exv10w14






EXHIBIT 10.14




PERFORMANCE AND INDEMNITY AGREEMENT




[                    ]



Between



Huntington Ingalls Industries, Inc. and Northrop Grumman Corporation (“NGC”)



Relating to the Guaranty Agreement between NGC and

The Bank of New York Mellon Trust Company, N.A., as trustee



 









 





     THIS PERFORMANCE AND INDEMNITY AGREEMENT (this “Agreement”) is made as of
[                    ], 2011,
by and between Huntington Ingalls Industries, Inc., a Delaware corporation having its office at
4101 Washington Avenue, Newport News, VA 23607 (“HII”), and Northrop Grumman Corporation, a
Delaware corporation having its office at 4101 Washington Avenue, Newport News, VA 23607 (“NGC”).



RECITALS



A. Pursuant to the Separation and Distribution Agreement (the “Separation Agreement”), dated as of
the date hereof, among HII, NGC, New P, Inc., a Delaware corporation (“New NGC”) and certain
subsidiaries of NGC, the parties thereto have agreed, among other things, that New NGC will
distribute all of the outstanding shares of common stock of HII to the holders of common stock of
New NGC (the “Distribution”).



B. Pursuant to the Guaranty Agreement (the “Guaranty Agreement”), dated as of December 1, 2006,
between NGC, as guarantor, and The Bank of New York Mellon Trust Company, N.A. (formerly
known as The Bank of New York Trust Company, N.A.), as trustee (“BoNY”), NGC has guaranteed the
payment of the Gulf Opportunity Zone Industrial Development Revenue Bonds (NGSS, Inc. Project),
Series 2006 due 2028 (the “Bonds”), issued by the Mississippi Business Finance Corporation (“MBFC”)
on behalf of Northrop Grumman Shipbuilding, Inc., a Virginia corporation, a subsidiary of NGC,
under the Trust Indenture (the “Indenture”), dated as of December 1, 2006, by and between the MBFC,
as issuer, and BoNY, as trustee.



C. As a condition to the Distribution under the Separation Agreement, HII and NGC must execute and
deliver this Agreement.



NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements and
conditions herein contained, the parties hereto agree as follows:





	1.	 	PERFORMANCE BY HII ON BEHALF OF NGC
	 
	1.1	 	HII shall comply, on behalf of NGC, with all the provisions of the Guaranty Agreement with
which NGC is obligated to comply. HII shall have responsibility for the payment and
performance of all outstanding indebtedness, obligations and liabilities of every type and
description of the guarantor under the Guaranty Agreement whether now existing or hereafter
arising under the Guaranty Agreement and shall pay and perform such outstanding indebtedness,
obligations and liabilities in the time and manner required under the Guaranty Agreement as
the same fall due for payment and performance, notwithstanding that a request for payment
and/or performance may be directed to NGC.
	 
	1.2	 	If required in accordance with the terms of the Guaranty Agreement, HII shall make (a) the
full and prompt payment of the principal of, and premium, if any, on the Bonds when and as the
same shall become due, whether at the stated maturity thereof, by acceleration, call for
redemption, tender for purchase or otherwise; (b) the full and prompt payment of any interest
on the Bonds when and as the same shall become due; and (c) the full and prompt payment when
and as the same shall become due of any and




 









 






	 	 	all amounts which
may become due under the Indenture (as defined in the Guaranty Agreement), the Note (as
defined in the Indenture) or the Loan Agreement (as defined in the Guaranty Agreement).
	 
	1.3	 	HII shall remain responsible to comply with all the provisions of the Guaranty Agreement on
behalf of NGC, even if such provisions are amended, supplemented or otherwise modified after
the date hereof.
	 
	1.4	 	NGC will continue to be the guarantor of the Bonds as provided in the Guaranty Agreement.
Nothing in this Agreement will release NGC from its obligations as guarantor under the
Guaranty Agreement.
	 
	2.	 	INDEMNIFICATION
	 
	 	 	HII shall indemnify NGC and keep NGC fully and effectively indemnified from and against and
hold NGC harmless from and against any and all past, present and future liabilities, losses,
damages, penalties, judgments, actions, proceedings, claims, demands, costs, fees and
expenses of any kind or nature whatsoever to which NGC may become subject or that may be
imposed on, incurred by, suffered by, made against or asserted against NGC, in any manner
relating to, arising out of or in connection with the Guaranty Agreement and/or any failure
by HII to perform any of those obligations, including in respect of any failure on the part
of NGC to perform any of those obligations which by this Agreement are to be performed by
HII, or any claim, litigation, investigation or proceeding relating thereto and to reimburse
NGC upon demand for any legal or other expenses incurred in connection with investigating or
defending any of the foregoing.
	 
