exv4wxey






Exhibit 4(e)




NORTHROP GRUMMAN S&MS FINANCE, LLC, ISSUER




NORTHROP GRUMMAN CORPORATION, GUARANTOR




TO




THE BANK OF NEW YORK MELLON, TRUSTEE




                           




INDENTURE




Dated as of                ,       


                    



SENIOR DEBT SECURITIES







 









 








NORTHROP GRUMMAN S&MS FINANCE, LLC




and




NORTHROP GRUMMAN CORPORATION




Reconciliation and tie between Trust Indenture Act of 1939

and this Indenture




	 	 	 	 	 
	Section of	 	 	 	 
	Trust Indenture	 	 	 	Section(s) of
	Act
of 1939	 	 	 	Indenture
	§ 310
	 	(a)(1)	 	609
	 
	 	(a)(2)	 	609
	 
	 	(a)(3)	 	Not Applicable
	 
	 	(a)(4)	 	Not Applicable
	 
	 	(a)(5)	 	609
	 
	 	(b)	 	608, 610
	 
	 	(c)	 	Not Applicable
	§311
	 	(a)	 	613
	 
	 	(b)	 	613
	 
	 	(c)	 	Not Applicable
	§ 312
	 	(a)	 	701, 702
	 
	 	(b)	 	702
	 
	 	(c)	 	702
	§313
	 	(a)	 	703
	 
	 	(b)	 	703
	 
	 	(c)	 	703
	 
	 	(d)	 	703
	§ 314
	 	(a)	 	704, 1004
	 
	 	(b)	 	Not Applicable
	 
	 	(c)(1)	 	102
	 
	 	(c)(2)	 	102
	 
	 	(c)(3)	 	Not Applicable
	 
	 	(d)	 	Not Applicable
	 
	 	(e)	 	102
	 
	 	(f)	 	102, 704, 1004
	§315
	 	(a)	 	601
	 
	 	(b)	 	602
	 
	 	(c)	 	601
	 
	 	(d)	 	601
	 
	 	(e)	 	514
	§ 316
	 	(a)(1)(A)	 	512
	 
	 	(a)(1)(B)	 	513
	 
	 	(a)(2)	 	Not Applicable
	 
	 	(a)(last sentence)	 	101
	 
	 	(b)	 	508
	 
	 	(c)	 	104
	§317
	 	(a)(1)	 	503
	 
	 	(a)(2)	 	504
	 
	 	(b)	 	1003
	§318
	 	(a)	 	107





Note:   This reconciliation and tie shall not, for any purpose, be deemed to be a part of the
Indenture.







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TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	 	1	 
	101.
	 	Definition	 	 	1	 
	102.
	 	Compliance Certificates and Opinions	 	 	8	 
	103.
	 	Form of Documents Delivered to Trustee	 	 	8	 
	104.
	 	Acts of Holders; Record Dates	 	 	9	 
	105.
	 	Notices, Etc., to Trustee, Company and Guarantor	 	 	11	 
	106.
	 	Notice to Holders; Waiver	 	 	11	 
	107.
	 	Conflict with Trust Indenture Act	 	 	12	 
	108.
	 	Effect of Headings and Table of Contents	 	 	12	 
	109.
	 	Successors and Assigns	 	 	12	 
	110.
	 	Separability Clause	 	 	12	 
	111.
	 	Benefits of Indenture	 	 	12	 
	112.
	 	Governing Law	 	 	12	 
	113.
	 	Legal Holidays	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE 2 SECURITY FORMS	 	 	12	 
	201.
	 	Forms Generally	 	 	12	 
	202.
	 	Form of Face of Security	 	 	13	 
	203.
	 	Form of Reverse of Security	 	 	15	 
	204.
	 	Form of Legend for Global Securities	 	 	19	 
	205.
	 	Form of Trustee’s Certificate of Authentication	 	 	19	 
	206.
	 	Form of Guarantee	 	 	19	 
	 
	 	 	 	 	 	 
	ARTICLE 3 THE SECURITIES	 	 	20	 
	301.
	 	Amount Unlimited; Issuable in Series	 	 	20	 
	302.
	 	Denominations	 	 	23	 
	303.
	 	Execution, Authentication, Delivery and Dating	 	 	23	 
	304.
	 	Temporary Securities	 	 	25	 
	305.
	 	Registration, Registration of Transfer and Exchange	 	 	25	 
	306.
	 	Mutilated, Destroyed, Lost or Stolen Securities	 	 	27	 
	307.
	 	Payment of Interest; Interest Rights Preserved	 	 	28	 
	308.
	 	Persons Deemed Owners	 	 	29	 
	309.
	 	Cancellation	 	 	29	 
	310.
	 	Computation of Interest	 	 	30	 
	 
	 	 	 	 	 	 
	ARTICLE 4 SATISFACTION AND DISCHARGE	 	 	30	 
	401.
	 	Satisfaction and Discharge of Indenture	 	 	30	 
	402.
	 	Application of Trust Money	 	 	31	 
	 
	 	 	 	 	 	 
	ARTICLE 5 REMEDIES	 	 	31	 
	501.
	 	Events of Default	 	 	31	 
	502.
	 	Acceleration of Maturity; Rescission and Annulment	 	 	33	 
	503.
	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	 	34	 






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	504.
	 	Trustee May File Proofs of Claim	 	 	34	 
	505.
	 	Trustee May Enforce Claims Without Possession of Securities	 	 	35	 
	506.
	 	Application of Money Collected	 	 	35	 
	507.
	 	Limitation on Suits	 	 	35	 
	508.
	 	Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert	 	 	36	 
	509.
	 	Restoration of Rights and Remedies	 	 	36	 
	510.
	 	Rights and Remedies Cumulative	 	 	36	 
	511.
	 	Delay or Omission Not Waiver	 	 	36	 
	512.
	 	Control by Holders	 	 	37	 
	513.
	 	Waiver of Past Defaults	 	 	37	 
	514.
	 	Undertaking for Costs	 	 	37	 
	515.
	 	Waiver of Usury, Stay or Extension Laws	 	 	37	 
	 
	 	 	 	 	 	 
	ARTICLE 6 THE TRUSTEE	 	 	38	 
	601.
	 	Certain Duties and Responsibilities	 	 	38	 
	602.
	 	Notice of Defaults	 	 	39	 
	603.
	 	Certain Rights of Trustee	 	 	39	 
	604.
	 	Not Responsible for Recitals or Issuance of Securities	 	 	41	 
	605.
	 	May Hold Securities	 	 	41	 
	606.
	 	Money Held in Trust	 	 	41	 
	607.
	 	Compensation and Reimbursement	 	 	41	 
	608.
	 	Conflicting Interests	 	 	42	 
	609.
	 	Corporate Trustee Required; Eligibility	 	 	42	 
	610.
	 	Resignation and Removal; Appointment of Successor	 	 	42	 
	611.
	 	Acceptance of Appointment by Successor	 	 	44	 
	612.
	 	Merger, Conversion, Consolidation or Succession to Business	 	 	45	 
	613.
	 	Preferential Collection of Claims Against Company and Guarantor	 	 	45	 
	614.
	 	Appointment of Authenticating Agent	 	 	45	 
	 
	 	 	 	 	 	 
	ARTICLE 7 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	 	47	 
	701.
	 	Company to Furnish Trustee Names and Addresses of Holders	 	 	47	 
	702.
	 	Preservation of Information; Communications to Holders	 	 	47	 
	703.
	 	Reports by Trustee	 	 	47	 
	704.
	 	Reports by Company and Guarantor	 	 	48	 
	 
	 	 	 	 	 	 
	ARTICLE 8 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	 	 	48	 
	801.
	 	Company May Consolidate, Etc., Only on Certain Terms	 	 	48	 
	802.
	 	Successor Substituted	 	 	48	 
	 
	 	 	 	 	 	 
	ARTICLE 9 SUPPLEMENTAL INDENTURES	 	 	49	 
	901.
	 	Supplemental Indentures Without Consent of Holders	 	 	49	 
	902.
	 	Supplemental Indentures with Consent of Holders	 	 	50	 
	903.
	 	Execution of Supplemental Indentures	 	 	51	 
	904.
	 	Effect of Supplemental Indentures	 	 	51	 
	905.
	 	Conformity with Trust Indenture Act	 	 	51	 






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	906. 
	 	Reference in Securities to Supplemental Indentures	 	 	51	 
	 
	 	 	 	 	 	 
	ARTICLE 10 COVENANTS	 	 	52	 
	1001.
	 	Payment of Principal, Premium and Interest	 	 	52	 
	1002.
	 	Maintenance of Office or Agency	 	 	52	 
	1003.
	 	Money for Securities Payments to Be Held in Trust	 	 	52	 
	1004.
	 	Statement by Officers as to Default	 	 	53	 
	1005.
	 	Existence	 	 	54	 
	1006.
	 	Maintenance of Properties	 	 	54	 
	1007.
	 	Payment of Taxes and Other Claims	 	 	54	 
	1008.
	 	Waiver of Certain Covenants	 	 	55	 
	1009.
	 	Limitation on Liens	 	 	55	 
	1010.
	 	Limitation on Sale and Lease-Back	 	 	57	 
	 
	 	 	 	 	 	 
	ARTICLE 11 REDEMPTION OF SECURITIES	 	 	57	 
	1101.
	 	Applicability of Article	 	 	57	 
	1102.
	 	Election to Redeem; Notice to Trustee	 	 	57	 
	1103.
	 	Selection by Trustee of Securities to Be Redeemed	 	 	58	 
	1104.
	 	Notice of Redemption	 	 	58	 
	1105.
	 	Deposit of Redemption Price	 	 	59	 
	1106.
	 	Securities Payable on Redemption Date	 	 	59	 
	1107.
	 	Securities Redeemed in Part	 	 	60	 
	 
	 	 	 	 	 	 
	ARTICLE 12 SINKING FUNDS	 	 	60	 
	1201.
	 	Applicability of Article	 	 	60	 
	1202.
	 	Satisfaction of Sinking Fund Payments with Securities	 	 	60	 
	1203.
	 	Redemption of Securities for Sinking Fund	 	 	60	 
	 
	 	 	 	 	 	 
	ARTICLE 13 DEFEASANCE AND COVENANT DEFEASANCE	 	 	61	 
	1301.
	 	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance	 	 	61	 
	1302.
	 	Defeasance and Discharge	 	 	61	 
	1303.
	 	Covenant Defeasance	 	 	61	 
	1304.
	 	Conditions to Defeasance or Covenant Defeasance	 	 	62	 
	1305.
	 	Deposited Money and U.S. Government
Obligations to Be Held in Trust; Miscellaneous Provisions	 	 	65	 
	1306.
	 	Reinstatement	 	 	65	 
	1307.
	 	Qualifying Trustee	 	 	65	 
	 
	 	 	 	 	 	 
	ARTICLE 14 GUARANTEE	 	 	66	 
	1401.
	 	Guarantee	 	 	66	 
	1402.
	 	Guarantee Absolute	 	 	67	 
	1403.
	 	Waiver	 	 	68	 
	1404.
	 	Financial Condition of the Company	 	 	69	 
	1405.
	 	Subrogation	 	 	69	 
	1406.
	 	Modifications and/or Amendments	 	 	69	 
	1407.
	 	No Waiver, Remedies	 	 	70	 






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	1408.
	 	Continuing Guarantee	 	 	70	 
	1409.
	 	Consolidation, Merger, Conveyance, Transfer or Lease	 	 	70	 
	1410.
	 	Successor Substituted	 	 	71	 
	1411.
	 	Transfer of Guarantee	 	 	71	 
	1412.
	 	Non-Impairment	 	 	71	 






- v -









 





     INDENTURE dated as of                                  ,                      among NORTHROP GRUMMAN S&MS FINANCE, LLC, a limited
liability company duly organized and existing under the laws of the State of Delaware (herein
called the “Company”), having its principal office at 1840 Century Park East, Los Angeles,
California 90067, NORTHROP GRUMMAN CORPORATION, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the “Guarantor”), having its principal office at 1840
Century Park East, Los Angeles, California 90067, and THE BANK OF NEW YORK MELLON, a corporation
duly organized and existing under the laws of the State of New York, as Trustee (herein called the
“Trustee”), having its Corporate Trust Office at 101 Barclay Street, New York, NY 10286.



RECITALS OF THE COMPANY




     The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its unsecured debentures, notes or other evidences of
indebtedness (herein called the “Securities”), to be issued in one or more series as this Indenture
provides.



     The Guarantor has duly authorized the execution and delivery of this Indenture to provide for
the Guarantee (as defined herein) of the Securities to be issued by the Company under this
Indenture.



     All things necessary to make this Indenture a valid agreement of the Company and the
Guarantor, in accordance with its terms, have been done.



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



     For and in consideration of the promises and the purchase of the Securities by the Holders
thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the
Securities or of series thereof, as follows:



ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION





	101. 	Definition. For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:







	 	(1)	 	the terms defined in this Article have the meanings assigned to them in this
Article and include the plural as well as the singular;

	 
	 	(2)	 	all other terms used herein which are defined in the Trust Indenture Act,
either directly or by reference therein, have the meanings assigned to them therein;

	 
	 	(3)	 	all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles, and, except as
otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder shall
mean such accounting principles as are generally accepted at the date hereof;





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	 	(4)	 	unless the context otherwise requires, any reference to an “Article” or a
“Section” or “Clause” refers to an Article or a Section or Clause, as the case may be,
of this Indenture; and

	 
	 	(5)	 	the words “herein,” “hereof,” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or other
subdivision.







	 	 	“Act,” when used with respect to any Holder, has the meaning specified in Section
104.

	 
	 	 	“Affiliate” of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such specified
Person. For the purposes of this definition, “control” when used with respect to any
specified Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms “controlling” and “controlled” have meanings correlative to the
foregoing.

	 
	 	 	“Attributable Debt” has the meaning specified in Section 1010.

	 
	 	 	“Authenticating Agent” means any Person authorized by the Trustee pursuant to
Section 614 to act on behalf of the Trustee to authenticate Securities of one or more
series.

	 
	 	 	“Board of Directors” or “Board” means either the board of managers of the
Company or the board of directors of the Guarantor, as the case may be, or any duly
authorized committee of that board.

	 
	 	 	“Board Resolution” means (i) a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company or the Guarantor, as the case may be, to have been duly
adopted by the Board of Directors and to be in full force and effect on the date of such
certification, or (ii) a certificate signed by the authorized officer or officers of the
Company or Guarantor to whom the Board of Directors of the Company or the Guarantor, as the
case may be, has delegated its authority, and in each case, delivered to the Trustee.

	 
	 	 	“Business Day,” when used with respect to any Place of Payment, means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in
that Place of Payment are authorized or obligated by law or executive order to close.

	 
	 	 	“Commission” means the Securities and Exchange Commission, from time to time
constituted, created under the Exchange Act, or, if at any time after the execution of this
instrument such Commission is not existing and performing the duties now assigned to it
under the Trust Indenture Act, then the body performing such duties at such time.

	 
	 	 	“Company” means the Person named as the “Company” in the first paragraph of this
instrument until a successor Person shall have become such pursuant to the applicable






- 2 -









 





	 	 	provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

	 
	 	 	“Company Request” or “Company Order” means a written request or order signed
in the name of the Company by its Chairman of the Board, its Vice Chairman of the Board, its
President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary
or an Assistant Secretary, and delivered to the Trustee.

	 
	 	 	“Consolidated Net Tangible Assets” means, as of any particular time, the aggregate
amount of assets (less applicable reserves and properly deductible items) after deducting
therefrom (a) all current liabilities except for (i) notes and loans payable, (ii) current
maturities of long-term debt, (iii) current maturities of obligations under capital leases,
and (iv) deferred income taxes and (b) all goodwill, tradenames, trademarks, patents,
unamortized debt discount and expenses (to the extent included in said aggregate amount of
assets) and other like intangibles, all as set forth on the most recent quarterly or annual
consolidated balance sheet of the Guarantor and its consolidated Subsidiaries and computed
in accordance with generally accepted accounting principles.

	 
	 	 	“Corporate Trust Office” means the office of the Trustee or agent of the Trustee, at
which at any particular time the corporate trust business of the Trustee or such agent shall
be principally administered, which office at the date hereof is located at 101 Barclay
Street, New York, NY 10286.

	 
	 	 	“corporation” means a corporation, association, company, joint-stock company or
business trust.

	 
	 	 	“Covenant Defeasance” has the meaning specified in Section 1303.

	 
	 	 	“Debt,” for purposes of Sections 1009 and 1010, shall have the meaning ascribed that
term in Section 1009.

	 
	 	 	“Defaulted Interest” has the meaning specified in Section 307.

	 
	 	 	“Defeasance” has the meaning specified in Section 1302.

	 
	 	 	“Depositary” means, with respect to Securities of any series issuable in whole or in
part in the form of one or more Global Securities, a clearing agency registered under the
Exchange Act that is designated to act as Depositary for such Securities as contemplated by
Section 301.

	 
	 	 	“Event of Default” has the meaning specified in Section 501.

	 
	 	 	“Exchange Act” means the Securities Exchange Act of 1934 and any statute successor
thereto, in each case as amended from time to time.

	 
	 	 	“Expiration Date” has the meaning specified in Section 104.

