0000950123-11-039852 Sample Contracts

THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • April 27th, 2011 • Northrop Grumman Corp /De/ • Search, detection, navagation, guidance, aeronautical sys • New York

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 Litton 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).

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FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • April 27th, 2011 • Northrop Grumman Corp /De/ • Search, detection, navagation, guidance, aeronautical sys • New York

THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of March 30, 2011 (this “Fourth Supplemental Indenture”), is by and among Titan Holdings II, L.P., a Delaware limited partnership (the “Company”), The Bank of New York Mellon, a New York state chartered bank, as successor trustee to JPMorgan Chase Bank (the “Trustee”), 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).

ELEVENTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • April 27th, 2011 • Northrop Grumman Corp /De/ • Search, detection, navagation, guidance, aeronautical sys • New York

THIS ELEVENTH SUPPLEMENTAL INDENTURE dated as of March 30, 2011 (this “Eleventh Supplemental Indenture”), is by and among Northrop Grumman Systems Corporation (successor-in-interest to Northrop Grumman Space & Mission Systems Corp. and TRW Inc.), a Delaware corporation (the “Company”), The Bank of New York Mellon, a New York state chartered bank, as successor trustee to JPMorgan Chase Bank and to Mellon Bank, N.A. (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).

FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • April 27th, 2011 • Northrop Grumman Corp /De/ • Search, detection, navagation, guidance, aeronautical sys • New York

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 Litton 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).

TENTH SUPPLEMENTAL INDENTURE
Tenth Supplemental Indenture • April 27th, 2011 • Northrop Grumman Corp /De/ • Search, detection, navagation, guidance, aeronautical sys • New York

THIS TENTH SUPPLEMENTAL INDENTURE dated as of March 30, 2011 (this “Tenth Supplemental Indenture”), is by and among Northrop Grumman Systems Corporation (successor-in-interest to Northrop Grumman Space & Mission Systems Corp. and TRW, Inc.), a Delaware corporation (the “Company”), The Bank of New York Mellon, a New York state chartered bank, as successor trustee to JPMorgan Chase Bank and to Mellon Bank, N.A. (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).

FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • April 27th, 2011 • Northrop Grumman Corp /De/ • Search, detection, navagation, guidance, aeronautical sys • New York

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 Litton 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).

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • April 27th, 2011 • Northrop Grumman Corp /De/ • Search, detection, navagation, guidance, aeronautical sys • New York

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).

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • April 27th, 2011 • Northrop Grumman Corp /De/ • Search, detection, navagation, guidance, aeronautical sys • New York

THIS FIRST SUPPLEMENTAL INDENTURE dated as of March 30, 2011 (this “First 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 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).

THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • April 27th, 2011 • Northrop Grumman Corp /De/ • Search, detection, navagation, guidance, aeronautical sys • New York

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).

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