TENTH SUPPLEMENTAL INDENTURE
Exhibit 4.7
THIS TENTH SUPPLEMENTAL INDENTURE dated as of March 30, 2011 (this “Tenth Supplemental
Indenture”), is by and among Northrop Grumman Systems Corporation (successor-in-interest to
Northrop Grumman Space & Mission Systems Corp. and TRW, Inc.), a Delaware corporation (the
“Company”), The Bank of New York Mellon, a New York state chartered bank, as successor
trustee to JPMorgan Chase Bank and to Mellon Bank, N.A. (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 Indenture, dated as of May 1,
1986, 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 March 27, 2003 (the “Guarantee”);
WHEREAS, NGC intends to transfer its properties and assets substantially as an entirety 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, Section 11.01(c) of the Indenture provides, among other things, that the Trustee and
the Company, when authorized by a Board Resolution, may enter into a supplemental indenture without
the consent of any Holder, the purpose of which is to make such other provisions in regard to other
matters or questions arising under this Indenture as shall not adversely affect the interests of
the Holders of the Securities.
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. Amendment of Guarantee. The first sentence of Section 10 of the Guarantee shall be
amended by adding the words “with respect to the Guarantor” after the word “terminate.”
2. 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, the Guarantee shall
automatically terminate with respect to NGC and NGC shall be relieved of all obligations and
covenants under the Indenture and the Guarantee.
3. 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 Tenth Supplemental Indenture, as required by Section 11.01 of the Indenture. | ||
| (b) | An Officers’ Certificate of the Company as required by Section 15.05 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 11.03 and 15.05 of the Indenture. |
4. Incorporation by Reference. This Tenth 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 Tenth Supplemental
Indenture by the Company, NGC and Holdings LP shall bind their successors and assigns, whether so
expressed or not.
7. Separability Clause. In case any provision in this Tenth 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 Tenth Supplemental Indenture shall be deemed to be a contract
made under the laws of the State of New York, and for all purposes shall be construed in accordance
with the laws of said State.
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 Tenth 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 Tenth Supplemental
Indenture. The recitals and statements herein are deemed to be those of the Company, NGC and
Holdings LP and not of the Trustee.
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12. Benefits. Nothing in this Tenth 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 Tenth Supplemental Indenture.
13. Notices. For purposes of Section 7 of the Guarantee, the address of Holdings LP
shall be as follows:
Titan Holdings II, L.P.
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxxxx, President
14. 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 Tenth 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 Tenth Supplemental Indenture – 1986 TRW Indenture]
