section 2.10(c), shall in the aggregate exceed
$50,000,000 then, (i) at the time the Company gives notice to the
Administrative Agent pursuant to Section 4.07 of the prepayment to be
made pursuant to this Section 2.10(c), the Company will deliver to the
Administrative Agent a statement, certified by a senior financial
officer of the Company, in form and detail satisfactory to the
Administrative Agent, of the aggregate amount of the Net Available
Proceeds of such Current Disposition and prior Dispositions and (ii)
the Company shall prepay the Term Loans in an aggregate amount equal
to 100% of the Net Available Proceeds received for such Current
Disposition and such prior Dispositions (except that Net Available
Proceeds consisting of Permitted Buyer Indebtedness need not be
applied to such prepayment until the earlier of any payment or
Disposition of such Permitted Buyer Indebtedness and then only to the
extent of such payment or the Net Available Proceeds of such
Disposition), such prepayment to be effected as provided in paragraph
(f) of this Section 2.10.
2.14. Subsections (i) and (ii) of Section 2.10(f) shall be
amended to read in their entirety as follows:
"(i) Prepayments of Term Loans described in paragraph (d)
of this Section 2.10 shall be applied to the then remaining
installments of the Series II Term Loans ratably.
(ii) Prepayments of Term Loans described in paragraph
(c) of this Section 2.10 shall be applied (A) to the extent that any
such prepayment, together with all such prepayments theretofore made in
any fiscal year after the Amendment No. 1 Amendment Effective Date, does
not exceed $100,000,000, to the then remaining installments of the
Series II Term Loans in direct order of their maturities and (B)
thereafter to the then remaining installments of the Series II Term
Loans ratably."
2.15. The second sentence of Section 2.11(b) of the
Credit Agreement is amended to read in its entirety as follows:
"Not later than 3:00 p.m. New York time, on the date specified in
each Swingline Borrowing Notice hereunder, the Swingline Bank shall,
subject to the terms of this Agreement, make the amount of the Swingline
Loan to be made by it on such date available to the Administrative Agent
at an account in New York designated by the Administrative Agent in
immediately available funds, for account of the Company."
2.16. Subsection (c) of Section 3.01 of the Credit
Agreement is amended to read in its entirety as follows: "[Intentionally
omitted]".
2.17. Subsection (d) of Section 3.01 of the Credit
Agreement is amended to read in its entirety as follows:
"(d) The Company hereby promises to pay to the
Administrative Agent for account of the Banks the aggregate principal
amount of the Series II Term Loans outstanding on the Amendment No. 1
Effective Date in 21 equal consecutive quarterly installments payable
on the Series II Principal Payment Dates."
2.18. The first sentence of Section 4.01 of the
Credit Agreement is amended to read in its entirety as follows:
"Except to the extent otherwise provided herein, all payments of
principal, interest and other amounts to be made by the Company under
this Agreement and the Notes shall be made in Dollars, in immediately
available funds, to the Administrative Agent at an account in New
York designated by the Administrative Agent, not later than 1:00 p.m.
New York time on the date on which such payment shall become due
(each such payment made after such time on such due date to be deemed
to have been made on the next succeeding Business Day)."
2.19. Subsection (b) of Section 4.02 is amended to read in
its entirety as follows:
"(b) the making, Conversion and Continuation of Revolving Loans,
and the Conversion and Continuation of Series II Term Loans, of a
particular Type (other than Conversions provided for by Section 5.04
hereof) shall be made pro rata among the relevant Banks according to
the amounts of their respective Revolving Credit Commitments (in the
case of making of Loans) or their respective Revolving Credit and Series
II Term Loans (in the case of Conversions and Continuations of Loans);
2.20. Subsection (c) of Section 8.01 of the Credit
Agreement is amended to read in its entirety as follows:
"(c) with each of the financial statements required to be
delivered under Section 8.01(a) or 8.01(b) hereof, a certificate of an
authorized financial or accounting officer of the Company, in form and
substance satisfactory to the Administrative Agent setting forth (i) the
Net Available Proceeds of each Disposition in excess of $5,000,000 that
has occurred in the fiscal period to which such financial statements
relate and (ii) the aggregate amount of Net Available Proceeds for each
other Disposition in excess of $5,000,000 that has occurred in prior
fiscal periods and for which no prepayment has been made pursuant to
Section 2.10(c) hereof;".
2.21. Clause (i) of Section 8.09(d) of the Credit Agreement is
amended to read in its entirety as follows: "[Intentionally omitted];".