	 
	 	 	“Foreign Government Obligation” has the meaning specified in Section 1304.






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	 	 	“Guarantee” means the guarantee of the Company’s obligations under the Securities of
any applicable series by the Guarantor under this Indenture.

	 
	 	 	“Guaranteed Obligations” has the meaning specified in Section 1401.

	 
	 	 	“Guarantor” means the Person named as the “Guarantor” in the first paragraph of this
Indenture until a successor Person shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Guarantor” shall means such successor Person.

	 
	 	 	“Global Security” means a Security that evidences all or part of the Securities of
any series and bears the legend set forth in Section 204 (or such legend as may be specified
as contemplated by Section 301 for such Securities).

	 
	 	 	“Holder” means a Person in whose name a Security is registered in the Security
Register.

	 
	 	 	“Indenture” means this instrument as originally executed and as it may from time to
time be supplemented or amended by one or more indentures supplemental hereto entered into
pursuant to the applicable provisions hereof, including, for all purposes of this instrument
and any such supplemental indenture, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this instrument and any such supplemental indenture,
respectively. The term “Indenture” shall also include the terms of particular series of
Securities established as contemplated by Section 301.

	 
	 	 	“interest,” when used with respect to an Original Issue Discount Security which by
its terms bears interest only after Maturity, means interest payable after Maturity.

	 
	 	 	“Interest Payment Date,” when used with respect to any Security, means the Stated
Maturity of an installment of interest on such Security.

	 
	 	 	“Investment Company Act” means the Investment Company Act of 1940 and any statute
successor thereto, in each case as amended from time to time.

	 
	 	 	“Maturity,” when used with respect to any Security, means the date on which the
principal of such Security or an installment of principal becomes due and payable as therein
or herein provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption or otherwise.

	 
	 	 	“Mortgage” has the meaning ascribed that term in Section 1009.

	 
	 	 	“Notice of Default” means a written notice of the kind specified in Section 501(4).

	 
	 	 	“Officers’ Certificate” means a certificate signed by the Chairman of the Board, a
Vice Chairman of the Board, the President or a Vice President, and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company or the
Guarantor, as the case may be, and delivered to the Trustee.





- 4 -









 






	 	 	“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the
Company or Guarantor, and who shall be acceptable to the Trustee.

	 
	 	 	“Original Issue Discount Security” means any Security which provides for an amount
less than the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502.

	 
	 	 	“Outstanding,” when used with respect to Securities, means, as of the date of
determination, all Securities theretofore authenticated and delivered under this Indenture,
except:







	 	(1)	 	Securities theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;

	 
	 	(2)	 	Securities for whose payment or redemption money in the necessary amount has
been theretofore deposited with the Trustee or any Paying Agent (other than the Company
or Guarantor) in trust or set aside and segregated in trust by the Company or the
Guarantor (if the Company or the Guarantor shall act as Paying Agent) for the Holders
of such Securities; provided that, if such Securities are to be redeemed, notice of
such redemption has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made;

	 
	 	(3)	 	Securities as to which Defeasance has been effected pursuant to Section 1302;
and

	 
	 	(4)	 	Securities which have been paid pursuant to Section 306 or in exchange for or
in lieu of which other Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are held by
a bona fide purchaser in whose hands such Securities are valid obligations of the
Company;







	 	 	provided, however, that in determining whether the Holders of the requisite principal amount
of the Outstanding Securities have given, made or taken any request, demand, authorization,
direction, notice, consent, waiver or other action hereunder as of any date, (A) the
principal amount of an Original Issue Discount Security which shall be deemed to be
Outstanding shall be the amount of the principal thereof which would be due and payable as
of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502,
(B) if, as of such date, the principal amount payable at the Stated Maturity of a Security
is not determinable, the principal amount of such Security which shall be deemed to be
Outstanding shall be the amount as specified or determined as contemplated by Section
301(15), (C) the principal amount of a Security denominated in one or more foreign
currencies or currency units which shall be deemed to be Outstanding shall be the U.S.
dollar equivalent, determined as of such date in the manner provided as contemplated by
Section 301, of the principal amount of such Security (or, in the case of a Security
described in Clause (A) or (B) above, of the amount determined as provided in such Clause),
and (D) Securities owned by the Company, the Guarantor or any other obligor upon the
Securities or any Affiliate of the Company, the Guarantor or





- 5 -









 






	 	 	of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only Securities which a
Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such Securities and that the pledgee is not the Company, the Guarantor or
any other obligor upon the Securities or any Affiliate of the Company, the Guarantor or of
such other obligor.

	 
	 	 	“Paying Agent” means any Person authorized by the Company to pay the principal of or
any premium or interest on any Securities on behalf of the Company.

	 
	 	 	“Person” means any individual, corporation, limited liability company, partnership,
joint venture, trust, unincorporated organization or government or any agency or political
subdivision thereof.

	 
	 	 	“Place of Payment,” when used with respect to the Securities of any series, means
the place or places where the principal of any premium and interest on the Securities of
that series are payable as specified as contemplated by Section 301(6).

	 
	 	 	“Predecessor Security” of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such particular Security;
and, for the purposes of this definition, any Security authenticated and delivered under
Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Security.

	 
	 	 	“Principal Property” means any manufacturing plant or manufacturing facility which
is (i) owned by the Guarantor or any Restricted Subsidiary and (ii) located within the
continental United States of America, except any such plant which, in the opinion of the
Board of Directors of the Guarantor, is not of material importance to the total business
conducted by the Guarantor and the Restricted Subsidiaries taken as a whole.

	 
	 	 	“Redemption Date,” when used with respect to any Security to be redeemed, means the
date fixed for such redemption by or pursuant to this Indenture.

	 
	 	 	“Redemption Price,” when used with respect to any Security to be redeemed, means the
price at which it is to be redeemed pursuant to this Indenture.

	 
	 	 	“Regular Record Date” for the interest payable on any Interest Payment Date on the
Securities of any series means the date specified for that purpose as contemplated by
Section 301.

	 
	 	 	“Responsible Officer,” when used with respect to the Trustee, means any officer
within the Corporate Trust Office of the Trustee including any vice president, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer, any senior trust officer or assistant trust officer or
any other officer of





- 6 -









 






	 	 	the Trustee customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his knowledge of and familiarity
with the particular subject.

	 
	 	 	“Restricted Subsidiary” means any Subsidiary of the Guarantor except any Subsidiary
substantially all of the assets of which are located, or substantially all of the business
of which is carried on, outside of the United States of America, or any Subsidiary
substantially all of the assets of which consist of stock or other securities of such a
Subsidiary.

	 
	 	 	“Securities” has the meaning stated in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this Indenture.

	 
	 	 	“Securities Act” means the Securities Act of 1933 and any statute successor thereto,
in each case as amended from time to time.

	 
	 	 	“Security Register” and “Security Registrar” have the respective meanings
specified in Section 305.

	 
	 	 	“Special Record Date” for the payment of any Defaulted Interest means a date fixed
by the Trustee pursuant to Section 307.

	 
	 	 	“Stated Maturity,” when used with respect to any Security or any installment of
principal thereof or interest thereon, means the date specified in such Security as the
fixed date on which the principal of such Security or such installment of principal or
interest is due and payable.

	 
	 	 	“Subsidiary” means a corporation more than 50% of the outstanding voting stock of
which is owned, directly or indirectly, by the Guarantor or by one or more other
Subsidiaries, or by the Guarantor and one or more other Subsidiaries. For the purposes of
this definition, “voting stock” means stock which ordinarily has voting power for the
election of directors, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.

	 
	 	 	“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date
as of which this instrument was executed; provided, however, that in the event the Trust
Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.

	 
	 	 	“Trustee” means the Person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who
is then a Trustee hereunder, and if at any time there is more than one such Person,
“Trustee” as used with respect to the Securities of any series shall mean the Trustee with
respect to Securities of that series.

	 
	 	 	“U.S. Government Obligation” has the meaning specified in Section 1304.





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	 	 	“Vice President,” when used with respect to the Company, the Guarantor or the
Trustee, means any vice president, whether or not designated by a number or a word or words
added before or after the title “Vice President.”

	 
	102.	 	Compliance Certificates and Opinions. Upon any application or request by the
Company or the Guarantor to the Trustee to take any action under any provision of this
Indenture, the Company or the Guarantor shall furnish to the Trustee such certificates and
opinions as may be required under the Trust Indenture Act. Each such certificate or opinion
shall be given in the form of an Officers’ Certificate, if to be given by an officer of the
Company or the Guarantor, or an Opinion of Counsel, if to be given by counsel, and shall
comply with the requirements of the Trust Indenture Act and any other requirements set forth
in this Indenture.

	 
	 	 	Every certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than the Officers’ Certificate provided for in Section
1004 hereof) shall include:







	 	(1)	 	a statement that each individual signing such certificate or opinion has read
such covenant or condition and the definitions herein relating thereto;

	 
	 	(2)	 	a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such certificate or
opinion are based;

	 
	 	(3)	 	a statement that, in the opinion of each such individual, he has made such
examination or investigation as is necessary to enable him to express an informed
opinion as to whether or not such covenant or condition has been complied with; and

	 
	 	(4)	 	a statement as to whether, in the opinion of each such individual, such
condition or covenant has been complied with.







	103.	 	Form of Documents Delivered to Trustee. In any case where several matters are
required to be certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one such Person
may certify or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

	 
	 	 	Any certificate or opinion of an officer of the Company or the Guarantor may be based,
insofar as it relates to legal matters, upon an opinion of counsel, unless such officer
knows, or in the exercise
of reasonable care should know, that the opinion with respect to
the matters upon which his certificate or opinion is based are erroneous. Any such
certificate or opinion of counsel may be based, insofar as it relates to factual matters,
upon a certificate of, or representations by, an officer or officers of the Company or
Guarantor stating that the information with respect to such factual matters is in the
possession of the Company or Guarantor, unless such counsel knows, or in the exercise






- 8 -









 





	 	 	of
reasonable care should know, that the certificate or representations with respect to such
matters are erroneous.

	 
	 	 	Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they
may, but need not, be consolidated and form one instrument.

	 
	104.	 	Acts of Holders; Record Dates. Any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this Indenture to be given,
made or taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company or the Guarantor. Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes referred to as
the “Act” of the Holders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee,
the Company and the Guarantor, if made in the manner provided in this Section.

	 
	 	 	The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a notary
public or other officer authorized by law to take acknowledgments of deeds, certifying that
the individual signing such instrument or writing acknowledged to him the execution thereof.
Where such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing, or the
authority of the Person executing the same, may also be proved in any other manner which the
Trustee deems sufficient.

	 
	 	 	The ownership of Securities shall be proved by the Security Register.

	 
	 	 	Any request, demand, authorization, direction, notice, consent, waiver or other Act of the
Holder of any Security shall bind every future Holder of the same Security and the Holder of
every Security issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee,
the Company or the Guarantor in reliance thereon, whether or not notation of such action is
made upon such Security.

	 
	 	 	The Company may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or permitted by
this Indenture to be given, made or taken by Holders of Securities of such
series, provided that the Company may not set a record date for, and the provisions of this
paragraph shall not apply with respect to, the giving or making of any notice, declaration,
request or direction referred to in the next paragraph. If any record date is set pursuant to






- 9 -









 





	 	 	this paragraph, the Holders of Outstanding Securities of the relevant series on such
record date, and no other Holders, shall be entitled to take the relevant action, whether or
not such Holders remain Holders after such record date; provided that no such action shall
be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of Outstanding Securities of such series on such record
date. Nothing in this paragraph shall be construed to prevent the Company from setting a
new record date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and with no
action by any Person be cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.

	 
	 	 	The Trustee may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to join in the giving or making of (i) any
Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii)
any request to institute proceedings referred to in Section 507(2) or (iv) any direction
referred to in Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such
series on such record date, and no other Holders, shall be entitled to join in such notice,
declaration, request or direction, whether or not such Holders remain Holders after such
record date; provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any action for which
a record date has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be cancelled and of no
effect), and nothing in this paragraph shall be construed to render ineffective any action
taken by Holders of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set pursuant to
this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be given to the
Company in writing and to each Holder of Securities of the relevant series in the manner set
forth in Section 106.

	 
	 	 	With respect to any record date set pursuant to this Section, the party hereto which sets
such record dates may designate any date as the “Expiration Date” and from time to time may
change the Expiration Date to any earlier or later day; provided that no such change shall
be effective unless notice of the proposed new Expiration Date is given to the other party
hereto in writing, and to each Holder of Securities of the relevant series in the manner set
forth in Section 106, on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect
to any record date set pursuant to this
Section, the party hereto which sets such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with respect






- 10 -









 





	 	 	thereto,
subject to its right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after
the applicable record date.

	 
	 	 	Without limiting the foregoing, a Holder entitled hereunder to give or take any action
hereunder with regard to any particular Security may do so with regard to all or any part of
the principal amount of such Security or by one or more duly appointed agents each of which
may do so pursuant to such appointment with regard to all or any part of such principal
amount.

	 
	105.	 	Notices, Etc., to Trustee, Company and Guarantor. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other document
provided or permitted by this Indenture to be made upon, given or furnished to, or filed
with,







	 	  (1)	 	the Trustee by any Holder or by the Company or the Guarantor shall be
sufficient for every purpose hereunder if made, given, furnished or filed in writing to
or with the Trustee at 101 Barclay Street, New York, NY 10286 Attn: Corporate Finance,
or at any other address previously furnished in writing to the Company and the Holders
by the Trustee,

	 
	 	  (2)	 	the Company or the Guarantor 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 or the Guarantor, as
the case may be, addressed to it at the address of its principal office specified in
the first paragraph of this instrument, Attn. Secretary, or at any other address
previously furnished in writing to the Trustee by the Company or the Guarantor.







	106.	 	Notice to Holders; Waiver. Where this Indenture provides for notice to Holders
of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by
such event, at his address as it appears in the Security Register, not later than the latest
date (if any), and not earlier than the earliest date (if any), prescribed for the giving of
such notice. In any case where notice to Holders is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

	 
	 	 	In case by reason of the suspension of regular mail service or by reason of any other cause
it shall be impracticable to give such notice by mail, then such notification as shall be
made with the approval of the Trustee shall constitute a sufficient notification for every
purpose hereunder.





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	107.	 	Conflict with Trust Indenture Act. If any provision hereof limits, qualifies
or conflicts with a provision of the Trust Indenture Act that is required under such Act to
be a part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to apply to this
Indenture as so modified or to be excluded, as the case may be.

	 
	108.	 	Effect of Headings and Table of Contents. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect the
construction hereof.

	 
	109.	 	Successors and Assigns. All covenants and agreements in this Indenture by the
Company or the Guarantor shall bind its successors and assigns, whether so expressed or not.

	 
	110.	 	Separability Clause. In case any provision in this Indenture or in the
Securities or in any Guarantee 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.

	 
	111.	 	Benefits of Indenture. Nothing in this Indenture or in the Securities or in
any Guarantee, express or implied, shall give to any Person, other than the parties hereto
and their successors hereunder and the Holders, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

	 
	112.	 	Governing Law. This Indenture, the Securities and any Guarantee 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.

	 
	113.	 	Legal Holidays. In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities (other than a
provision of any
Security that specifically states that such provision shall apply in lieu of this Section))
payment of interest or principal (and premium, if any) need not be made at such Place of
Payment on such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity, provided, that no interest shall accrue with respect to
such payment for the period from and after such Interest Payment Date, Redemption Date or
Stated Maturity, as the case may be.






ARTICLE 2

SECURITY FORMS





	201.	 	Forms Generally. The Securities of each series shall be in substantially the
form set forth in this Article, or in such other form as shall be established by or pursuant
to a Board Resolution of the Company or in one or more indentures supplemental hereto, in
each case with such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may be 





- 12 -









 






	 	 	required
to comply with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their execution
thereof. If the form of Securities of any series is established by action taken pursuant to
a Board Resolution of the Company, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities.

	 
	 	 	Subject to Section 901(4), the definitive Securities shall be printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of such
Securities.

