THIRD SUPPLEMENTAL INDENTURE

Exhibit 4.3

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 Indenture, dated as of April 13, 1998, 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 9 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 relieved of 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)

An Officers’ Certificate of the Company as required by Sections 9.6 and 12.4 of the Indenture.

	(b)		An Officers’ Certificate of NGC as required by Section 10 of the Guarantee.

	(c)		An Opinion of Counsel as required by Section 10 of the Guarantee and Sections 9.6 and 12.4 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 governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of New York, without regard to principles of conflicts of law.

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:

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]

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 Xxxxxxxxx
	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]

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THIRD SUPPLEMENTAL INDENTURE

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