SECOND SUPPLEMENTAL INDENTURE
Exhibit 4.2
THIS SECOND SUPPLEMENTAL INDENTURE dated as of March 30, 2011 (this “Second Supplemental
Indenture”), is by and among Northrop Grumman Systems Corporation (formerly known as Northrop
Grumman Corporation), a Delaware corporation (the “Company”), The Bank of New York Mellon,
a New York state chartered bank, as successor trustee to JPMorgan Chase Bank (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
October 15, 1994, between the Company and the Trustee (as supplemented and/or amended, 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 guarantees dated as of April 3, 2001 (collectively, the
“Guarantees”);
WHEREAS, Holdings LP intends to transfer its properties and assets substantially as an
entirety to New NGC (the “Transfer”) as contemplated by Section 10 of the Guarantees;
WHEREAS, Holdings LP and New NGC desire that the Guarantees continue following the Transfer;
and
WHEREAS, the Guarantees may be amended in accordance with Article Nine 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
Guarantees and effective upon consummation of the Transfer, New NGC hereby assumes Holdings LP’s
obligations under the Guarantees and effective upon consummation of the Transfer New NGC shall
succeed to, and be substituted for, Holdings LP under the Indenture and the Guarantees and Holdings
LP shall be relieved of all obligations and covenants under the Indenture and the Guarantees.
2. Acknowledgement of Trustee. The Trustee hereby
acknowledges receipt of the
following documents pursuant to the provisions of the Indenture and the Guarantees:
| (a) | A Board Resolution of the Company authorizing the execution of this Second 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 Holdings LP as required by Section 10 of the Guarantees. | ||
| (d) | An Opinion of Counsel as required by Section 10 of the Guarantees and Sections 102 and 903 of the Indenture. |
3. Incorporation by Reference. This Second
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 Second 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 Second 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 Second Supplemental
Indenture shall be governed by and
construed in accordance with the law of the State of New York, without regard to principles of
conflicts of laws.
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 Second 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 Second 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.
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11. Benefits. Nothing in this Second 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 Second Supplemental Indenture.
12. Notices. For purposes of Section 7 of the Guarantees,
the address of New NGC shall
be as follows:
Northrop Grumman Corporation
0000 Xxxxxxx Xxxx Xxxx
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 Second 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 Second Supplemental Indenture – 1994 Systems Indenture]
