THIRD SUPPLEMENTAL INDENTURE
Exhibit 4.5
THIS THIRD SUPPLEMENTAL INDENTURE dated as of March 30, 2011 (this “Third Supplemental
Indenture”), is by and among Northrop Grumman Systems Corporation (successor-in-interest to
Xxxxxx Industries, Inc.), a Delaware corporation (the “Company”), The Bank of New York
Mellon (formerly known as The Bank of New York), a New York state chartered bank, as trustee (the
“Trustee”), Titan II Inc. (formerly known as Northrop Grumman Corporation), a Delaware
corporation (“NGC”), and Titan Holdings II, L.P., a Delaware limited partnership
(“Holdings LP”). 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 Senior Indenture, dated as of
December 15, 1991, between the Company and the Trustee (as supplemented and/or amended to date, the
“Indenture”);
WHEREAS, the Company has issued debt securities pursuant to the terms of the Indenture (the
“Securities”);
WHEREAS, NGC has guaranteed the obligations of the Company in favor of the Trustee under the
Indenture pursuant to a guarantee dated as of April 3, 2001 (the “Guarantee”);
WHEREAS, NGC intends to transfer all or substantially all its properties and assets to
Holdings LP (the “Transfer”) as contemplated by Section 10 of the Guarantee;
WHEREAS, NGC and Holdings LP desire that the Guarantee continue following the Transfer; and
WHEREAS, the Guarantee may be amended in accordance with Article Nine of the Indenture.
NOW, THEREFORE, the Company, NGC and Holdings LP 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 Holdings LP. In
accordance with Section 10 of the
Guarantee and effective upon consummation of the Transfer, Holdings LP hereby assumes NGC’s
obligations under the Guarantee and effective upon consummation of the Transfer Holdings LP shall
succeed to, and be substituted for, NGC under the Indenture and the Guarantee and NGC shall be
discharged and released from all obligations and covenants under the Indenture and the Guarantee.
2. Acknowledgement of Trustee. The Trustee hereby
acknowledges receipt of the
following documents pursuant to the provisions of the Indenture and the Guarantee:
| (a) | A Board Resolution of the Company authorizing the execution of this Third Supplemental Indenture, as required by Section 901 of the Indenture. |
| (b) | An Officers’ Certificate of the Company as required by Section 102 of the Indenture. | ||
| (c) | An Officers’ Certificate of NGC as required by Section 10 of the Guarantee. | ||
| (d) | An Opinion of Counsel as required by Section 10 of the Guarantee and Sections 102 and 903 of the Indenture. |
3. Incorporation by Reference. This Third
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.
4. 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.
5. Successors and Assigns. All covenants and
agreements in this Third Supplemental
Indenture by the Company, NGC and Holdings LP shall bind their successors and assigns, whether so
expressed or not.
6. Separability Clause. In case any provision in
this Third 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.
7. Governing Law. This Third Supplemental Indenture
shall be construed in accordance
with and governed by the laws of the State of New York.
8. 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.
9. Counterparts. This Third 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.
10. 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 Third Supplemental
Indenture. The recitals and statements herein are deemed to be those of the Company, NGC and
Holdings LP and not of the Trustee.
11. Benefits. Nothing in this Third 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 Third Supplemental Indenture.
12. Notices. For purposes of Section 7 of the Guarantee,
the address of Holdings LP
shall be as follows:
2
Titan Holdings II, L.P.
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxxxx, President
13. Notice to Trustee. Holdings LP 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 Third Supplemental Indenture to be
duly executed as of March 30, 2011.
| NORTHROP GRUMMAN SYSTEMS CORPORATION |
||||
| /s/ Xxxx Xxxxxxxxxx | ||||
| By: Xxxx Xxxxxxxxxx | ||||
| Its: President and Treasurer | ||||
| Attest: |
||||
| /s/ Xxxx Xxxxxx | ||||
| By: Xxxx Xxxxxx | ||||
| Its: Assistant Treasurer | ||||
| TITAN II INC. |
||||
| /s/ C. Xxxxxxx Xxxxxxx | ||||
| By: C. Xxxxxxx Xxxxxxx | ||||
| Its: President | ||||
| Attest: |
||||
| /s/ X. X. Xxxxx | ||||
| By: X. X. Xxxxx | ||||
| Its: Treasurer | ||||
| TITAN HOLDINGS II, L.P. |
||||
| /s/ Xxxx Xxxxxxxxxx | ||||
| By: Xxxx Xxxxxxxxxx | ||||
| Its: President | ||||
| Attest: |
||||
| /s/ Xxxxxxx X. Xxxxx | ||||
| By: Xxxxxxx X. Xxxxx | ||||
| Its: Secretary | ||||
| THE BANK OF NEW YORK MELLON, as Trustee |
||||
| /s/ Xxxxxxxx X. X’Xxxxx | ||||
| By: Xxxxxxxx X. X’Xxxxx | ||||
| Its: Vice President | ||||
[Signature Page to Third Supplemental Indenture – 0000 Xxxxxx Xxxxxxxxx]
