exv4wp






Exhibit 4(p)




NINTH SUPPLEMENTAL INDENTURE




     THIS NINTH SUPPLEMENTAL INDENTURE (this “Ninth Supplemental Indenture”) dated as of December
31, 2009, among Northrop Grumman Space & Mission Systems Corp.(formerly known as TRW Inc.), an Ohio
corporation (the “Company”); The Bank of New York Mellon, a New York state chartered bank, as
successor trustee (“Trustee”) to JPMorgan Chase Bank and to Mellon Bank, N.A.; Northrop Grumman
Corporation, a Delaware corporation (“NGC”); and Northrop Grumman Systems Corporation, a Delaware
corporation (“NGSC”). Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Indenture (as defined below).



     WHEREAS, the Company has executed and delivered to the Trustee an Indenture dated as of May 1,
1986 (the “Original Indenture”), as amended by the First Supplemental Indenture dated as of August
24, 1989, the Second Supplemental Indenture dated as of June 2, 1999, the Third Supplemental
Indenture dated as of June 2, 1999, the Fourth Supplemental Indenture dated as of June 2, 1999, the
Fifth Supplemental Indenture dated as of June 2, 1999, the Sixth Supplemental Indenture dated as of
June 23, 1999, the Seventh Supplemental Indenture dated as of June 23, 1999 and the Eighth
Supplemental Indenture dated as of March 27, 2003, between the Company and the Trustee
(collectively, the “Supplemental Indentures”), providing for the issuance and sale by the Company
from time to time of its senior debt securities (the “Securities”) (the Original Indenture, as
amended by the Supplemental Indentures, is herein called the “Indenture”);



     WHEREAS, Section 11.01(a) of the Indenture permits the Company, when authorized by a
resolution of the Board of Directors of the Company, and the Trustee, at any time and from time to
time, to enter into one or more indentures supplemental to the Indenture, in form satisfactory to
the Trustee, for the purpose of evidencing the succession of another corporation to the Company and
the assumption by the successor corporation of the covenants, agreements and obligations of the
Company under the Indenture and contained in the Securities pursuant to Article Twelve of the
Original Indenture.



     WHEREAS, NGSC and the Company are both wholly-owned direct subsidiaries of NGC;



     WHEREAS, NGC desires to simplify its organizational structure by contributing all of the
outstanding shares of capital stock of the Company to NGSC, after which the Company will be merged
into NGSC pursuant to Section 251 of the Delaware General Corporation Law (the “Merger”), effective
at 11:59 p.m. on December 31, 2009;



     WHEREAS, the Company and NGSC propose in and by this Ninth Supplemental Indenture to
supplement and amend the Indenture in certain respects to evidence the succession of NGSC to the
Company and the assumption by NGSC of the covenants, agreements and obligations of the Company
under the Indenture and contained in the Securities pursuant to Article Twelve of the Indenture;



 









 





     WHEREAS, pursuant to the Eighth Supplemental Indenture, NGC agreed to enter into and become
bound by the terms of its Guarantee dated as of March 27, 2003 (the “Guarantee”) in favor of the
Trustee for the Holders of the Securities; and



     WHEREAS, the Company has requested that the Trustee execute and deliver this Ninth
Supplemental Indenture and has certified that all requirements necessary to make this Ninth
Supplemental Indenture a valid instrument in accordance with its terms have been satisfied, and
that the execution and delivery of this Ninth Supplemental Indenture has been duly authorized in
all respects.



     NOW, THEREFORE, NGC, NGSC and the Company 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 NGSC and Guarantee of the Obligations by
NGC.
	 
	 	 	 	NGSC hereby agrees that upon consummation of the Merger, NGSC shall assume the due and
punctual payment of the principal of (and premium, if any) and interest on all the
Securities, according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of the Indenture to be performed,
observed or satisfied by the Company. NGC understands and agrees that under Section
2(f) of the Guarantee, its obligations under the Guarantee remain absolute and
unconditional irrespective of any change or termination of the existence of the Company,
and that upon consummation of the Merger, the Guarantee shall continue in full force and
effect. NGSC hereby represents that immediately after the Merger, no Event of Default
shall have occurred or be continuing and that it shall not immediately after the Merger
have outstanding any secured Debt not permitted by Section 5.05 of the Indenture.