	 
	202.	 	Form of Face of Security. {Insert any legend required by the Securities Act or
the Internal Revenue Code or the regulations thereunder.}







			
	NORTHROP GRUMMAN S&MS FINANCE, LLC 

fully and unconditionally guaranteed by 

NORTHROP GRUMMAN CORPORATION	 	 
	 	 	 
	 	 
	 	 	 
	No.                     
	 	$                    
	 	 	 
	 
	 	CUSIP                    







	 	 	Northrop Grumman S&MS Finance, LLC, a limited liability company duly organized and existing
under the laws of Delaware (herein called the “Company,” which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby promises to
pay to                     , or registered assigns, the principal sum of
                     {Dollars} {if other than Dollars, substitute other currency or
currency units} on                                          {If the Security is to bear
interest prior to Maturity, insert -- and to pay interest thereon from                      or
from the most recent Interest Payment Date to which interest has been paid or duly provided
for, {semi-annually on                                           and                      in each
year} {if other than semi-annual interest at a fixed rate, insert -- frequency of payments
and payment dates}, commencing                      at {If the Security is to bear interest
at a fixed rate, insert -- the rate of                     % per annum} {if the Security is to bear interest
at a rate determined with reference to one or more formula, refer to description of index
below}, until the principal hereof is paid or made available for payment {If applicable,
insert --, provided that any principal and premium, and any such installment of interest,
which is overdue shall bear interest at the rate of                     % per annum (to the extent that the
payment of such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment, and such interest shall be payable on
demand.} Interest shall






- 13 -









 





	 	 	be computed on the basis of a 360-day year of twelve 30-day months.
The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the                      day (whether or not a Business
Day) next preceding such Interest Payment Date. Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special Record Date for
the Payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.}

	 
	 	 	{If the Securities are securities with respect to which the principal of or any premium or
interest may be determined with reference to one or more indices or formulas, insert the
text of such indices or formulas.}

	 
	 	 	{If the Security is not to
bear interest prior to Maturity, insert -- The principal of this
Security shall not bear interest except in the case of a default in payment of principal
upon acceleration, upon redemption or at Stated Maturity and in such case the overdue
principal and any overdue premium shall bear interest at the rate of                     % per annum (to
the extent that the payment of such interest shall be legally enforceable), from the dates
such amounts are due until they are paid or made available for payment. Interest on any
overdue principal or premium shall be payable on demand. {Any such interest on
overdue principal or premium which is not paid on demand shall bear interest at the rate of
                    % per annum (to the extent that the payment of such interest on interest
shall be legally enforceable), from the date of such demand until the amount so demanded is
paid or made available for payment. Interest on any overdue interest shall be payable on
demand.}}

	 
	 	 	Payment of the principal of
(and premium, if any) and {if applicable, insert -- any such}
interest on this Security will be made at the office or agency of the Company maintained for
that purpose in                      in such coin or currency {of the United States of America}
{if the Security is denominated in a currency other than U.S. dollars, specify other
currency or currency unit in which payment of the principal or any premium or interest may
be made} as at the time of payment is legal tender for payment of public and private debts
{if applicable, insert --; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or by wire transfer to an account maintained
by the Person entitled thereto as specified in the Security Register.}





- 14 -









 






	 	 	This Security is fully and unconditionally guaranteed by Northrop Grumman Corporation, a
corporation duly organized and existing under the laws of the State of Delaware (the
“Guarantor”).

	 
	 	 	Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth
at this place.

	 
	 	 	Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.

	 
	 	 	IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

	 
	 	 	Dated:                     






NORTHROP GRUMMAN S&MS FINANCE LLC




By                                        





	203.	 	Form of Reverse of Security. This Security is one of a duly authorized issue
of securities of the Company (herein called the “Securities”), issued and to be issued in
one or more series under an Indenture, dated as of                      ,                      (herein called the
“Indenture”, which term shall have the meaning assigned to it in such instrument), among the
Company, the Guarantor and The Bank of New York Mellon, as Trustee (herein called the
“Trustee”, which term includes any successor trustee under the Indenture), and reference is
hereby made to the
Indenture for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be authenticated and
delivered. This Security is one of the series designated on the face hereof {if applicable,
insert {initially} -- limited in aggregate principal amount to $                    }. {The
Securities are {unsecured general obligations of the Company.}}

	 
	 	 	{If applicable, insert -- The securities of this series are subject to redemption upon not
less than 30 days’ notice by mail, {If applicable, insert -- (1) on                      in any
year commencing with the year                      and ending with the year                      through
operation of the sinking fund for this series at a Redemption Price equal to 100% of the
principal amount, and (2)} at any time {if applicable, insert -- on or after                     ,
                    }, as a whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount), if redeemed {if applicable,
insert -- on or before                     ,                     % and if redeemed} during the 12-month
period beginning the                      day of                      of the years indicated,






	 	 	 	 	 	 	 
	Year
	 	Redemption Price
	 	Year
	 	Redemption Price

	 
	 	 
	 	 
	 	 





- 15 -









 






	 	 	and thereafter at a Redemption Price equal to                     % of the principal amount, together in
the case of any such redemption {if applicable, insert -- (whether through operation of the
sinking fund or otherwise)} with accrued interest to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such Redemption Date will be payable to
the Holders of such Securities, or one or more Predecessor Securities, of record at the
close of business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.}

	 
	 	 	{If applicable, insert -- The Securities of this series are subject to redemption upon not
less than 30 days’ notice by mail, (1) on                      in any year commencing with the
year                      and ending with the year                      through operation of the sinking fund for this
series at the Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below, and (2) at
any time {if applicable, insert -- on or after                     , as a whole or in part, at
the election of the Company, at the Redemption Prices for redemption otherwise than through
operation of the sinking fund (expressed as percentages of the principal amount) set forth
in the table below: If redeemed during the 12-month period beginning the                      day of
                     of the years indicated,






	 	 	 	 	 
	 	 	Redemption Price For Redemption	 	Redemption Price For Redemption
	 	 	Through Operation Of The Sinking 	 	Otherwise Than Through Operation 
	Year	 	Fund	 	Of The Sinking Fund
	 
	 	 
	 	 






	 	 	and thereafter at a Redemption Price equal to                     % of the principal amount, together in
the case of any such redemption (whether through operation of the sinking fund or otherwise)
with accrued interest to the Redemption Date, but interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the Indenture.}

	 
	 	 	{If applicable, insert -- Notwithstanding the foregoing, the Company may not, prior to
                     redeem any Securities of this series as contemplated by {if applicable,
insert -- Clause (2) of the preceding paragraph as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly, of moneys borrowed having an
interest cost to the Company (calculated in accordance with generally accepted financial
practice) of less than                     % per annum.}

	 
	 	 	{If applicable, insert -- The sinking fund for this series provides for the redemption on
                     in each year beginning with the year                      and ending with the year
                     of {if applicable, insert -- not less than $                     (“mandatory sinking
fund”) and not more than} $                     aggregate principal






- 16 -









 





	 	 	amount of Securities of this
series. Securities of this series acquired or redeemed by the Company otherwise than
through {if applicable, insert -- mandatory} sinking fund payments may be credited against
subsequent {if applicable, insert -- mandatory} {sinking fund payments otherwise required to
be made {if applicable, insert —, in the inverse order in which they become due}.}

	 
	 	 	{If the Security is subject to redemption of any kind, insert -- In the event of redemption
of this Security in part only, a new Security or Securities of this series and of like tenor
for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.}

	 
	 	 	{If the Security is not subject to redemption of any kind, insert -- This Security is not
redeemable prior to the Stated Maturity.}

	 
	 	 	{If applicable, insert -- The Indenture contains provisions for defeasance at any time of
{the entire indebtedness of this Security} {or} {certain restrictive covenants and Events of
Default with respect to this Security} {, in each case} upon compliance with certain
conditions set forth in the Indenture.}

	 
	 	 	{If the Security is convertible into securities of the Company, specify the conversion
features.}

	 
	 	 	{If the Security is not an Original Issue Discount Security, insert -- If an Event of
Default with respect to Securities of this series shall occur and be continuing, the
principal of the Securities of this series may be declared due and payable in the manner and
with the effect provided in the Indenture.}

	 
	 	 	{If the Security is an Original Issue Discount Security, insert -- If an Event of Default
with respect to Securities of this series shall occur and be continuing, an amount of
principal of the Securities of this series may be declared due and payable in the manner and
with the effect provided in the Indenture. Such amount shall be equal to {insert -- formula
for determining the amount.} Upon payment (i) of the amount of principal so declared due
and payable and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally enforceable), all of
the Company’s obligations in respect of the payment of the principal of and premium and
interest, if any, on the Securities of this series shall terminate.}

	 
	 	 	The Indenture permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations of the Company and the Guarantor and the
rights of the Holders of the Securities of each series to be affected under the Indenture at
any time by the Company, the Guarantor and the Trustee with the consent of the Holders of a
majority in principal amount of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by the Company
or the Guarantor with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any






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	 	 	such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

	 
	 	 	As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for
the appointment of a receiver or trustee or for any other remedy thereunder, unless such
Holder shall have previously given the Trustee written notice of a continuing Event of
Default with respect to the Securities of this series, the Holders of not less than 25% in
principal amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event of Default
as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities of this series at
the time Outstanding a direction inconsistent with such request, and shall have failed to
institute any such proceeding, for 60 days after receipt of such notice, request and offer
of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of principal hereof or any premium or interest
hereon on or after the respective due dates expressed herein.

	 
	 	 	No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of and any premium and interest on this Security at the times, place and
rate, and in the coin or currency, herein prescribed.

	 
	 	 	As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of the Company in any place
where the principal of and any premium and interest on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

	 
	 	 	The Securities of this series are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are exchangeable
for a like aggregate principal amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the same.

	 
	 	 	No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.






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	 	 	Prior to due presentment of this Security for registration of transfer, the Company, the
Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Guarantor, the Trustee
nor any such agent shall be affected by notice to the contrary.

	 
	 	 	All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

	 
	204.	 	Form of Legend for Global Securities. Unless otherwise specified as
contemplated by Section 301 for the Securities evidenced thereby, every Global Security
authenticated and delivered hereunder shall bear a legend in substantially the following
form:

	 
	 	 	THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY
NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

	 
	205.	 	Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of
authentication shall be in substantially the following form:

	 
	 	 	This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.






THE BANK OF NEW YORK MELLON, As

Trustee




Authorized Signatory





	206.	 	Form of Guarantee. The Guarantee shall be in substantially the following form:

	 
	 	 	      For value received, the undersigned (the “Guarantor”), to the extent set forth in and
subject to the terms of the Indenture dated as of                     ,                      (herein called the
“Indenture”, which term shall have the meaning assigned to it in such instrument), among
Northrop Grumman S&MS Finance, LLC, a limited liability company duly organized and existing
under the laws of the State of Delaware (the “Company”), the Guarantor and The Bank of New
York Mellon, as Trustee (herein called the “Trustee”, which term includes any successor
trustee under the Indenture), irrevocably and unconditionally guarantees, as a primary
obligor and not merely as a surety, to the Trustee and to each Holder (1) the full and
punctual payment when due, whether at Maturity, by acceleration, by redemption or otherwise,
of all obligations of the Company under this Indenture (including obligations to the
Trustee) and the Securities, whether for payment of principal, interest, or premium, if any,
on the Securities, the payment of any sinking fund payment, if any, provided for with
respect to any such






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	 	 	Security and all other monetary obligations of the Company under this
Indenture and the Securities, and (2) the full and punctual performance within applicable
grace periods of all other obligations of the Company whether for fees, expenses,
indemnification or otherwise under this Indenture and the Securities (all the foregoing
being herein collectively called the “Guaranteed Obligations”); and the Guarantor hereby
agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred
by such Holder or the Trustee in enforcing any rights under this Guarantee.

	 
	 	 	      The obligations of the Guarantor to the Holders and to the Trustee pursuant to this
Guarantee and the Indenture are expressly set forth in Article Fourteen of the Indenture,
and reference is hereby made to the Indenture for the precise terms and limitations of this
Guarantee. Each Holder of the Securities on which this Guarantee is endorsed, by accepting
such Securities, agrees to and shall be bound by such provisions.

	 
	 	 	      All terms used in this Guarantee which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.

	 
	 	 	      IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be signed by a duly
authorized officer.






NORTHROP GRUMMAN CORPORATION




Authorized Officer




ARTICLE 3

THE SECURITIES





	301.	 	Amount Unlimited; Issuable in Series. The aggregate principal amount of
Securities which may be authenticated and delivered under this Indenture is unlimited.

	 
	 	 	The Securities may be issued in one or more series. There shall be established in or
pursuant to a Board Resolution of the Company and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers’ Certificate of the Company, or
established in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series:







	 	(1)	 	the title of the Securities of the series (which shall distinguish the
Securities of the series from Securities of any other series);

	 
	 	(2)	 	any limit upon the aggregate principal amount of the Securities of the series
which may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107
and except for any Securities which, pursuant to Section 303, are deemed never to have
been authenticated and delivered hereunder);






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	 	(3)	 	the Person to whom any interest on a Security of the series shall be payable,
if other than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such
interest;

	 
	 	(4)	 	the date or dates on which the principal of any Securities of the series is
payable;

	 
	 	(5)	 	the rate or rates at which any Securities of the series shall bear interest, if
any, the date or dates from which any such interest shall accrue, the Interest Payment
Dates on which any such interest shall be payable and the Regular Record Date for any
such interest payable on any Interest Payment Date;

	 
	 	(6)	 	the place or places where the principal of and any premium and interest on any
Securities of the series shall be payable;

	 
	 	(7)	 	the period or periods within which, the price or prices at which and the terms
and conditions upon which any Securities of the series may be redeemed, in whole or in
part, at the option of the Company;

	 
	 	(8)	 	the obligation, if any, of the Company to redeem or purchase any Securities of
the series pursuant to any sinking fund or analogous provisions or at the option of the
Holder thereof and the period or periods within which, the price or prices at which
and the terms and conditions upon which any Securities of the series shall be
redeemed or purchased, in whole or in part, pursuant to such obligation;

	 
	 	(9)	 	any provision for the conversion or exchange of Securities of the series,
either at the option of the Holder thereof or the Company, into or for another security
or securities of the Company or the Guarantor, the security or securities into or for
which, the period or periods within which, the price or prices, including any
adjustments thereto, at which and the other terms and conditions upon which any
Securities of the series shall be converted or exchanged, in whole or in part, pursuant
to such obligation;

	 
	 	(10)	 	if other than denominations of $1,000 and any integral multiple thereof, the
denominations in which any Securities of the series shall be issuable;

	 
	 	(11)	 	if the amount of principal of or any premium or interest on any Securities of
the series may be determined with reference to one or more indices or pursuant to a
formula, the manner in which such amounts shall be determined;

	 
	 	(12)	 	if other than the currency of the United States of America, the currency,
currencies or currency units in which the principal of or any premium or interest on
any Securities of the series shall be payable and the manner of determining the
equivalent thereof in the currency of the United States of America for any purpose,
including for purposes of the definition of “Outstanding” in Section 101;

	 
	 	(13)	 	if the principal of or any premium or interest on any Securities of the series
is to be payable, at the election of the Company or the Holder thereof, in one or more






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	 	 	 	currencies or currency units other than that or those in which such Securities are
stated to be payable, the currency, currencies or currency units in which the principal
of or any premium or interest on such Securities as to which such election is made
shall be payable, the periods within which and the terms and conditions upon which such
election is to be made and the amount so payable (or the manner in which such amount
shall be determined);

	 
	 	(14)	 	if other than the entire principal amount thereof, the portion of the principal
amount of any Securities of the series which shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 502;

	 
	 	(15)	 	if the principal amount payable at the Stated Maturity of any Securities of the
series will not be determinable as of any one or more dates prior to the Stated
Maturity, the amount which shall be deemed to be the principal amount of such
Securities as of any such date for any purpose thereunder or hereunder, including the
principal amount thereof which shall be due and payable upon any Maturity other than
the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to
the Stated Maturity (or, in any such case, the manner in which such amount deemed to be
the principal amount shall be determined);

	 
	 	(16)	 	whether either or both of Section 1302 and Section 1303 shall not apply to the
Securities of the series;

	 
	 	(17)	 	if and as applicable, that any Securities of the series shall be issuable in
whole or in part in the form of one or more Global Securities and, in such case, the
respective Depositaries for such Global Securities, the form of any legend or legends
which shall be borne by any such Global Security in addition to or in lieu of that set
forth in Section 204 and any circumstances in addition to or in lieu of those set forth
in Clause (2) of Section 305 in which any such Global Security may be exchanged in
whole or in part for Securities registered, and any transfer of such Global Security in
whole or in part may be registered, in the name or names of Persons other than the
Depositary for such Global Security or a nominee thereof;

	 
	 	(18)	 	any addition to or change in the Events of Default which applies to any
Securities of the series and any change in the right of the Trustee or the requisite
Holders of such Securities to declare the principal amount thereof due and payable
pursuant to Section 502;

	 
	 	(19)	 	any addition to or change in the covenants set forth in Article Ten which
applies to Securities of the series;

	 
	 	(20)	 	any addition to or change in the provisions of the Guarantee which applies to
Securities of the series; and

	 
	 	(21)	 	any other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture, except as permitted by Section 901(5)).






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	 	 	All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to the Board Resolution referred to
above and (subject to Section 303) set forth, or determined in the manner provided in the
Officers’ Certificate referred to above or in any such indenture supplemental hereto. All
Securities of any one series need not be issued at one time and, unless otherwise provided,
a series may be reopened for issuances of additional Securities of such series.

	 
	 	 	Unless otherwise provided with respect to the Securities of any series, at the option of the
Company, interest on the Securities of any series that bears interest may be paid by mailing
a check to the address of the person entitled thereto as such address shall appear in the
Security Register.

	 
	 	 	If any of the terms of the series are established by action taken pursuant to a Board
Resolution of the Company, a copy of an appropriate record of such action shall be certified
by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or
prior to the delivery of the Officers’ Certificate setting forth the terms of the series.

	 
	302.	 	Denominations. The Securities of each series shall be issuable only in
registered form without coupons and only in such denominations as shall be specified as
contemplated by Section 301(10). In the absence of any such specified denomination with
respect to the Securities of any
series, the Securities of such series shall be issuable in denominations of $1,000 and any
integral multiple thereof.

	 
	303.	 	Execution, Authentication, Delivery and Dating. The Securities shall be
executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the
Board, its President, one of its Vice Presidents, its Treasurer, or its Secretary. The
signature of any of these officers on the Securities may be manual or facsimile.

	 
	 	 	Securities bearing the manual or facsimile signatures of individuals who were at any time
the proper officers of the Company shall bind the Company, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the authentication and
delivery of such Securities or did not hold such offices at the date of such Securities.

	 
	 	 	At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall authenticate and
deliver such Securities. If the form or terms of the Securities of the series have been
established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and
301, in authenticating such Securities, and accepting the additional responsibilities under
this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel
stating,






- 23 -









 











	 	(1)	 	if the form of such Securities has been established by or pursuant to Board
Resolution as permitted by Section 201, that such form has been established in
conformity with the provisions of this Indenture;

	 
	 	(2)	 	if the terms of such Securities have been established by or pursuant to Board
Resolution as permitted by Section 301, that such terms have been established in
conformity with the provisions of this Indenture;

	 
	 	(3)	 	that such Securities, when authenticated and delivered by the Trustee and
issued by the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and legally binding obligations of the
Company enforceable in accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity
principles and, if applicable, to provisions of law which may require that a judgment
for money damages rendered by a court in the United States be expressed in United
States dollars; and

	 
	 	(4)	 	that the Guarantees relating to such Securities, when the Securities on which
the Guarantees shall have been endorsed or to which the Guarantees relate shall have
been authenticated and delivered by the Trustee and issued by the Company in the manner
and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Guarantor enforceable in
accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or
affecting creditors’ rights and to general equity principles and, if applicable, to
provisions of law which may require that a judgment for money damages rendered by a
court in the United States be expressed in United States dollars.







	 	 	If such form or terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee’s own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

	 
	 	 	Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not be
necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 301 or
the Company Order and Opinion of Counsel otherwise required pursuant to such preceding
paragraph at or prior to the authentication of each Security of such series if such
documents are delivered at or prior to the authentication upon original issuance of the
first Security of such series to be issued.

	 
	 	 	Each Security shall be dated the date of its authentication.

	 
	 	 	No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of authentication






- 24 -









 





	 	 	substantially in the form provided for herein, executed by the Trustee by manual signature
of an authorized signatory, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated and
delivered hereunder. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company, and the
Company shall deliver such Security to the Trustee for cancellation as provided in Section
309, for all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the benefits of this
Indenture.

	 
	304.	 	Temporary Securities. Pending the preparation of definitive Securities of any
series, the Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued and having endorsed thereon
Guarantees duly executed by the Guarantor and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may determine,
as evidenced by their execution of such Securities.

	 
	 	 	If temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the preparation
of definitive Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the temporary
Securities of such series at the office or agency of the Company in a Place of Payment for
that series, without charge to the Holder. Upon surrender for cancellation of any one or
more temporary Securities of any series, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor one or more definitive Securities of the same
series, of any authorized denominations and of like tenor and aggregate principal amount and
having endorsed thereon Guarantees duly executed by the Guarantor. Until so exchanged, the
temporary Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series and tenor.

	 
	305.	 	Registration, Registration of Transfer and Exchange. The Company shall cause
to be kept at the Corporate Trust Office of the Trustee a register (the register maintained
in such office or in any other office or agency of the Company in a Place of Payment being
herein sometimes referred to as the “Security Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Trustee is hereby appointed “Security
Registrar” for the purpose of registering Securities and transfers of Securities as herein
provided.

	 
	 	 	Upon surrender for registration of transfer of any Security of a series at the office or
agency of the Company in a Place of Payment for that series, the Company shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series, of any authorized denominations
and of like tenor and aggregate principal amount and having endorsed thereon Guarantees duly
executed by the Guarantor.






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	 	 	At the option of the Holder, Securities of any series may be exchanged for other Securities
of the same series, of any authorized denominations and of like tenor and aggregate
principal amount, each such Security having endorsed thereon a Guarantee duly executed by
the Guarantor, upon surrender of the Securities to be exchanged at such office or agency.
Whenever any Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making the exchange
is entitled to receive.

	 
	 	 	All Securities issued upon any registration of transfer or exchange of Securities shall be
the valid obligations of the Company, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Securities surrendered upon such registration of
transfer or exchange.

	 
	 	 	Every Security presented or surrendered for registration of transfer or for exchange shall
(if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a
written instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

	 
	 	 	No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not
involving any transfer.

	 
	 	 	If the Securities of any series (or of any series and specified tenor) are to be redeemed in
part, the Company shall not be required (A) to issue, register the transfer of or exchange
any Securities of that series (or of that series and specified tenor, as the case may be)
during a period beginning at the opening of business 15 days before the day of the mailing
of a notice of redemption of any such Securities selected for redemption under Section 1103
and ending at the close of business on the day of such mailing, or (B) to register the
transfer of or exchange any Security so selected for redemption in whole or in part, except
the unredeemed portion of any Security being redeemed in part.

	 
	 	 	The provisions of Clauses (1), (2), (3), (4) and (5) below shall apply only to Global
Securities:







	 	(1)	 	Each Global Security authenticated under this Indenture shall be registered in
the name of the Depositary designated for such Global Security or a nominee thereof and
delivered to such Depositary or a nominee thereof or custodian therefor, and each such
Global Security shall constitute a single Security for all purposes of this Indenture.

	 
	 	(2)	 	Notwithstanding any other provision in this Indenture, no Global Security may
be exchanged in whole or in part for Securities registered, and no transfer of a Global
Security in whole or in part may be registered, in the name of any Person other than
the Depositary for such Global Security or a nominee thereof unless (A) such Depositary
(i) has notified the Company that it is unwilling or unable to continue






- 26 -









 





	 	 	 	as Depositary
for such Global Security or (ii) has ceased to be a clearing agency registered under
the Exchange Act, (B) there shall have occurred and be continuing an Event of Default
with respect to such Global Security or (C) there shall exist such circumstances, if
any, in addition to or in lieu of the foregoing as have been specified for this purpose
as contemplated by Section 301.

	 
	 	(3)	 	Subject to the provisions of Clause (2) above, the rights of holders of such
Global Securities shall be exercised only through the Depositary and shall be limited
to those established by law and agreements between such holders and the Depositary and
or the Depositary participants. The initial Depositary will make book-entry transfers
among the Depositary participants and receive and transmit distributions of principal
and interest on the Global Securities to such Depositary participants.

	 
	 	 	 	The Depositary may be treated by the Company and the Trustee, and any of their
respective agents, employees, officers and directors, as the absolute owner of the
Global Securities for all purposes whatsoever. Notwithstanding the foregoing,
nothing in this Indenture shall prevent the Company and the Trustee, or any of their
respective agents, from giving effect to any written certification, proxy or
other authorization furnished by the Depositary, or shall impair the operation of
customary practices governing the exercise of the rights of a holder of any Global
Security. Subject to the foregoing provisions of this Section, any Holder of any
Global Security may grant proxies and otherwise authorize any person to take any
action which a Holder is entitled to take under this Indenture or the Global
Securities.

	 
	 	(4)	 	Subject to Clause (2) above, any exchange of a Global Security for other
Securities may be made in whole or in part, and all Securities issued in exchange for a
Global Security or any portion thereof shall be registered in such names as the
Depositary for such Global Security shall direct.

	 
	 	(5)	 	Every Security authenticated and delivered upon registration of transfer of, or
in exchange for or in lieu of, a Global Security or any portion thereof, whether
pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be
authenticated and delivered in the form of, and shall be, a Global Security, unless
such Security is registered in the name of a Person other than the Depositary for such
Global Security or a nominee thereof.







	 	 	None of the Company, the Guarantor, the Trustee nor any agent of the Company, the Guarantor
or the Trustee will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a Global
Security or maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.

	 
	306.	 	Mutilated, Destroyed, Lost or Stolen Securities. If any mutilated Security is
surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series and of like tenor and
principal






- 27 -









 





	 	 	amount, having endorsed thereon a Guarantee duly executed by the Guarantor and
bearing a number not contemporaneously outstanding.

	 
	 	 	If there shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such security or
indemnity as may be required by them to save each of them and any agent of either of them
harmless, then, in the absence of notice to the Company, the Guarantor or the Trustee that
such Security has been acquired by a bona fide purchaser, the Company shall execute and the
Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal amount, having
endorsed thereon a Guarantee duly executed by the Guarantor and bearing a number not
contemporaneously outstanding.

	 
	 	 	In case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a new
Security, pay such Security.

	 
	 	 	Upon the issuance of any new Security under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and expenses of the
Trustee) connected therewith.

	 
	 	 	Every new Security of any series issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Securities of that series duly issued hereunder.

	 
	 	 	The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities.

	 
	307.	 	Payment of Interest; Interest Rights Preserved. Except as otherwise provided
as contemplated by Section 301 with respect to any series of Securities, interest on any
Security which is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date
for such interest.

	 
	 	 	Any interest on any Security of any series which is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall
forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of
having been such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in Clause (1) or (2) below:







	 	 (1)	 	The Company may elect to make payment of any Defaulted Interest to the Persons
in whose name the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record






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	 	 	 	Date for the
payment of such Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security of such series and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit prior
to the date of the proposed payment, such money when deposited to be held in trust for
the benefit of the Persons entitled to such Defaulted Interest as in this Clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment of
such Defaulted Interest which shall be not more than 15 days and not less than 10 days
prior to the date of the proposed payment and not less than 10 days after the receipt
by the Trustee of any notice of the proposed payment. The Trustee shall promptly
notify the Company of such Special Record Date and, in the name and at the expense of
the Company, shall cause notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor to be mailed, first-class postage prepaid, to each
Holder of Securities of such series, not less than 10
days prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities of
such series (or their respective Predecessor Securities) are registered at the close
of business on such Special Record Date and shall no longer be payable pursuant to
the following Clause (2).

	 
	 	(2)	 	The Company may make payment of any Defaulted Interest on the Securities of any
series in any other lawful manner not inconsistent with the requirements of any
securities exchange on which such Securities may be listed, and upon such notice as may
be required by such exchange, if, after notice given by the Company to the Trustee of
the proposed payment pursuant to this Clause, such manner of payment shall be deemed
practicable by the Trustee.







	 	 	Subject to the foregoing provisions of this Section, each Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any other
Security shall carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.

	 
	308.	 	Persons Deemed Owners. Prior to due presentment of a Security for registration
of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the
Guarantor or the Trustee may treat the Person in whose name such Security is registered as
the owner of such Security for the purpose of receiving payment of principal of and any
premium and (subject to Section 307) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the Company, the
Guarantor, the Trustee nor any agent of the Company, the Guarantor or the Trustee shall be
affected by notice to the contrary.

	 
	309.	 	Cancellation. All Securities surrendered for payment, redemption, registration
of transfer or exchange or for credit against any sinking fund payment shall, if surrendered
to any







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	 	 	Person other than the Trustee, be delivered to the Trustee and shall be promptly
cancelled by it. The Company and the Guarantor may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder which the
Company or the Guarantor may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled Securities held by
the Trustee shall be disposed of by the Trustee in accordance with its customary procedure,
unless otherwise directed by a Company Order.

	 
	310.	 	Computation of Interest. Except as otherwise specified as contemplated by
Section 301 for Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.






ARTICLE 4

SATISFACTION AND DISCHARGE





	401.	 	Satisfaction and Discharge of Indenture. This Indenture shall upon Company
Request cease to be of further effect (except as to any surviving rights of registration of
transfer or exchange of Securities herein expressly provided for), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when







	 	(1)	 	either







	 	(a)	 	all Securities theretofore authenticated and delivered (other
than (i) Securities which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 306 and (ii) Securities for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company or the Guarantor and thereafter repaid to the Company or
the Guarantor or discharged from such trust, as provided in Section 1003) have
been delivered to the Trustee for cancellation; or

	 
	 	(b)	 	all such Securities not theretofore delivered to the Trustee
for cancellation







	 	(1)	 	have become due and payable, or

	 
	 	(2)	 	will become due and payable at their
Stated Maturity within one year, or

	 
	 	(3)	 	are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the name, and at
the expense, of the Company,







	 	 	and the Company or the Guarantor, in the case of (i), (ii) or (iii) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust for the purpose money





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	 	 	(either in United States dollars or such other currency or currency units in which the
Securities of any series may be payable) in an amount sufficient to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal and any premium and interest to the date of such deposit (in the
case of Securities which have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be;







	 	(2)	 	the Company or the Guarantor has paid or caused to be paid all other sums
payable hereunder by the Company or the Guarantor; and

	 
	 	(3)	 	the Company has delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture have been complied with.







	 	 	Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company and the Guarantor to the Trustee under Section 607, the obligations of the Company
to any Authenticating Agent under Section 614 and, if money shall have been deposited with
the Trustee pursuant to subclause (b) of Clause (1) of this Section, the obligations of the
Trustee under Section 402 and the last paragraph of Section 1003 shall survive.

	 
	402.	 	Application of Trust Money. Subject to the provisions of the last paragraph of
Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in
trust and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal and any premium and interest for whose payment such money
has been deposited with the Trustee.






ARTICLE 5

REMEDIES





	501.	 	Events of Default. “Event of Default”, wherever used herein with respect to
Securities of any series, means any of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body):







	 	(1)	 	default in the payment of any interest upon any Security of that series when it
becomes due and payable, and continuance of such default for a period of 30 days; or

	 
	 	(2)	 	default in the payment of the principal of or any premium on any Security of
that series when due, whether at its Maturity, upon acceleration or otherwise; or

	 
	 	(3)	 	default in the deposit of any sinking fund payment, when and as due by the
terms of a Security of that series; or





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	 	(4)	 	default in the performance, or breach, of any covenant, agreement or warranty
of the Company or the Guarantor in this Indenture (other than a covenant, agreement or
warranty a default in whose performance or whose breach is elsewhere in this Section
specifically dealt with or which has expressly been included in this Indenture solely
for the benefit of series of Securities other than that series), and continuance of
such default or breach for a period of 90 days after there has been given, by
registered or certified mail, to the Company or the Guarantor, as the case may be, by
the Trustee or to the Company or the Guarantor, as the case may be, and the Trustee by
the Holders of at least 10% in principal amount of the Outstanding Securities of that
series a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a “Notice of Default” hereunder; or

	 
	 	(5)	 	the entry by a court having jurisdiction in the premises of (A) a decree or
order for relief in respect of the Company or the Guarantor in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization
or other similar law or (B) a decree or order adjudging the Company or the Guarantor a
bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the Company
or the Guarantor under any applicable Federal or State law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official of the
Company or the Guarantor or of any substantial part of its property, or ordering the
winding up or liquidation of its affairs, and the continuance of any such decree or
order for relief or any such other decree or order unstayed and in effect for a period
of 60 consecutive days; or

	 
	 	(6)	 	the commencement by the Company or the Guarantor of a voluntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization
or other similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by either the Company or the Guarantor to the entry of a
decree or order for relief in respect of the Company or the Guarantor, as the case may
be, in an involuntary case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or to the commencement of
any bankruptcy or insolvency case or proceeding against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under any applicable
Federal or State law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Company or the Guarantor or of any substantial part of its property,
or the making by either the Company or the Guarantor of an assignment for the
benefit of creditors, or the admission by either the Company or the Guarantor in
writing of its inability to pay its debts generally as they become due, or the
taking of corporate action by the Company or the Guarantor in furtherance of any
such action; or





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	 	(7)	 	any Guarantee is determined to be unenforceable or invalid or shall for any
reason cease to be in full force and effect except as permitted by this Indenture, or
the Guarantor repudiates its obligations under such Guarantee; or

	 
	 	(8)	 	any other Event of Default provided with respect to Securities of that series.







	502.	 	Acceleration of Maturity; Rescission and Annulment. If an Event of Default
(other than an Event of Default specified in Section 501(5) or 501(6)) with respect to
Securities of any series at the time Outstanding occurs and is continuing, then in every
such case the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount of all the Securities
of that series (or, if any Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified by the terms
thereof) to be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable. If an Event of Default
specified in Section 501(5) or 501(6) with respect to Securities of any series at the time
Outstanding occurs, the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified by the terms thereof) shall
automatically, and without any declaration or other action on the part of the Trustee or any
Holder, become immediately due and payable.

	 
	 	 	At any time after such a declaration of acceleration with respect to Securities of any
series has been made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority
in principal amount of the Outstanding Securities of that series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its consequences if:







	 	(1)	 	the Company or the Guarantor has paid or deposited with the Trustee a sum
sufficient to pay;







	 	(a)	 	all overdue interest on all Securities of that series,

	 
	 	(b)	 	the principal of (and premium, if any, on) any Securities of
that series which have become due otherwise than by such declaration of
acceleration and any interest thereon at the rate or rates prescribed therefor
in such Securities,

	 
	 	(c)	 	to the extent that payment of such interest is lawful, interest
upon overdue interest at the rate or rates prescribed therefor in such
Securities, and

	 
	 	(d)	 	all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel; and






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	 	(2)	 	all Events of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series which have become due solely
by such declaration of acceleration, have been cured or waived as provided in Section
513.







	 	 	No such rescission shall affect any subsequent default or impair any right consequent
thereon.

	 
	503.	 	Collection of Indebtedness and Suits for Enforcement by Trustee. The Company
and the Guarantor covenant that if:







	 	(1)	 	default is made in the payment of any interest on any Security when such
interest becomes due and payable and such default continues for a period of 30 days; or

	 
	 	(2)	 	default is made in the payment of the principal of (or premium, if any, on) any
Security whether at the Maturity or upon acceleration or otherwise thereof;







	 	 	the Company or the Guarantor will, upon demand of the Trustee, pay to it, for the benefit of
the Holders of such Securities, the whole amount then due and payable on such Securities for
principal and any premium and interest and, to the extent that payment of such interest
shall be legally enforceable, interest on any overdue principal and premium and on any
overdue interest, at the rate or rates prescribed therefor in such Securities, and, in
addition thereto, such further amount as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel.

	 
	 	 	If an Event of Default with respect to Securities of any series occurs and is continuing,
the Trustee may in its discretion proceed to protect and enforce its rights and the rights
of the Holders of Securities of such series by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

	 
	504.	 	Trustee May File Proofs of Claim. In case of any judicial proceeding relative
to the Company or the Guarantor (or any other obligor upon the Securities), its property or
its creditors, the Trustee shall be entitled and empowered, by intervention in such
proceeding or otherwise, to take any and all actions authorized under the Trust Indenture
Act in order to have claims of the Holders and the Trustee allowed in any such proceeding.
In particular, the Trustee shall
be authorized to collect and receive any moneys or other property payable or deliverable on
any such claims and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.





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	 	 	No provision of this Indenture shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of any Holder
thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any
such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for
the election of a trustee in bankruptcy or similar official and be a member of a creditors’
or other similar committee.

	 
	505.	 	Trustee May Enforce Claims Without Possession of Securities. All rights of
action and claims under this Indenture or the Securities may be prosecuted and enforced by
the Trustee without the possession of any of the Securities or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Securities in respect of which such judgment has been recovered.

	 
	506.	 	Application of Money Collected. Any money collected by the Trustee pursuant to
this Article shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal or any
premium or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

	 
	 	 	FIRST: To the payment of all amounts due the Trustee under Section 607; and

	 
	 	 	SECOND: To the payment of the amounts then due and unpaid for principal of and any premium
and interest on the Securities in respect of which or for the benefit of which such money
has been collected, ratably, without preference or priority of any kind, according to the
amounts due and payable on such Securities for principal and any premium and interest,
respectively.

	 
	 	 	THIRD: To the Company or any other Person or Persons entitled thereto.

	 
	507.	 	Limitation on Suits. No Holder of any Security of any series shall have any
right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1) such
Holder has previously given written notice to the Trustee of a continuing Event of Default with
respect to the Securities of that series;







	 	(2)	 	the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee hereunder;

	 
	 	(3)	 	such Holder or Holders have offered to the Trustee reasonable indemnity against
the costs, expenses and liabilities to be incurred in compliance with such request;





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	 	(4)	 	the Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding; and

	 
	 	(5)	 	no direction inconsistent with such written request has been given to the
Trustee during such 60-day period by the Holders of a majority in principal amount of
the Outstanding Securities of that series;







	 	 	it being understood and intended that no one or more of such Holders shall have any right in
any manner whatever by virtue of, or by availing of, any provision of this Indenture or any
Guarantee to affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such Holders or to
enforce any right under this Indenture, except in the manner provided in this Indenture or
any Guarantee and for the equal and ratable benefit of all of such Holders.

	 
	508.	 	Unconditional Right of Holders to Receive Principal, Premium and Interest and to
Convert. Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive payment of
the principal of and any premium and (subject to Section 307) interest on such Security on
the respective Stated Maturities expressed in such Security (or, in the case of redemption,
on the Redemption Date) and to convert such Security in accordance with the provisions in
the form of Security of any particular series pursuant to Section 301(9) and to institute
suit for the enforcement of any such payment and right to convert, and such rights shall not
be impaired without the consent of such Holder.

	 
	509.	 	Restoration of Rights and Remedies. If the Trustee or any Holder has
instituted any proceeding to enforce any right or remedy under this Indenture or any
Guarantee and such proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such
Holder, then and in every such case, subject to any determination in such proceeding, the
Company, the Guarantor, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and remedies of
the Trustee and the Holders shall continue as though no such proceeding had been instituted.

	 
	510.	 	Rights and Remedies Cumulative. Except as otherwise provided with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

	 
	511.	 	Delay or Omission Not Waiver. No delay or omission of the Trustee or of any
Holder of any Securities to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law to the





- 36 -









 






	 	 	Trustee or to the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

	 
	512.	 	Control by Holders. The Holders of a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the Securities of such series,
provided that:







	 	(1)	 	such direction shall not be in conflict with any rule of law or with this
Indenture or any Guarantee;

	 
	 	(2)	 	the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction; and

	 
	 	(3)	 	subject to the provisions of Section 601, the Trustee shall have the right to
decline to follow any such direction if the Trustee in good faith shall, by a
Responsible Officer or Officers of the Trustee, determine that the proceeding so
directed would involve the Trustee in personal liability.







	513.	 	Waiver of Past Defaults. The Holders of not less than a majority in principal
amount of the Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series
waive any past default hereunder with respect to such series and its consequences, except a
default:







	 	(1)	 	in the payment of the principal of or any premium or interest on any Security
of such series, or

	 
	 	(2)	 	in respect of a covenant or provision hereof which under Section 902 cannot be
modified or amended without the consent of the Holder of each Outstanding Security of
such series affected.







	 	 	Upon any such waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other default or impair any right consequent
thereon.

	 
	514.	 	Undertaking for Costs. In any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to file an
undertaking to pay the costs of such suit, and may assess costs against any such party
litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that
neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to
require such an undertaking or to make such an assessment in any suit instituted by the
Company.

	 
	515.	 	Waiver of Usury, Stay or Extension Laws. The Company and the Guarantor each
covenant (to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any





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	 	 	usury, stay or extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture or any Guarantee; and each of
the Company and the Guarantor (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law and covenants that it will not hinder, delay
or impede the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted.






ARTICLE 6

THE TRUSTEE





	601.	 	Certain Duties and Responsibilities. The Trustee, prior to the occurrence of
an Event of Default and after the curing or waiving of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default to the actual knowledge of a
Responsible Officer of the Trustee has occurred, has not been waived and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

	 
	 	 	No provision of this Indenture shall be construed to relieve the Trustee from liability for
its own negligent actions, its own negligent failure to act or its own willful misconduct,
except that:







	 	(a)	 	prior to the occurrence of an Event of Default and after the
curing or waiving of all such Events of Default which may have occurred;







	 	(1)	 	the duties and obligations of the Trustee
shall be determined solely by the express provisions of this
Indenture, and the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set
forth in this Indenture, and no implied covenants or obligations
shall be read into this Indenture against the Trustee; and

	 
	 	(2)	 	in the absence of bad faith on the part
of the Trustee, the Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed
therein, upon any statements, certificates or opinions furnished to
the Trustee and conforming to the requirements of this Indenture;
but in the case of any such statements, certificates or opinions
which by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the
requirements of this Indenture;







	 	(b)	 	the Trustee shall not be liable for any error of judgment made
in good faith by a Responsible Officer or Responsible Officers of the Trustee,
unless it





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	 	 	 	shall be proved that the Trustee was negligent in ascertaining the
pertinent facts; and

	 
	 	(c)	 	the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of not less than a majority in principal amount of the
Securities at the time outstanding relating to the time, method and place of
conducting a proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture.







	 	 	None of the provisions contained in this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur personal financial liability in the performance of any
of its duties or in the exercise of any of its rights or powers, if there shall be
reasonable ground for believing that the repayment of such funds or adequate indemnity
against such liability is not reasonably assured to it.

	 
	 	 	This Section is in furtherance of and subject to Sections 315 and 316 of the Trust Indenture
Act.

	 
	602.	 	Notice of Defaults. If a default occurs hereunder with respect to Securities
of any series, the Trustee shall give the Holders of Securities of such series notice of
such default as and to the extent provided by the Trust Indenture Act; provided, however,
that in the case of any default of the character specified in Section 501(4) with respect to
Securities of such series, no such notice to Holders shall be given until at least 30 days
after the occurrence thereof. For the purpose of this Section, the term “default” means any
event which is, or after notice or lapse of time or both would become, an Event of Default
with respect to Securities of such series.

	 
	603.	 	Certain Rights of Trustee. Subject to the provisions of Section 601:







	 	(1)	 	the Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

	 
	 	(2)	 	any request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order, and any resolution of the Board of
Directors shall be sufficiently evidenced by a Board Resolution;

	 
	 	(3)	 	whenever in the administration of this Indenture the Trustee shall deem it
desirable that a matter be proved or established prior to taking, suffering or omitting
any action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an Officers’
Certificate;

	 
	 	(4)	 	the Trustee may consult with counsel and the advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection in





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	 	 	 	respect
of any action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon;

	 
	 	(5)	 	the Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request or direction of any of the Holders
pursuant to this Indenture, unless such Holders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction;

	 
	 	(6)	 	the Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion may make
such further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled, at reasonable times during normal business
hours and upon reasonable advance written notice, to examine the books, records and
premises of the Company or the Guarantor (to the extent permitted by applicable
governmental security regulations), personally or by agent or attorney at the sole
cost and expense of the Company or the Guarantor, as the case may be;

	 
	 	(7)	 	the Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys and the Trustee
shall not be responsible for any misconduct or negligence on the part of, or for the
supervision of, any agent or attorney appointed with due care by it hereunder;

	 
	 	(8)	 	in the event the Trustee is also acting as Paying Agent, Authenticating Agent
or Security Registrar hereunder, the rights and protections afforded to the Trustee
pursuant to this Indenture shall also be afforded to such Paying Agent, Authenticating
Agent or Registrar;

	 
	 	(9)	 	the Trustee shall not be charged with knowledge of an Event of Default unless a
Responsible Officer of the Trustee obtains actual knowledge of such event or the
Trustee receives written notice of such event from the Company or from Holders of
Securities of any series so affected evidencing no less than 51% of the aggregate
outstanding principal amount of Securities of such series;

	 
	 	(10)	 	without prejudice to any other rights available to the Trustee under applicable
law, when the Trustee incurs expenses or renders services in connection with an Event
of Default specified in Section 501(5) or Section 501(6), such expenses (including the
fees and expenses of its counsel) and the compensation for such services are intended
to constitute expenses of administration under any bankruptcy or insolvency law;

	 
	 	(11)	 	in no event shall the Trustee be liable for special, indirect or consequential
loss or damage of any kind whatsoever (including but not limited to lost profits), even
if





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	 	 	 	the Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action; and

	 
	 	(12)	 	in no event shall the Trustee be responsible or liable for any failure or delay
in the performance of its obligations under this Indenture arising out of or caused by,
directly or indirectly, forces beyond its reasonable control that could not be
prevented by a reasonable disaster preparedness plan, including without limitation
strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss
or malfunctions of utilities, communications or computer (software or hardware)
services.







	604.	 	Not Responsible for Recitals or Issuance of Securities. The recitals contained
herein and in the Securities, except the Trustee’s certificates of authentication, shall be
taken as the statements of the Company and the Guarantor, and
neither the Trustee nor any Authenticating Agent assumes any responsibility for their
correctness. The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the proceeds thereof.

	 
	605.	 	May Hold Securities. The Trustee, any Authenticating Agent, any Paying Agent,
any Security Registrar or any other agent of the Company or the Guarantor, in its individual
or any other capacity, may become the owner or pledgee of Securities and, subject to
Sections 608 and 613, may otherwise deal with the Company and the Guarantor with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

	 
	606.	 	Money Held in Trust. Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.

	 
	607.	 	Compensation and Reimbursement. The Company and the Guarantor jointly and severally
agree:







	 	(1)	 	to pay to the Trustee from time to time reasonable compensation for all
services rendered by it hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust);

	 
	 	(2)	 	except as otherwise expressly provided herein, to reimburse the Trustee upon
its request for all reasonable expenses, disbursements and advances incurred or made by
the Trustee in accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to its
negligence or bad faith; and

	 
	 	(3)	 	to indemnify the Trustee and its officers, directors, agents, and employees
for, and to hold it and its officers, directors, agents, and employees harmless
against, any 





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	 	 	 	loss, liability or expense incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses of defending itself against
any claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder.







	 	 	As security for the performance of the obligations of the Company and the Guarantor under
this Section, the Trustee shall have a lien prior to the Securities upon all property and
funds held or collected by the Trustee as such, except funds held in trust for the benefit
of the Holders of particular Securities.

	 
	608.	 	Conflicting Interests. If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate
such interest or resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such
Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a
trustee under this Indenture with respect to Securities of more than one series or under the
Indenture dated as of November 21, 2001 between the Guarantor and The Bank of New York
Mellon (successor to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank)), as
Trustee or under the Indenture dated as of                      ___, ___ among Northrop Grumman
Systems Finance LLC, the Guarantor and The Bank of New York Mellon, as Trustee.

	 
	609.	 	Corporate Trustee Required; Eligibility. There shall at all times be a Trustee
hereunder, which may be Trustee hereunder for Securities of one or more other series. Each
Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as
such and has a combined capital and surplus of at least $50,000,000. If any such Person
publishes reports of condition at least annually, pursuant to law or to the requirements of
its supervising or examining authority, then for the purposes of this Section and to the
extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person
shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee with respect to the Securities
of any series shall cease to be eligible in accordance with the provisions of this Section,
it shall resign immediately in the manner and with the effect hereinafter specified in this
Article.

	 
	610.	 	Resignation and Removal; Appointment of Successor. No resignation or removal
of the Trustee and no appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Trustee in accordance
with the applicable requirements of Section 611.

	 
	 	 	The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company. If the instrument of acceptance by a
successor Trustee required by Section 611 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.





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	 	 	The Trustee may be removed at any time with respect to the Securities of any series by Act
of the Holders of a majority in principal amount of the Outstanding Securities of such
series, delivered to the Trustee and to the Company.

	 
	 	 	If at any time:







	 	(1)	 	the Trustee shall fail to comply with Section 608 after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a Security
for at least six months,

	 
	 	(2)	 	the Trustee shall cease to be eligible under Section 609 and shall fail to
resign after written request therefor by the Company or by any such Holder, or

	 
	 	(3)	 	the Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or any
public officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation;







	 	 	then, in any such case, (A) the Company by a Board Resolution may remove the Trustee with
respect to all Securities, or (B) subject to Section 514, any Holder who has been a bona
fide Holder of a Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities and the appointment of a successor Trustee or
Trustees.

	 
	 	 	If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall
occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or
Trustees with respect to the Securities of that or those series (it being understood that
any such successor Trustee may be appointed with respect to the Securities of one or more or
all of such series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable requirements of
Section 611. If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities of any series
shall not have been appointed by the Company, a successor Trustee may be appointed by Act of
the Holders of a majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee; and the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment in accordance with the applicable
requirements of Section 611, become the successor Trustee with respect to the Securities of
such series and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner required by
Section 611, any Holder who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the appointment of a successor Trustee with respect to
the Securities of such series.






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	 	 	The Company shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor Trustee with
respect to the Securities of any series to all Holders of Securities of such series in the
manner provided in Section 106. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its Corporate Trust
Office.

	 
	611.	 	Acceptance of Appointment by Successor. In case of the appointment hereunder
of a successor Trustee with respect to all Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee
an instrument accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and duties of
the retiring Trustee; but, on the request of the Company or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the retiring
Trustee and shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

	 
	 	 	In case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the Guarantor, the retiring Trustee and
each successor Trustee with respect to the Securities of one or more series shall execute
and deliver an indenture supplemental hereto wherein each successor Trustee shall accept
such appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such supplemental indenture
shall constitute such Trustees co-trustees of the same trust and that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture, the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates; but, on request of the Company, the
Guarantor or any successor Trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.






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	 	 	Upon request of any such successor Trustee, the Company and the Guarantor shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in the first or second
preceding paragraph, as the case may be.

	 
	 	 	No successor Trustee shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under this Article. No trustee hereunder
shall be liable for the acts or omissions of any successor Trustee.

	 
	612.	 	Merger, Conversion, Consolidation or Succession to Business. Any corporation
into which the Trustee may be merged or converted or with which it may be consolidated, or
any corporation resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the parties
hereto. In case any Securities shall have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities so
authenticated with the same effect as if such successor Trustee had itself authenticated
such Securities.

	 
	613.	 	Preferential Collection of Claims Against Company and Guarantor. If and when
the Trustee shall be or become a creditor of the Company or the Guarantor (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Company or the Guarantor (or
any such other obligor).

	 
	614.	 	Appointment of Authenticating Agent. The Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be authorized
to act on behalf of the Trustee to authenticate Securities of such series issued upon
original issue and upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if authenticated by
the Trustee hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee’s certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf of the
Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to
the Company and shall at all times be a corporation organized and doing business under the
laws of the United States of America, any State thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination by Federal or
State authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its





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	 	 	combined capital and surplus as set forth in
its most recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect specified in
this Section.

	 
	 	 	Any corporation into which an Authenticating Agent may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which such Authenticating Agent shall be a party, or any corporation
succeeding to the corporate agency or corporate trust business of an Authenticating Agent,
shall continue to be an Authenticating Agent, provided such corporation shall be otherwise
eligible under this Section, without the execution or filing of any paper or any further act
on the part of the Trustee or the Authenticating Agent.

	 
	 	 	An Authenticating Agent may resign at any time by giving written notice thereof to the
Trustee and to the Company. The Trustee may at any time terminate the agency of an
Authenticating Agent by giving written notice thereof to such Authenticating Agent and to
the Company. Upon receiving such a notice of resignation or upon such a termination, or in
case at any time such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating Agent which
shall be acceptable to the Company and shall give notice of such appointment by first-class
mail, postage prepaid, to all Holders of Securities of the series with respect to which such
Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

	 
	 	 	The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.

	 
	 	 	If an appointment with respect to one or more series is made pursuant to this Section, the
Securities of such series may have endorsed thereon, in addition to the Trustee’s
certificate of authentication, an alternative certificate of authentication in the following
form:

	 
	 	 	This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.






	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as 
Trustee

 
	 	By:	 
	 	 	As Authenticating Agent 
	 
	 	By:	
 
	 	 	Authorized Signatory 
	 	 	 



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ARTICLE 7

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY





	701.	 	Company to Furnish Trustee Names and Addresses of Holders. The Company will
furnish or cause to be furnished to the Trustee,







	 	(1)	 	semi-annually, not later than April 15 and October 15 in each year, a list in
such form as the Trustee may reasonably require, of the names and addresses of the
Holders of Securities of each series as of the preceding April 1 or October 1 as the
case may be; and

	 
	 	(2)	 	at such other times as the Trustee may request in writing, within 30 days after
the receipt by the Company of any such request, a list of similar form and content as
of a date not more than 15 days prior to the time such list is furnished;







	 	 	excluding from any such list names and addresses received by the Trustee in its capacity as
Security Registrar.

	 
	702.	 	Preservation of Information; Communications to Holders. The Trustee shall
preserve, in as current a form as is reasonably practicable, the names and addresses of
Holders contained in the most recent list furnished to the Trustee as provided in Section
701 and the names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as provided in Section
701 upon receipt of a new list so furnished.

	 
	 	 	The rights of Holders to communicate with other Holders with respect to their rights under
this Indenture or under the Securities, and the corresponding rights and privileges of the
Trustee, shall be as provided by the Trust Indenture Act.

	 
	 	 	Every Holder of Securities, by receiving and holding the same, agrees with the Company, the
Guarantor and the Trustee that neither the Company, the Guarantor nor the Trustee nor any
agent of either of them shall be held accountable by reason of any disclosure of information
as to names and addresses of Holders made pursuant to the Trust Indenture Act.

	 
	703.	 	Reports by Trustee. The Trustee shall transmit to the Holders such reports
concerning the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant thereto.

	 
	 	 	Reports so required to be transmitted at stated intervals of not more than 12 months shall
be transmitted no later than October 15 in each calendar year, commencing in                     .

	 
	 	 	A copy of each such report shall, at the time of such transmission to Holders, be filed by
the Trustee with each stock exchange upon which any Securities are listed, with the
Commission and with the Company. The Company will notify the Trustee when any Securities
are listed on any stock exchange.






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	704.	 	Reports by Company and Guarantor. The Company and the Guarantor shall file
with the Trustee and the Commission, and transmit to the Holders, such information,
documents and other reports, and such summaries thereof, as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided
that any such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within
15 days after the same is so required to be filed with the Commission.






ARTICLE 8

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE





	801.	 	Company May Consolidate, Etc., Only on Certain Terms. The Company shall not
consolidate with or merge into any other Person or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, and the Company shall not permit any
Person to consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:







	 	(1)	 	in case the Company shall consolidate with or merge into another Person or
convey, transfer or lease its properties and assets substantially as an entirety to any
Person, the Person formed by such consolidation or into which the Company is merged or
the Person which acquires by conveyance or transfer, or which leases, the properties
and assets of the Company substantially as an entirety shall be either the Guarantor or
a corporation, limited liability company, partnership or trust, shall be organized and
validly existing under the laws of the United States of America, any State thereof or
the District of Columbia and shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, 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 this Indenture on the
part of the Company to be performed or observed;

	 
	 	(2)	 	immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or any Subsidiary as a result
of such transaction as having been incurred by the Company or such Subsidiary at the
time of such transaction, no Event of Default, and no event which, after notice or
lapse of time or both, would become an Event of Default, shall have happened and be
continuing; and

	 
	 	(3)	 	the Company has delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer
or lease and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture comply with this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.







	802.	 	Successor Substituted. Upon any consolidation of the Company with, or merger
of the Company into, any other Person or any conveyance, transfer or lease of the properties





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	 	 	and assets of the Company substantially as an entirety in accordance with Section 801, the
successor Person formed by such consolidation or into which the Company is merged or to
which such conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture with the same
effect as if such successor Person had been named as the Company herein, and thereafter,
except in the case of a lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities.






ARTICLE 9

SUPPLEMENTAL INDENTURES





	901.	 	Supplemental Indentures Without Consent of Holders. Without the consent of any
Holders, the Company and the Guarantor, when authorized by a Board Resolution, and the
Trustee, at any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:







	 	(1)	 	to evidence the succession of another Person to the Company or the Guarantor
and the assumption by any such successor of the covenants of the Company or the
Guarantor herein and in the Securities;

	 
	 	(2)	 	to add to the covenants of the Company or the Guarantor for the benefit of the
Holders of all or any series of Securities (and if such covenants are to be for the
benefit of less than all series of Securities, stating that such covenants are
expressly being included solely for the benefit of such series) or to surrender any
right or power herein conferred upon the Company or the Guarantor;

	 
	 	(3)	 	to add any additional Events of Default for the benefit of the Holders of all
or any series of Securities (and if such additional Events of Default are to be for the
benefit of less than all series of Securities, stating that such additional Events of
Default are expressly being included solely for the benefit of such series);

	 
	 	(4)	 	to add to or change any of the provisions of this Indenture to such extent as
shall be necessary to permit or facilitate the issuance of Securities in bearer form,
registrable or not registrable as to principal, and with or without interest coupons,
or to permit or facilitate the issuance of Securities in uncertificated form;

	 
	 	(5)	 	to add to, change or eliminate any of the provisions of this Indenture in
respect to one or more series of Securities, provided that any such addition, change or
elimination (A) shall neither (i) apply to any Security or series created prior to
the execution of such supplemental indenture and entitled to the benefit of such
provision nor (ii) modify the rights of the Holder of any such Security with respect
to such provision or (B) shall become effective only when there is no such Security
Outstanding;

	 
	 	(6)	 	to secure the Securities or any Guarantee;





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	 	(7)	 	to establish the form or terms of Securities of any series as permitted by
Sections 201 and 301;

	 
	 	(8)	 	to evidence and provide for the acceptance of appointment hereunder by a
successor Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 611;

	 
	 	(9)	 	to cure any ambiguity, to correct or supplement any provision herein which may
be defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture, provided
that such action pursuant to this Clause (9) shall not adversely affect the interests
of the Holders of Securities of any series in any material respect; or

	 
	 	(10)	 	to make provisions with respect to the conversion rights of Holders, including
providing for the conversion of the Securities into any security or securities of the
Company or the Guarantor.







	902.	 	Supplemental Indentures with Consent of Holders. With the consent of the
Holders of not less than a majority in principal amount of the Outstanding Securities of
each series affected by such supplemental indenture, by Act of said Holders delivered to the
Company, the Guarantor and the Trustee, the Company and the Guarantor, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or the Guarantee, or of modifying in any manner the
rights of the Holders of Securities of such series under this Indenture or the Guarantee;
provided, however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby:







	 	(1)	 	change the Stated Maturity of the principal of, or any installment of principal
of or interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon (including any change in the index, indices or formula pursuant to
which such rate is determined that would reduce such rate for any period) or any
premium payable upon the redemption thereof, change the right to convert any Security
in accordance with the provisions in the form of such Security pursuant to Section
301(9) hereof, or reduce the amount of the principal of an Original Issue Discount
Security or any other Security which would be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section 502,
or change any Place of Payment where, or the coin or currency in which, any Security
or any premium or interest thereon is payable, or impair the right to institute suit
for the enforcement of any such payment on or after the Stated Maturity thereof (or,
in the case of redemption, on or after the Redemption Date) or any such right to
convert, or

	 
	 	(2)	 	reduce the percentage in principal amount of the Outstanding Securities of any
series, the consent of whose Holders is required for any such supplemental





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	 	 	 	indenture,
or the consent of whose Holders is required for any waiver (of compliance with certain
provisions of this Indenture or certain defaults hereunder and their consequences)
provided for in this Indenture, or

	 
	 	(3)	 	modify any of the provisions of this Section, Section 513 or Section 1008,
except to increase any such percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby; provided, however, that this clause shall not be
deemed to require the consent of any Holder with respect to changes in the references
to “the Trustee” and concomitant changes in this Section and Section 1008, or the
deletion of this proviso, in accordance with the requirements of Sections 611 and
901(8), or

	 
	 	(4)	 	release the Guarantor from its payment obligations under the Guarantee for any
series of Securities.







	 	 	A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of one or more particular
series of Securities, or which modifies the rights of the Holders of Securities of such
series with respect to such covenant or other provision, shall be deemed not to affect the
rights under this Indenture of the Holders of Securities of any other series.

	 
	 	 	It shall not be necessary for any Act of Holders under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be sufficient if such
Act shall approve the substance thereof.

	 
	903.	 	Execution of Supplemental Indentures. In executing, or accepting the
additional trusts created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into
any such supplemental indenture which affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise.

	 
	904.	 	Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.

	 
	905.	 	Conformity with Trust Indenture Act. Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the Trust Indenture Act.

	 
	906.	 	Reference in Securities to Supplemental Indentures. Securities of any series
authenticated and delivered after the execution of any supplemental indenture pursuant to
this Article may, and shall if required by the Trustee, bear a notation in form approved by
the Trustee as to any matter provided for in such supplemental indenture. If the





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	 	 	Company or
the Guarantor shall so determine, new Securities of any series so modified as to conform, in
the opinion of the Trustee and the Company and the Guarantor, to any such supplemental
indenture may be prepared and executed by the Company, the Guarantees endorsed thereon may
be executed by the Guarantor and such Securities may be authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.






ARTICLE 10

COVENANTS





	1001.	 	Payment of Principal, Premium and Interest. The Company covenants and agrees
for the benefit of each series of Securities that it will duly and punctually pay the
principal of and any premium and interest on the Securities of that series in accordance
with the terms of the Securities and this Indenture. The performance by the Guarantor of
the obligations of the Company under this Section 1001 shall also be deemed to constitute
performance thereof by the Company.

	 
	1002.	 	Maintenance of Office or Agency. The Company will maintain in each Place of
Payment for any series of Securities an office or agency where Securities of that series may
be presented or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any change in
the location, of such office or agency. If at any time the Company shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its
agent to receive all such presentations, surrenders, notices and demands.

	 
	 	 	The Company may also from time to time designate one or more other offices or agencies where
the Securities of one or more series may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however, that no
such designation or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other office or
agency.

	 
	1003.	 	Money for Securities Payments to Be Held in Trust. If the Company or the
Guarantor shall at any time act as Paying Agent with respect to any series of Securities, it
will, on or before each due date of the principal of or any premium or interest on any of
the Securities of that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal and any premium and interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action or failure so to act.






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	 	 	Whenever the Company shall have one or more Paying Agent for any series of Securities, it
will, prior to each due date of the principal of or any premium or interest on any
Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount,
such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its action or failure so to
act.

	 
	 	 	The Company will cause each Paying Agent for any series of Securities other than the Trustee
to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1)
comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and
(2) during the continuance of any default by the Company or the Guarantor (or any other
obligor upon the Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith pay to the
Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities
of that series.

	 
	 	 	The Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to
pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to
be held by the Trustee upon the same trusts as those upon which such sums were held by the
Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to such money.

	 
	 	 	Any money deposited with the Trustee or any Paying Agent, or then held by the Company or the
Guarantor , in trust for the payment of the principal of or any premium or interest on any
Security of any series and remaining unclaimed for two years after such
principal, premium or interest has become due and payable shall be paid to the Company or
the Guarantor, as the case may be, on Company Request, or (if then held by the Company or
the Guarantor) shall be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company and the Guarantor for
payment thereof, and all liability of the Trustee or such Paying Agent with respect to such
trust money, and all liability of the Company or the Guarantor as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to be published
once, in a newspaper published in the English language, customarily published on each
Business Day and of general circulation in the Borough of Manhattan, The City of New York,
notice that such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Company or the Guarantor, as the case may
be.

	 
	1004.	 	Statement by Officers as to Default. The Company and the Guarantor will
deliver to the Trustee, within 120 days after the end of each fiscal year of the Guarantor
ending after the date hereof, an Officers’ Certificate stating that a review of the
activities of the Company, the Guarantor and the Subsidiaries during the preceding fiscal
year has been





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	 	 	made under the supervision of such officers with a view to determining whether
the Company and the Guarantor have kept, performed, fulfilled and observed their obligations
under this Indenture and stating as to each such officer signing such Officers’ Certificate
that, to the best of such officers’ knowledge, the Company and the Guarantor have kept,
observed, performed and fulfilled each and every covenant contained in this Indenture and is
not in default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company and/or the Guarantor is in default, specifying all
such defaults and the nature and status thereof of which such officer may have knowledge.

	 
	 	 	The Company and the Guarantor will, so long as any of the Securities are outstanding,
deliver to the Trustee forthwith upon becoming aware of (i) an Event of Default or default
in the performance of a covenant or agreement or condition contained in this Indenture or
(ii) any default or Event of Default of the type provided for herein specifying such default
or Event of Default, notice of such default or Event of Default.

	 
	1005.	 	Existence. Subject to Article Eight and Article Fourteen, each of the Company
and the Guarantor will do or cause to be done all things necessary to preserve and keep in
full force and effect its existence, rights (charter and statutory) and franchises and the
existence, rights (charter and statutory) and franchises of the Subsidiaries; provided,
however, that neither the Company nor the Guarantor shall be required to preserve any such
right or franchise if the Board of Directors thereof shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company or Guarantor,
as the case may be, and that the loss thereof is not disadvantageous in any material respect
to the Holders.

	 
	1006.	 	Maintenance of Properties. Each of the Company and Guarantor will cause all
properties used or useful in the conduct of its business or the business of any Subsidiary
to be maintained and kept in good condition, repair and working order and supplied with all
necessary equipment and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company or the
Guarantor, as the case may be, may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company or the Guarantor, as the
case may be, from discontinuing the operation or maintenance of any of such properties if
such discontinuance is, in the judgment of the Company or the Guarantor, as the case may be,
desirable in the conduct of its business or the business of any Subsidiary and not
disadvantageous in any material respect to the Holders.

	 
	1007.	 	Payment of Taxes and Other Claims. Each of the Company and Guarantor will pay
or discharge or cause to be paid or discharged, before the same shall become delinquent, (1)
all taxes, assessments and governmental charges levied or imposed upon the Company or the
Guarantor, as the case may be, or any Subsidiary or upon the income, profits or property of
the Company, the Guarantor or any Subsidiary, and (2) all lawful claims for labor, materials
and supplies which, if unpaid, might by law become a lien upon the property of the Company,
the Guarantor or any Subsidiary; provided, however, that the





- 54 -









 






	 	 	Company and Guarantor, as the
case may be, shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings.

	 
	1008.	 	Waiver of Certain Covenants. Except as otherwise specified as contemplated by
Section 301 for Securities of such series, the Company or the Guarantor, as the case may be,
may, with respect to the Securities of any series, omit in any particular instance to comply
with any term, provision or condition set forth in Section 1009 or 1010 with respect to the
Securities of such series or in any covenant provided pursuant to Section 301(19), 901(2) or
901(7) for the benefit of the Holders of such series, if before the time for such compliance
the Holders of at least a majority in principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the Company and
the Guarantor and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.

	 
	1009.	 	Limitation on Liens.







	 	(a)	 	The Guarantor will not, and will not permit any Restricted
Subsidiary to, create, incur, assume or guarantee any indebtedness for money
borrowed (hereinafter in Sections 1009 and 1010 referred to as “Debt”), secured
by a mortgage, security interest, pledge, lien, charge or similar encumbrance
(mortgages, security interests, pledges, liens, charges and other encumbrances,
hereinafter in Sections 1009 and 1010 referred to as a “Mortgage”) upon any Principal Property of the Guarantor or any Restricted Subsidiary or upon any
shares of stock or indebtedness or any Restricted Subsidiary (whether such
Principal Property, shares of stock or indebtedness are now owned or hereafter
acquired) without in any such case effectively providing concurrently with the
issuance, assumption or guaranty of any such Debt that the Guarantees of the
Outstanding Securities (together with, if the Guarantor shall so determine, any
other indebtedness of or guarantee by the Guarantor or such Restricted
Subsidiary ranking equally with the Guarantees of the Outstanding Securities
and then existing or thereafter created) shall be secured equally and ratably
with such Debt; provided, however, that the foregoing restrictions shall not
apply to Debt secured by:







	 	(1)	 	Mortgages on property, shares of stock or
indebtedness of any corporation existing at the time such
corporation becomes a Restricted Subsidiary;

	 
	 	(2)	 	Mortgages on property existing at the
time of acquisition of such property by the Guarantor or a
Restricted Subsidiary, Mortgages to secure the payment of all or any
part of the purchase price of such property incurred prior to, at
the time of, or within 180 days after





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	 	 	 	 the acquisition of such
property by the Guarantor or a Restricted Subsidiary, or Mortgages
to secure any Debt incurred prior to, at the time of, or within 180
days after the completion of construction or commencement of full
operation of any property for the purpose of financing all or any
part of the cost to the Guarantor or a Restricted Subsidiary of
improvements to such property;

	 
	 	(3)	 	Mortgages securing Debt of a Restricted
Subsidiary owing to the Guarantor or to another Restricted
Subsidiary;

	 
	 	(4)	 	Mortgages existing at the date of this
Indenture;

	 
	 	(5)	 	Mortgages on property of a corporation
existing at the time such corporation is merged into or consolidated
with the Guarantor or a Restricted Subsidiary or at the time of a
sale, lease or other disposition of the properties of a corporation
as an entirety or substantially as an entirety to the Guarantor or a
Restricted Subsidiary;

	 
	 	(6)	 	Mortgages on property of the Guarantor or
a Restricted Subsidiary in favor of the United States of America or
any State thereof, or any department, agency, instrumentality or
political subdivision thereof, to secure any payments, including
advance or progress payments, pursuant to any contract or statute or
to secure any indebtedness incurred or guaranteed for the purpose of
financing all or any part of the purchase price or the cost of
construction of the property subject to such Mortgages (including,
but not limited to, Mortgages incurred in connection with pollution
control bonds, industrial revenue bonds or similar financings); or

	 
	 	(7)	 	any extension, renewal or replacement (or
successive extensions, renewals or replacements), in whole or in
part, of any Mortgage referred to in the foregoing clauses (1) to
(6), inclusive; provided, however, that such extension, renewal or
replacement shall be limited to all or a part of the property which
secured the Mortgage so extended, renewed or replaced (plus
improvements on such property).







	 	(b)	 	Notwithstanding the foregoing provisions of this Section 1009,
the Guarantor and any one or more Restricted Subsidiaries may issue, assume or
guarantee Debt secured by a Mortgage which would otherwise be subject to the
foregoing restrictions in an aggregate amount which, together with all other
outstanding Debt of the Guarantor and its Restricted Subsidiaries which (if
originally issued, assumed or guaranteed at such time) would otherwise be
subject to the foregoing restrictions (not including Debt permitted to be
secured under clauses (1) through (7) above), does not at the time exceed the
greater of $1,000,000,000 or 10%





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	 	 	 	of Consolidated Net Tangible Assets of the
Guarantor and its consolidated Subsidiaries as shown on the most recent
consolidated financial statements of the Guarantor and its consolidated
Subsidiaries.







	1010.	 	Limitation on Sale and Lease-Back. The Guarantor will not, nor will it permit
any Restricted Subsidiary to, enter into any arrangement with any Person that provides for
the leasing to the Guarantor or any Restricted Subsidiary of any Principal Property (except
for leases for a term of not more than three years and except for leases between the
Guarantor and a Restricted Subsidiary or between Restricted Subsidiaries), which Principal
Property has been or is to be sold or transferred by the Guarantor or such Restricted
Subsidiary to such person, unless (a) the Guarantor or such Restricted Subsidiary would be
entitled, pursuant to the provisions of Section 1009, to issue, assume or guarantee Debt
secured by a Mortgage upon such Principal Property at least equal in the amount to the
Attributable Debt in respect of such arrangement without equally and ratably securing the
Guarantees of the Outstanding Securities; provided, however, that from and after the date on
which such arrangement becomes effective the Attributable Debt in respect of such
arrangement shall be deemed for all purposes under Sections 1009 and 1010 to be Debt subject
to the provisions of
Section 1009, or (b) the Gurantor shall apply an amount in cash equal to the greater of the
net proceeds of such sale or the Attributable Debt in respect of such an arrangement to the
retirement (other than any mandatory retirement or by way or payment at maturity), within
120 days of the effective date of any such arrangement, of Debt (except as otherwise
provided by the terms of any series of Outstanding Securities) of the Guarantor or any
Restricted Subsidiary (other than the Debt owed by the Company or any Restricted Subsidiary
to the Guarantor or any Restricted Subsidiary) which by its terms matures at or is
extendible or renewable at the opinion of the obligor to a date more than twelve months
after the date of the creation of such Debt.

	 
	 	 	For the purposes of this Section 1010, the term “Attributable Debt” means, at the time of
determination, the lesser of (a) the fair market value of such property (as determined by
the Board of Directors of the Guarantor) or (b) the present value (discounted at the rate
implicit in the terms of the relevant lease) of the obligation of the lessee for net rental
payments during the remaining term of the lease (including any period for which such lease
has been extended).






ARTICLE 11

REDEMPTION OF SECURITIES





	1101.	 	Applicability of Article. Securities of any series which are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms and (except
as otherwise specified as contemplated by Section 301(7) or (8) for such Securities) in
accordance with this Article.

	 
	1102.	 	Election to Redeem; Notice to Trustee. The election of the Company to redeem
any Securities shall be evidenced by a Board Resolution or in another manner specified as
contemplated by Section 301(7) for such Securities. In case of any redemption at the
election of the Company of less than all the Securities of any series (including any such





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	 	 	redemption affecting only a single Security), the Company shall, at least 60 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to
the Trustee), notify the Trustee in writing of such Redemption Date, of the principal amount
of Securities of such series to be redeemed and, if applicable, of the tenor of the
Securities to be redeemed. In the case of any redemption of Securities (a) prior to the
expiration of any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, or (b) pursuant to an election of the Company which is subject
to a condition specified in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with
such restriction or condition.

	 
	1103.	 	Selection by Trustee of Securities to Be Redeemed. If less than all the
Securities of any series are to be redeemed (unless all the Securities of such series and of
a specified tenor are to be redeemed or unless such redemption
affects only a single Security), the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method as the
Trustee shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series, provided
that the unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized denomination)
for such Security. If less than all the Securities of such series and of a specified tenor
are to be redeemed (unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding sentence.

	 
	 	 	The Trustee shall promptly notify the Company in writing of the Securities selected for
redemption as aforesaid and, in case of any Securities selected for partial redemption as
aforesaid, the principal amount thereof to be redeemed.

	 
	 	 	The provisions of the two preceding paragraphs shall not apply with respect to any
redemption affecting only a single Security, whether such Security is to be redeemed in
whole or in part. In the case of any such redemption in part, the unredeemed portion of the
principal amount of the Security shall be in an authorized denomination (which shall not be
less than the minimum authorized denomination) for such Security.

	 
	 	 	For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Securities shall relate, in the case of any Securities
redeemed or to be redeemed only in part, to the portion of the principal amount of such
Securities which has been or is to be redeemed.

	 
	1104.	 	Notice of Redemption. Notice of redemption shall be given by first-class
mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in the Security
Register.






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	 	 	All notices of redemption shall state:







	 	(1)	 	the Redemption Date,

	 
	 	(2)	 	the Redemption Price, or if not then ascertainable, the manner of calculation
thereof,

	 
	 	(3)	 	if less than all the Outstanding Securities of any series consisting of more
than a single Security are to be redeemed, the identification (and, in the case of
partial redemption of any such Securities, the principal amounts) of the particular
Securities to be redeemed and, if less than all the Outstanding Securities of any
series consisting of a single Security are to be redeemed, the principal amount of the
particular Security to be redeemed,

	 
	 	(4)	 	that on the Redemption Date the Redemption Price will become due and payable
upon each such Security to be redeemed and, if applicable, that interest thereon will
cease to accrue on and after said date,

	 
	 	(5)	 	the place or places where each such Security is to be surrendered for payment
of the Redemption Price, and

	 
	 	(6)	 	that the redemption is for a sinking fund, if such is the case.







	 	 	Notice of redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name and at the
expense of the Company.

	 
	1105.	 	Deposit of Redemption Price. Prior to any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on
that date.

	 
	1106.	 	Securities Payable on Redemption Date. Notice of redemption having been given
as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for redemption
in accordance with said notice, such Security shall be paid by the Company at the Redemption
Price, together with accrued interest to the Redemption Date; provided, however, that,
unless otherwise specified as contemplated by Section 301, installments of interest whose
Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the provisions of Section
307.






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	 	 	If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and any premium shall, until paid, bear interest from the
Redemption Date at the rate prescribed therefor in the Security.

	 
	1107.	 	Securities Redeemed in Part. Any Security which is to be redeemed only in
part shall be surrendered at a Place of Payment therefor (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his
attorney duly authorized in writing), and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge, a new
Security or Securities of the same series and of like tenor, of any authorized denomination
as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the principal of the
Security so surrendered.






ARTICLE 12

SINKING FUNDS





	1201.	 	Applicability of Article. The provisions of this Article shall be applicable
to any sinking fund for the retirement of Securities of any series except as otherwise
specified as contemplated by Section 301 for such Securities.

	 
	 	 	The minimum amount of any sinking fund payment provided for by the terms of any Securities
is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of
such minimum amount provided for by the terms of such Securities is herein referred to as an
“optional sinking fund payment”. If provided for by the terms of any Securities, the cash
amount of any sinking fund payment may be subject to reduction as provided in Section 1202.
Each sinking fund payment shall be applied to the redemption of Securities as provided for
by the terms of such Securities.

	 
	1202.	 	Satisfaction of Sinking Fund Payments with Securities. The Company (1) may
deliver Outstanding Securities of a series (other than any previously called for redemption)
and (2) may apply as a credit Securities of a series which have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such Securities, in
each case in satisfaction of all or any part of any sinking fund payment with respect to any
Securities of such series required to be made pursuant to the terms of such Securities as
and to the extent provided for by the terms of such Securities; provided that the Securities
to be so credited have not been previously so credited. The Securities to be so credited
shall be received and credited for such purpose by the Trustee at the Redemption Price, as
specified in the Securities so to be redeemed, for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

	 
	1203.	 	Redemption of Securities for Sinking Fund. Not less than 60 days prior to
each sinking fund payment date for any Securities, the Company will deliver to the Trustee
an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for
such Securities pursuant to the terms of such Securities, the portion thereof, if any, which





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	 	 	is to be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities pursuant to Section 1202 and stating the
basis for such credit and that such Securities have not been previously so credited and will
also deliver to the Trustee any Securities to be so delivered. Not less than 30 days prior
to each such sinking fund payment date, the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 1103 and
cause notice of the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such Securities shall
be made upon the terms and in the manner stated in Sections 1106 and 1107.






ARTICLE 13

DEFEASANCE AND COVENANT DEFEASANCE





	1301.	 	Applicability of Article; Company’s Option to Effect Defeasance or Covenant
Defeasance. Unless otherwise provided with respect to a series of Securities pursuant
to Section 301, this Article Thirteen shall be applicable to the Securities of such series,
and the Company may at its option by Board Resolution, at any time, with respect to the
Securities of such series, elect to have either Section 1302 (if applicable) or Section 1303
(if applicable) be applied to the Outstanding Securities of such series upon compliance with
the conditions set forth below in this Article Thirteen.

	 
	1302.	 	Defeasance and Discharge. Upon the Company’s exercise of its option (if any)
to have this Section applied to any Securities or any series of Securities, as the case may
be, each of the Company and the Guarantor shall be deemed to have been discharged from its
obligations with respect to such Securities (and any related Guarantee) as provided in this
Section on and after the date the conditions set forth in Section 1304 are satisfied
(hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company
and the Guarantor shall be deemed to have paid and discharged the entire indebtedness
represented by such Securities (and any related Guarantee) and to have satisfied all its
other obligations under such Securities, the related Guarantee and this Indenture insofar as
such Securities (and any such related Guarantee) are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the same), subject to
the following which shall survive until otherwise terminated or discharged hereunder: (1)
the rights of Holders of such Securities to receive, solely from the trust fund described in
Section 1304 and as more fully set forth in such Section, payments in respect of the
principal of and any premium and interest on such Securities when payments are due, (2) the
Company’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and
1003, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder, and
(4) this Article. Subject to compliance with this Article, the Company may exercise its
option (if any) to have this Section applied to any Securities notwithstanding the prior
exercise of its option (if any) to have Section 1303 applied to such Securities.

	 
	1303.	 	Covenant Defeasance. Upon the Company’s exercise of its option (if any) to
have this Section applied to any Securities or any series of Securities, as the case may be,
(1) each of the Company and the Guarantor shall be released from its obligations under Sections 





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	 	 	1006, 1007, 1009 and 1010 (and any other Sections or covenants applicable to such
Securities that are determined pursuant to Section 301 to be subject to this provision), and
any covenants
provided pursuant to Section 301(19), 901(2) or 901(7) for the benefit of the Holders of
such Securities, and (2) the occurrence of any event specified in Section 501(4) (with
respect to Sections 1006, 1007, 1009 and 1010 and any other Sections or covenants applicable
to such Securities that are determined pursuant to Section 301 to be subject to this
provision, and any such covenants provided pursuant to Sections 301(19), 901(2) or 901(7))
and 501(8) shall be deemed not to be or result in an Event of Default, in each case with
respect to such Securities as provided in this Section on and after the date the conditions
set forth in Section 1304 are satisfied (hereinafter called “Covenant Defeasance”). For
this purpose, such Covenant Defeasance means that, with respect to such Securities (and any
related Guarantee), the Company and the Guarantor may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such specified
Section (to the extent so specified in the case of Section 501(4)), whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or Article or by
reason of any reference in any such Section or Article to any other provision herein or in
any other document, but the remainder of this Indenture and such Securities (and any related
Guarantee) shall be unaffected thereby.

	 
	1304.	 	Conditions to Defeasance or Covenant Defeasance. The following shall be the
conditions to the application of Section 1302 or Section 1303 to any Securities or any
series of Securities, as the case may be:







	 	(1)	 	The Company or the Guarantor shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee which satisfies the requirements
contemplated by Section 609 and agrees to comply with the provisions of this Article
applicable to it) as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities, (A) in the case of Securities of such series
denominated in U.S. dollars, (i) money in an amount, (ii) U.S. Government Obligations
that through the scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before the due date of
any payment, money in an amount, or (iii) a combination thereof, in each case
sufficient, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, to
pay and discharge, and which shall be applied by the Trustee (or any such other
qualifying trustee) to pay and discharge, the principal of and any premium and interest
on such Securities on the respective Stated Maturities or on the applicable Redemption
Date or Dates, in accordance with the terms of this Indenture and such Securities. As
used herein, “U.S. Government Obligation” means (x) any security that is (i) a direct
obligation of the United States of America for the payment of which the full faith and
credit of the United States of America is pledged or (ii) an obligation of a Person
controlled or supervised by and acting as an agency or instrumentality of the United
States of America the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, which, in either case (i) or
(ii), is not callable or redeemable at the option of the issuer thereof, and (y) any





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	 	 	 	depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
Act) as custodian with respect to any U.S. Government Obligation which is specified
in Clause (x) above and held by such bank for the account of the holder of such
depositary receipt, or with respect to any specific payment of principal of or
interest on any U.S. Government Obligation which is so specified and held, provided
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depositary receipt from any
amount received by the custodian in respect of the U.S. Government Obligation or the
specific payment of principal or interest evidenced by such depositary receipt; or
(B) in the case of Securities of such series denominated in a currency other than
the U.S. dollar, (i) money in such currency in an amount, or (ii) Foreign
Government Obligations that through the scheduled payment of principal and interest
in respect thereof in accordance with their terms will provide, not later than one
day before the due date of any payment, money in such currency in an amount, or
(iii) a combination thereof, in each case sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which
shall be applied by the Trustee (or any such other qualifying trustee) to pay and
discharge, the principal of and any premium and interest on the Securities of such
series on the respective Stated Maturities or on the applicable Redemption Date or
Dates, in accordance with the terms of this Indenture and the Securities of such
series. As used herein, “Foreign Government Obligation” means (x) any security that
is (i) a direct obligation of the government that issued such currency for the
payment of which full faith and credit of such government is pledged or (ii) an
obligation of a Person controlled or supervised by and acting as an agency or
instrumentality for such government the payment of which is unconditionally
guaranteed as a full faith and credit obligation by such government, which, in
either case (i) or (ii), is not callable or redeemable at the option of the issuer
thereof, and (y) any depositary receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act) as custodian with respect to any Foreign Government
Obligation which is specified in clause (x) and held by such bank for the account of
the holder of such depositary receipt, or with respect to any specific payment of
principal of or interest on any such Foreign Government Obligation which is so
specified and held, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depositary receipt from any amount received by the custodian in respect of the
Foreign Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt.

