Amendment No. 1
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
Facility Fee .10% .125% .15% .25%
Rate
Applicable
Margin for .20% .25% .30% .50%
Eurodollar
Loans
Applicable
Margin for 0% 0% 0% 0%
Base Rate
Loans
TERM LOANS
Rating Rating Rating Rating
Group Group Group Group
Fee or Loan I II III IV
Applicable
Margin for .30% .375% .45% .75%
Eurodollar
Loans
Applicable
Margin for 0% 0% 0% 0%
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 Substi
tute 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: Xxxxxx X. Xxxxx
Title: Corporate Vice President & Treasurer
THE BANKS
THE CHASE MANHATTAN BANK
By: Xxxxxxx X. Xxxxx
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: Xxxx Xxxxxxxxxxx
Title: Managing Director
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By: Xxxxx X. Xxxxx
Title: Vice President