	 	2.	 	Acknowledgement of Trustee.
	 
	 	 	 	The Trustee hereby acknowledges receipt of the following documents pursuant to the
provisions of the Indenture:






	 	(a)	 	An Officers’ Certificate of the Company as required by Sections
12.04 and 15.05 of the Indenture and an Opinion of Counsel as required by
Sections 11.03, 12.04 and 15.05 of the Indenture.
	 
	 	(b)	 	A copy of a Board Resolution of each of the Company and NGSC
authorizing the execution of this Ninth Supplemental Indenture, as required by
Section 11.01 of the Indenture.






	 	3.	 	Incorporation by Reference.
	 
	 	 	 	This Ninth Supplemental Indenture shall be construed as supplemental to the Indenture
and shall form a part of it, and the Indenture is hereby incorporated by reference
herein and is hereby ratified, approved and confirmed.




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	 	4.	 	Headings.
	 
	 	 	 	The headings of this Ninth Supplemental Indenture are for reference only and shall not
limit or otherwise affect the meaning hereof.
	 
	 	5.	 	Successors and Assigns.
	 
	 	 	 	All covenants and agreements in this Ninth Supplemental Indenture by NGC, NGSC and the
Company shall bind their successors and assigns, whether so expressed or not.
	 
	 	6.	 	Severability.
	 
	 	 	 	In case any provision of one or more of the provisions contained in this Ninth
Supplemental Indenture shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not
affect any other provisions of this Ninth Supplemental Indenture, but this Ninth
Supplemental Indenture shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.
	 
	 	7.	 	Governing Law.
	 
	 	 	 	THIS NINTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.
	 
	 	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 Ninth 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 Not Responsible for Recitals.
	 
	 	 	 	The recitals herein contained are made by the Company, NGC and NGSC, and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof. The
Trustee shall not be responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Ninth Supplemental Indenture.
	 
	 	11.	 	Notice to Trustee.
	 
	 	 	 	NGSC shall give the Trustee prompt notice of the consummation of the Merger.




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	 	12.	 	Notices.
	 
	 	 	 	For purposes of Section 15.03 of the Indenture, the address of NGSC shall be as follows:
	 
	 	 	 	Northrop Grumman Systems Corporation

1840 Century Park East

Los Angeles, CA 90067

Attention: Mark Rabinowitz, Corporate Vice President and Treasurer





     IN WITNESS WHEREOF, the parties hereto have caused this Ninth Supplemental Indenture to be
duly executed as of December 31, 2009.



	 	 	 	 	 	 	 
	 	 	NORTHROP GRUMMAN SPACE & MISSION SYSTEMS CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Mark Rabinowitz	 	 
	 	 	 	 	 
	 

	 	By:
	 	Mark Rabinowitz	 	 
	 

	 	Its:
	 	Treasurer	 	 






	 	 	 	 	 
	Attest:	 	 
	 
	 	 	 	 
	 

	 	/s/ Kathleen M. Salmas	 	 
	 	 	 
	By:

	 	Kathleen M. Salmas	 	 
	Its:

	 	Secretary	 	 






	 	 	 	 	 	 	 
	 	 	NORTHROP GRUMMAN CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Mark Rabinowitz	 	 
	 	 	 	 	 
	 

	 	By:
	 	Mark Rabinowitz	 	 
	 

	 	Its:
	 	Corporate Vice President and Treasurer	 	 






	 	 	 	 	 
	Attest:	 	 
	 
	 	 	 	 
	 

	 	/s/ Kathleen M. Salmas	 	 
	 	 	 
	By:

	 	Kathleen M. Salmas	 	 
	Its:

	 	Assistant Secretary	 	 






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	 	 	NORTHROP GRUMMAN SYSTEMS CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Mark Rabinowitz	 	 
	 	 	 	 	 
	 

	 	By:
	 	Mark Rabinowitz	 	 
	 

	 	Its:
	 	Treasurer	 	 






	 	 	 	 	 
	Attest:	 	 
	 
	 	 	 	 
	 

	 	/s/ Kathleen M. Salmas	 	 
	 	 	 
	By:

	 	Kathleen M. Salmas	 	 
	Its:

	 	Secretary	 	 






	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Lawrence J. O’Brien	 	 
	 	 	 	 	 
	 

	 	By:
	 	Lawrence J. O’Brien	 	 
	 

	 	Its:
	 	Vice President	 	 







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