	3.	 	WAIVERS
	 
	3.1	 	HII hereby waives, consistent with and to the extent waived in the Guaranty Agreement, any
and all defenses, legal or equitable, that it may have against any person to liability
hereunder, including (i) the illegality, invalidity or unenforceability of the Guaranty
Agreement and (ii) all defenses that at any time may be available to it by virtue of any
valuation, stay, moratorium or other law now or hereafter in effect.
	 
	3.2	 	HII hereby waives any setoff or counterclaim related to its obligations under this Agreement
that may at any time be available to it.
	 
	3.3	 	HII hereby waives presentment, demand for payment or performance, including diligence in
making demands hereunder, notice of dishonor or nonperformance, protest and all other notices
of any kind, including (i) notice of the existence, creation or incurrence of new or
additional indebtedness, liabilities or obligations under the Guaranty Agreement, (ii) notice
of any action taken or omitted in connection with the Guaranty Agreement, (iii) notice of any
default by NGC, (iv) notice that any portion of the indebtedness, liabilities or obligations
under the Guaranty Agreement is due, and (v) notice of any action against NGC.




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	4.	 	FURTHER ASSURANCES
	 
	 	 	HII, at its own expense, shall perform promptly such acts as may be reasonably necessary or
advisable, or that NGC may reasonably request at any time, to carry out the intent of this
Agreement, including, to execute and deliver (or cause any third party to execute and
deliver) any such additional agreements, documents and instruments to evidence HII’s
agreements to comply with the provisions of the Guaranty Agreement on NGC’s behalf and to
indemnify NGC as set forth in Sections 1 and 2 hereof.
	 
	5.	 	ENTIRE AGREEMENT
	 
	 	 	This Agreement represents the entire agreement between the parties in relation to the
subject matter of this Agreement and supersedes any previous agreement whether written or
oral between the parties in relation to that subject matter.
	 
	6.	 	SEVERABILITY
	 
	 	 	If any term or provision of this Agreement shall be held to be illegal or unenforceable, in
whole or in part, under any enactment or rule of law, such term or provision, or part
thereof, to the extent that it is illegal or unenforceable, shall be deemed not to form part
of this Agreement but the enforceability of the remainder of this Agreement shall not be
affected. Subject to the preceding sentence, should any term or provision of this Agreement
be or become ineffective, in whole or in part, for reasons beyond the control of the
parties, the parties shall use reasonable efforts to agree upon a new provision which shall
as nearly as possible have the same commercial effect as the ineffective term or provision
or part thereof.
	 
	7.	 	NOTICES
	 
	 	 	Any notice or other communications required or permitted hereunder shall be sufficiently
given if delivered in person, transmitted via facsimile (but only if followed by transmittal
by recognized overnight courier or hand delivery), or sent by registered or certified mail,
postage prepaid, or recognized overnight courier service addressed to the party concerned at
the relevant address shown at the beginning of this Agreement (or such other address as may
be notified from time to time in accordance with this Clause by the relevant party to the
other party), and such notice or communication shall be deemed to have been given (a) as of
the date so personally delivered or transmitted via facsimile, (b) on the third Business Day
after the mailing thereof or (c) on the first Business Day after delivery by recognized
overnight courier service. The term “Business Day” shall mean any day other than a
Saturday, Sunday or other day on which commercial banks in New York City are authorized or
required by law to close.
	 
	8.	 	COUNTERPARTS
	 
	 	 	This Agreement may be executed in any number of counterparts and by the parties on separate
counterparts, each of which shall be deemed an original and all of which taken together
shall constitute a single agreement.




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	9.	 	GOVERNING LAW
	 
	 	 	THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK (OTHER THAN CHOICE OF LAW RULES THAT WOULD REQUIRE THE APPLICATION OF THE
LAWS OF ANY OTHER JURISDICTION).
	 
	10.	 	INTERPRETATION
	 
	10.1	 	References
	 
	 	 	In this Agreement, unless the context otherwise requires:






	 	(a)	 	any reference to an agreement or other document is to that document as amended,
supplemented or replaced from time to time; and
	 
	 	(b)	 	the definitions of terms herein shall apply equally to the singular and plural
forms of the terms defined.






	10.2	 	Headings
	 
	 	 	In this Agreement the headings are for convenience only and shall not affect the
interpretation or construction of this Agreement.





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     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by
their respective officers or authorized signatories thereunto duly authorized as of the date first
above written.




	 	 	 	 	 
	 	HUNTINGTON INGALLS INDUSTRIES, INC.

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	NORTHROP GRUMMAN CORPORATION

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



Signature Page to Performance and Indemnity Agreement — Guaranty Agreement