2.22. Section 8.19 of the Credit Agreement is amended to read
in its entirety as follows: "[Intentionally omitted]."
2.23. The first sentence of Section 10.09 of the Credit
Agreement is amended to read in its entirety as follows:
"The Documentation Agent, the Syndication Agent and the
Arranger identified on the cover page of this Agreement, or on the cover
page of any amendment hereto, shall have no duties or responsibilities
hereunder other than, in the case of the Documentation Agent and the
Syndication Agent, as Banks hereunder."
2.24. Schedule I of the Credit Agreement is amended to read
in its entirety as Schedule I hereto.
2.25. Exhibit A-1 is amended to read in its entirety as
follows:
"[Intentionally omitted]."
Section 3. Representations and Warranties. The Company
represents and warrants to the Banks that (i) the representations and
warranties set forth in Section 7 of the Credit Agreement are true and
complete on the date hereof as if made on and as of the date hereof (or, if
any such representation or warranty is expressly stated to have been made as
of a specific date, as of such specific date) and as if each reference in
said Section 7 to "this Agreement" included reference to this Amendment No. 1,
(ii) after giving effect to the amendments in Section 2 of this Amendment
No. 1, no Default shall have occurred and be continuing, (iii) the making
and performance by the Company of this Amendment No. 1, and the Revolving
Notes and Series II Term Notes delivered pursuant to Section 4.04 hereof,
have been duly authorized by all necessary corporate action and (iv) this
Amendment No. 1, and the Credit Agreement as amended by Amendment No. 1,
constitute, and each of such Notes (when executed and delivered for value)
will constitute, legal, valid and binding obligations of the Company,
enforceable in accordance with its terms, except as such enforceability may
be limited by (a) bankruptcy, insolvency, reorganization, moratorium or
other similar laws of general applicability affecting the enforcement of
creditors' rights and (b) the application of general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
Section 4. Conditions Precedent. As provided in Section 2
above, the amendments to the Credit Agreement set forth in said Section 2
shall become effective, as of the date hereof, upon the satisfaction of the
following conditions precedent:
4.01. Execution by All Parties. This Amendment No. 1 shall
have been executed and delivered by each of the parties hereto.
4.02. Payment of Interest and Fees. Each Bank and Non-
Continuing Bank shall have been paid in full all interest and fees accrued
under the Credit Agreement to the Amendment No. 1 Effective Date (as defined
in the Credit Agreement as hereby amended).
4.03. Reallocation. The Series II Term Loans shall have been
prepaid under Section 2.09 of the Credit Agreement on November 1, 1996, but
prior to the effectiveness of the amendments to the Credit Agreement set forth
in Section 2 above, in an aggregate principal amount of $257,500,000; and
immediately thereafter the Banks and the Non-Continuing Banks shall be deemed
to have made and taken such assignments, as the case may be, of the remaining
Series II Term Loans such that, after giving effect thereto, each Bank shall
hold a Series II Term Loan in an aggregate principal amount set forth in
opposite the name of such Bank in Schedule I hereto. In order to fund such
assignments and thereby effect the reallocations of the Series II Term Loans,
each Bank listed in Part A of Schedule III will pay on the Amendment No. 1
Effective Date to the Administrative Agent the amount set forth opposite such
Bank's name in Part A of Schedule III, out of which aggregate amounts the
Administrative Agent will pay on the Amendment No. 1 Effective Date to each
Bank and Non-Continuing Bank listed in Part B of Schedule III the amount set
forth opposite its name in Part B of Schedule III.
4.04. Notes. The Administrative Agent shall have received
Revolving Notes and Series II Term Notes, duly completed and executed by the
Company in exchange for the Revolving Notes and Series II Term Notes of the
Company previously delivered pursuant to the Credit Agreement.
4.05. Documents. The Administrative Agent shall have
received such other documents as the Administrative Agent or any Bank or
special New York counsel to Chase may reasonably request.
Section 5. Miscellaneous. Except as herein provided, the
Credit Agreement shall remain unchanged and in full force and effect. This
Amendment No. 1 may be executed in any number of counterparts, all of which
taken together shall constitute one and the same amendatory instrument and
any of the parties hereto may execute this Amendment No. 1 by signing any
such counterpart. This Amendment No. 1 shall be governed by, and construed
in accordance with, the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed and delivered as of the day and year
first above written.
NORTHROP GRUMMAN CORPORATION
By
Title:
THE BANKS
THE CHASE MANHATTAN BANK
By
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By
Title:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By
Title:
