FOURTH SUPPLEMENTAL INDENTURE
Exhibit 4.4
THIS FOURTH SUPPLEMENTAL INDENTURE dated as of March 30, 2011 (this “Fourth 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 Holdings II, L.P., a Delaware limited partnership (“Holdings
LP”), and Northrop Grumman Corporation (formerly known as New P, Inc.), a Delaware corporation
(“New NGC”). 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, Holdings LP 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, Holdings LP intends to transfer all or substantially all its properties and assets to
New NGC (the “Transfer”) as contemplated by Section 10 of the Guarantee;
WHEREAS, Holdings LP and New NGC 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, Holdings LP and New NGC 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 New NGC. In
accordance with Section 10 of the
Guarantee and effective upon consummation of the Transfer, New NGC hereby assumes Holdings LP’s
obligations under the Guarantee and effective upon consummation of the Transfer New NGC shall
succeed to, and be substituted for, Holdings LP under the Indenture and the Guarantee and Holdings
LP 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 Holdings LP 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 Fourth
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 Fourth Supplemental
Indenture by the Company, Holdings LP and New NGC shall bind their successors and assigns, whether
so expressed or not.
6. Separability Clause. In case any provision in
this Fourth 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 Fourth 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 Fourth 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 Fourth Supplemental
Indenture. The recitals and statements herein are deemed to be those of the Company, Holdings LP
and New NGC and not of the Trustee.
11. Benefits. Nothing in this Fourth 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 Fourth Supplemental Indenture.
12. Notices. For purposes of Section 7 of the Guarantee,
the address of New NGC shall
be as follows:
Northrop Grumman Corporation
0000 Xxxxxxx Xxxx Xxxx
0
Xxx Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxxxx, Corporate Vice President and Treasurer
13. Notice to Trustee. New NGC 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 Fourth 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 HOLDINGS II, L.P. |
||||
| /s/ Xxxx Xxxxxxxxxx | ||||
| By: Xxxx Xxxxxxxxxx | ||||
| Its: President | ||||
| Attest: |
||||
| /s/ Xxxxxxx X. Xxxxx | ||||
| By: Xxxxxxx X. Xxxxx | ||||
| Its: Secretary | ||||
| NORTHROP GRUMMAN CORPORATION |
||||
| /s/ Xxxx Xxxxxxxxxx | ||||
| By: Xxxx Xxxxxxxxxx | ||||
| Its: Corporate Vice President and Treasurer | ||||
| Attest: |
||||
| /s/ Xxxx Xxxxxx | ||||
| By: Xxxx Xxxxxx | ||||
| Its: Assistant Treasurer | ||||
| THE BANK OF NEW YORK MELLON, as Trustee |
||||
| /s/ Xxxxxxxx X. X’Xxxxx | ||||
| By: Xxxxxxxx X. X’Xxxxx | ||||
| Its: Vice President | ||||
[Signature Page to Fourth Supplemental Indenture – 0000 Xxxxxx Xxxxxxxxx]
