THIRD SUPPLEMENTAL INDENTURE
Exhibit 4.9
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of March 30, 2011 (this “Third Supplemental
Indenture”), is by and among Titan II Inc. (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”), 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
November 21, 2001, between the Company and the Trustee (as supplemented and/or amended to date, the
“Indenture”);
WHEREAS, the Company has issued its 3.70% Senior Notes due 2014, its 5.05% Senior Notes due
2019, its 1.850% Senior Notes due 2015, its 3.500% Senior Notes due 2021, and its 5.050% Senior
Notes due 2040 pursuant to the terms of the Indenture (the “Securities”);
WHEREAS, the Company intends to transfer its properties and assets substantially as an
entirety to Holdings LP (the “Transfer”) as contemplated by Section 801 of the Indenture;
and
WHEREAS, Section 901(1) of the Indenture provides that the Company, when authorized by a Board
Resolution, may enter into an indenture supplemental to the Indenture to evidence the succession of
another Person to the Company and the assumption by any such successor of the covenants of the
Company in the Indenture and in the Securities.
NOW, THEREFORE, the Company 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 Sections 801 and 802
of the Indenture and effective upon consummation of the Transfer, Holdings LP hereby expressly
assumes the due and punctual payment of the principal of and any premium and interest on all the
Securities and the performance or observance of every covenant of the Indenture on the part of the
Company to be performed or observed and effective upon consummation of the Transfer Holdings LP
shall succeed to, and be substituted for, and may exercise every right and power of, the Company
under the Indenture with the same effect as if Holdings LP had been named as the Company therein,
and effective upon the consummation of the Transfer the Company shall be relieved of all
obligations and covenants under the Indenture and the Securities.
2. Amendment of Indenture. Section 105(2) of the Indenture shall be amended and
restated in its entirety as follows:
“(2) the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to the Company addressed to it at Titan Holdings II, L.P.,
0000 Xxxxxxx Xxxx Xxxx, Xxx Xxxxxxx, XX 00000, Attention: Xxxx Xxxxxxxxxx, President,
or at any other address previously furnished in writing to the Trustee by the Company.”
3. Acknowledgement of Trustee. The Trustee hereby acknowledges receipt of the
following documents pursuant to the provisions of the Indenture:
| (a) | A Board Resolution of the Company authorizing the execution of this Third Supplemental Indenture, as required by Section 901 of the Indenture. | ||
| (b) | An Officers’ Certificate of the Company as required by Sections 102 and 801 of the Indenture. | ||
| (c) | An Opinion of Counsel as required by Sections 102, 801 and 903 of the Indenture. |
4. 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.
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 Third Supplemental
Indenture by the Company and Holdings LP shall bind their successors and assigns, whether so
expressed or not.
7. 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.
8. Governing Law. This Third 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.
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 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.
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 Third Supplemental
Indenture. The recitals and statements herein are deemed to be those of the Company and Holdings LP
and not of the Trustee.
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12. 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
13. 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 Third Supplemental Indenture to be
duly executed as of March 30, 2011.
| 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 Third Supplemental Indenture – 2001 NGC Indenture]