	 
	 	(2)	 	In the event of an election to have Section 1302 apply to any Securities or any
series of Securities, as the case may be, the Company or the Guarantor shall have
delivered to the Trustee an Opinion of Counsel stating that (A) the Company or the
Guarantor, as the case may be, has received from, or there has been published by, the
Internal Revenue Service a ruling or (B) since the date of this instrument, there has
been a change in the applicable Federal income tax law, in either case (A) or (B) to
the effect that, and based thereon such opinion shall confirm that, the Holders of such
Securities will not recognize gain or loss for Federal income tax





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	 	 	 	purposes as a result
of the deposit, Defeasance and discharge to be effected with
respect to such Securities and will be subject to Federal income tax on the same
amount, in the same manner and at the same times as would be the case if such
deposit, Defeasance and discharge were not to occur.

	 
	 	(3)	 	In the event of an election to have Section 1303 apply to any Securities or any
series of Securities, as the case may be, the Company or the Guarantor shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes as a result
of the deposit and Covenant Defeasance to be effected with respect to such Securities
and will be subject to Federal income tax on the same amount, in the same manner and at
the same times as would be the case if such deposit and Covenant Defeasance were not to
occur.

	 
	 	(4)	 	The Company or the Guarantor shall have delivered to the Trustee an Officers’
Certificate to the effect that neither such Securities nor any other Securities of the
same series, if then listed on any securities exchange, will be delisted as a result of
such deposit.

	 
	 	(5)	 	No event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to such Securities or any other Securities shall have
occurred and be continuing at the time of such deposit or, with regard to any such
event specified in Sections 501(5) and (6), at any time on or prior to the 90th day
after the date of such deposit (it being understood that this condition shall not be
deemed satisfied until after such 90th day).

	 
	 	(6)	 	Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a
conflicting interest within the meaning of the Trust Indenture Act (assuming all
Securities are in default within the meaning of such Act).

	 
	 	(7)	 	Such Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under, any other agreement or instrument to which
the Company is a party or by which it is bound.

	 
	 	(8)	 	Such Defeasance or Covenant Defeasance shall not result in the trust arising
from such deposit constituting an investment company within the meaning of the
Investment Company Act unless such trust shall be registered under such Act or exempt
from registration thereunder.

	 
	 	(9)	 	If the Securities are to be redeemed prior to the Stated Maturity (other than
from mandatory sinking fund payments or analogous payments), notice of such redemption
shall have been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee shall have been made.

	 
	 	(10)	 	The Company or the Guarantor shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions precedent with
respect to such Defeasance or Covenant Defeasance have been complied with.





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	1305.	 	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
Provisions. Subject to the provisions of the last paragraph of Section 1003, all money
and U.S. Government Obligations or Foreign Government Obligations (including the proceeds
thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this
Section and Section 1306, the Trustee and any such other trustee are referred to
collectively as the “Trustee”) pursuant to Section 1304 in respect of any Securities shall
be held in trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any such Paying
Agent (including the Company or the Guarantor acting as Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due thereon in
respect of principal and any premium and interest, but money so held in trust need not be
segregated from other funds except to the extent required by law.

	 
	 	 	The Company and Guarantor jointly and severally agree to pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations or Foreign Government Obligations deposited pursuant to Section 1304 or the
principal and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of Outstanding Securities.

	 
	 	 	Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company or the Guarantor from time to time upon Company Request any money or U.S.
Government Obligations or Foreign Government Obligations held by it as provided in Section
1304 with respect to any Securities that, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of an amount thereof which would then be required to be deposited to
effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such
Securities.

	 
	1306.	 	Reinstatement. If the Trustee or the Paying Agent is unable to apply any
money in accordance with this Article with respect to any Securities by reason of any order
or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the obligations under this Indenture and such Securities
from which the Company and the Guarantor have been discharged or released pursuant to
Section 1302 or 1303 shall be revived and reinstated as though no deposit had occurred
pursuant to this Article with respect to such Securities, until such time as the Trustee or
Paying Agent is permitted to apply all money held in trust pursuant to Section 1305 with
respect to such Securities in accordance with this Article; provided, however, that if the
Company or Guarantor makes any payment of principal of or any premium or interest on any
such Security following such reinstatement of its obligations, the Company or the Guarantor,
as the case may be, shall be subrogated to the rights (if any) of the Holders of such
Securities to receive such payment from the money so held in trust.

	 
	1307.	 	Qualifying Trustee. Any trustee appointed pursuant to Section 1304 hereof for
the purpose of holding trust funds deposited pursuant to that Section shall be appointed
under an agreement in form acceptable to the Trustee and shall provide to the Trustee a
certificate of such trustee, upon which certificate the Trustee shall be entitled to





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	 	 	conclusively rely, that all conditions precedent provided for herein to the related
Defeasance or Covenant Defeasance have been complied with. In no event shall the Trustee be
liable for any acts or omissions of said trustee.






ARTICLE 14

GUARANTEE





	1401.	 	Guarantee. The Guarantor hereby irrevocably and unconditionally guarantees,
as a primary obligor and not merely as a surety, to the Trustee and to each Holder (1) the
full and punctual payment when due, whether at Maturity, by acceleration, by redemption or
otherwise, of all obligations of the Company under this Indenture (including obligations to
the Trustee) and the Securities, whether for payment of principal, interest, or premium, if
any, on, the Securities, the payment of any sinking fund payment, if any, provided for with
respect to any such Security and all other monetary obligations of the Company under this
Indenture and the Securities, and (2) the full and punctual performance within applicable
grace periods of all other obligations of the Company whether for fees, expenses,
indemnification or otherwise under this Indenture and the Securities (all the foregoing
being herein collectively called the “Guaranteed Obligations”); and the Guarantor hereby
agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred
by such Holder or the Trustee in enforcing any rights under this Guarantee. Without limiting
the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that
constitute part of the Guaranteed Obligations and would be owed by the Company to such
Holder or the Trustee under the Securities or this Indenture but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy, reorganization or
similar proceeding involving the Company because it is the intention of the Guarantor, the
Trustee and the Holders that the Guaranteed Obligations should be determined without regard
to any rule of law or order that might relieve the Company of any portion of the Guaranteed
Obligations. The Guarantor further agrees that the Guaranteed Obligations may be extended or
renewed, in whole or in part, without notice to or further assent from the Guarantor, and
that the Guarantor shall remain bound under this Article notwithstanding any extension or
renewal of any Guaranteed Obligation. The Guarantee shall be substantially as set forth in
Section 206 hereof.

	 
	 	 	Notwithstanding anything to the contrary in this Agreement, the Guarantor, and the Trustee
and each Holder by accepting the benefits of this Guarantee, each hereby confirms that it is
its respective intention that the guarantee by the Guarantor pursuant to this Guarantee,
shall not constitute a fraudulent transfer or conveyance for purposes of any applicable
provisions of Title 11 of the United States Code, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act, or any similar federal or state
law. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantor
hereby irrevocably agree that the obligations of the Guarantor will be limited to the
maximum amount which, after giving effect to all other contingent and fixed liabilities of
the Guarantor, will result in the obligations of the Guarantor under its Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under federal or state law.
Until such time as the Securities of any series are paid in full, the Guarantor, with
respect to such series of Securities, hereby waives all rights of subrogation, whether
arising by





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	 	 	contract or operation of law (including, without limitation, any such right
arising under federal bankruptcy law) or otherwise by reason of any payment by it pursuant
to the provisions of this Article.

	 
	1402.	 	Guarantee Absolute. The Guarantor guarantees that the Guaranteed Obligations
will be paid or performed strictly in accordance with the terms of the Securities and this
Indenture, regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of any Holder with respect thereto.
The obligations of the Guarantor under this Guarantee are independent of the Guaranteed
Obligations, and a separate action or actions may be brought and prosecuted against the
Guarantor to enforce this Guarantee, irrespective of whether any action is brought against
the Company or whether the Company is joined in any such action or actions. The liability of
the Guarantor under this Guarantee shall be absolute and unconditional irrespective of:







	 	(1)	 	any lack of validity or enforceability of the Securities or this Indenture or
any agreement or instrument relating to the Securities or this Indenture or any failure
of any Holder or the Trustee to assert any claim or demand or to enforce the provisions
thereof;

	 
	 	(2)	 	any renewal, extension or other change in the time, manner or place of payment
or performance of, or in any other term of, all or any of the Guaranteed Obligations,
or any other amendment or waiver of or any consent to the departure from the Securities
or this Indenture;

	 
	 	(3)	 	any settlement, compromise, release or discharge, or acceptance or refusal of
any offer of performance with respect to, or any substitution for, the Guaranteed
Obligations or any agreement related thereto and/or any subordination of the payment of
the same to the payment of any other obligations;

	 
	 	(4)	 	any taking, exchange, release or non-perfection of any mortgage, lien, pledge,
claim, charge, security interest or encumbrance of any kind, whether or not filed,
recorded or otherwise perfected under applicable law in any real or personal property
as collateral to secure payment or performance of any or all of the Guaranteed
Obligations, whether now or hereafter granted, or any taking, release, amendment,
waiver of, or consent to the departure from any other guarantee, for all or any of the
Guaranteed Obligations;

	 
	 	(5)	 	any manner of application of any collateral, or proceeds thereof, to all or any
of the Guaranteed Obligations, or any manner of sale or other disposition of any
collateral or any other assets of the Company;

	 
	 	(6)	 	any assignment, pledge or other transfer of any indebtedness or any evidence
thereof;

	 
	 	(7)	 	any change, restructuring or termination of the corporate structure or
existence of the Company; or





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	 	(8)	 	any other circumstance (including, without limitation, any statute of
limitations) that might otherwise constitute a defense available to, or a discharge of,
the Company or the Guarantor of the Guaranteed Obligations.







	 	 	This Guarantee shall continue to be effective or be reinstated, as the case may be, if at
any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be
returned by any Holder or the Trustee upon the insolvency, bankruptcy or reorganization of
the Company or for any other reason, all as though such payment had not been made. The
Guarantor further agrees, to the fullest extent that it may lawfully do so, that, as between
such Guarantor on the one hand, and the Holders and the Trustee, on the other hand, (i) the
maturity of the obligations guaranteed hereby may be accelerated as provided in Section 502
of this Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction
or other prohibition extant under any applicable bankruptcy law preventing such acceleration
in respect of the obligations guaranteed hereby, and (ii) in the event of any declarations
of acceleration of such obligations as provided in Section 502 of this Indenture, such
obligations (whether or not due and payable) shall forthwith become due and payable by the
Guarantor for the purpose of this Guarantee.

	 
	 	 	In furtherance of the foregoing and not in limitation of any other right which any Holder or
the Trustee has at law or in equity against the Guarantor by virtue hereof, upon the failure
of the Company to pay the principal of or interest on any Guaranteed Obligation when and as
the same shall become due, whether at maturity, by acceleration, by redemption or otherwise,
or to perform or comply with any other Guaranteed Obligation, the Guarantor, hereby promises
to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be
paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid
principal amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such
Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other
monetary obligations of the Company to the Holders and the Trustee. The Guarantor hereby
agrees that in the event of a default by it in payment of the principal or interest on any
Guaranteed Obligation, whether at maturity, by acceleration, by redemption or otherwise,
legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to
Section 507, by the Holders, on the terms and conditions set forth in this Indenture,
directly against the Guarantor to enforce the Guarantee without first proceeding against the
Company. The Guarantor agrees that this Guarantee is a guaranty of payment and not of
collection.

	 
	 	 	Upon request of the Trustee, the Guarantor shall execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to carry out
more effectively the purposes of this Indenture.

	 
	1403.	 	Waiver. The Guarantor hereby waives:







	 	(1)	 	promptness, diligence, presentment, notice of acceptance and any other notice
with respect to any of the Guaranteed Obligations and this Guarantee;





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	 	(2)	 	any requirement to file any claims with a court in the event of merger or
bankruptcy of the Company or any guarantor of the Guaranteed Obligations;

	 
	 	(3)	 	any right to require a proceeding first against the Company or any other
guarantor of the Guaranteed Obligations;

	 
	 	(4)	 	the benefit of discussion or protest or notice with respect to any of the
Securities or the indebtedness evidenced thereby;

	 
	 	(5)	 	any requirement that any Holder or the Trustee protect, secure, perfect or
insure any lien or any collateral or exhaust any right or take any action against the
Company or any other Person or any collateral, including the right to which the
Guarantor may be entitled to have the assets of the Company first be used and depleted
as payment of the Company’s or such Guarantor’s obligations hereunder prior to any
amounts being claimed from or paid by the Guarantor hereunder;

	 
	 	(6)	 	any defense arising by reason of the incapacity, lack of authority or any
disability or other defense of the Company;

	 
	 	(7)	 	any defense based upon any statute or rule of law which provides that the
obligation of a surety must be neither larger in amount nor in any other respects more
burdensome than that of the principal;

	 
	 	(8)	 	any defense based upon any errors or omissions of the Trustee or the Holders’
administration of the Guaranteed Obligations; and

	 
	 	(9)	 	any rights to set-offs, recoupments and counterclaims







	1404.	 	Financial Condition of the Company. The Guarantor represents and warrants
that it presently is informed of the financial condition of the Company and of all other
circumstances which a diligent inquiry would reveal and which bear upon the risk of
nonpayment of the Guaranteed Obligations. The Guarantor hereby covenants that it will
continue to keep itself reasonably informed of the Company’s financial condition and of all
other circumstances which bear upon the risk of nonpayment and hereby waives any duty on the
part of the Trustee or any Holder to
disclose or discuss with the Guarantor its assessment, or the Guarantor’s assessment, of the
financial condition of the Company.

	 
	1405.	 	Subrogation. The Guarantor will not exercise any rights that it may acquire
by way of subrogation under this Guarantee, by any payment made hereunder or otherwise,
until all the Guaranteed Obligations shall have been indefeasibly paid in full in cash. If
any amount shall be paid to the Guarantor on account of any such subrogation rights at any
time when all the Guaranteed Obligations shall not have been paid in full, such amount shall
be held in trust for the benefit of the Holders and the Trustee and shall forthwith be paid
to the Trustee, on behalf of the Holders, to be credited and applied to the Guaranteed
Obligations, whether matured or unmatured.

	 
	1406.	 	Modifications and/or Amendments. Except as otherwise provided in this
Indenture, no modification, amendment or waiver of any provision of this Article, nor the
consent to





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	 	 	any departure by the Guarantor therefrom, shall in any event be effective unless
the same shall be in writing and signed by the Trustee, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which given. No
notice to or demand on the Guarantor in any case shall entitle the Guarantor to any other or
further notice or demand in the same, similar or other circumstances.

	 
	1407.	 	No Waiver, Remedies. No failure on the part of any Holder or the Trustee to
exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right. The remedies herein provided
are cumulative and not exclusive of any remedies provided by law.

	 
	1408.	 	Continuing Guarantee. This Guarantee is a continuing guarantee and shall (a)
subject to reinstatement as provided for in Section 1403, remain in full force and effect
until the payment in full (including deemed payment resulting in defeasance and discharge of
the Company pursuant to Article Thirteen of this Indenture) of all Guaranteed Obligations
and all other amounts payable under this Guarantee, (b) be binding upon the Guarantor and
its permitted successors and assigns and (c) inure to the benefit of and be enforceable as
provided herein by each Holder and the Trustee and their respective successors, transferees
and assigns.

	 
	1409.	 	Consolidation, Merger, Conveyance, Transfer or Lease. The Guarantor shall not
consolidate with or merge into any other Person or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, unless:







	 	(1)	 	the corporation formed by such consolidation or into which the Guarantor is
merged or the Person which acquires by conveyance or transfer, or which leases, the
properties and assets of the Guarantor substantially as an entirety shall be a
corporation, partnership, limited liability company or trust, shall be organized and
validly existing under the laws of the United States of America, any State thereof or
the District of Columbia and shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the
Guaranteed Obligations and the performance or observance of every covenant of this
Indenture on the part of the Guarantor to be performed or observed;

	 
	 	(2)	 	immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the successor Guarantor as a result of such
transaction as having been incurred by the successor Guarantor at the time of such
transaction, no Event of Default, and no event which, after notice or lapse of time or
both, would become an Event of Default, shall have happened and be continuing; and

	 
	 	(3)	 	the Guarantor has delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer
or lease and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture comply with this Article and that all





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	 	 	 	conditions precedent herein provided for relating to such transaction have been
complied with.







	1410.	 	Successor Substituted. Upon any consolidation of the Guarantor with, or
merger of the Guarantor into, any other Person or any conveyance, transfer or lease of the
properties and assets of the Guarantor substantially as an entirety in accordance with
Section 1409, the successor Person formed by such consolidation or into which the Guarantor
is merged or to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Guarantor under this
Indenture with the same effect as if such successor Person had been named as the Guarantor
herein, and thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture, the Securities and the
Guarantee.







	1411.	 	Transfer of Guarantee. The Guarantor hereby acknowledges that any agreement, instrument or document evidencing
the Guarantee may be transferred and that the benefit of its obligations hereunder shall
extend to each holder of any agreement, instrument or document evidencing the Guarantee
without notice to the Guarantor.

	 
	1412.	 	Non-Impairment. The Guarantor hereby agrees that the Guarantee as set forth
in Section 206 hereof shall remain in full force and effect notwithstanding any failure to
endorse on each Security a notation relating to the Guarantee. The Guarantee on the
Securities shall be executed on behalf of the Guarantor by its Chief Executive Officer, its
Chief Operating Officer, its President, its Chief Financial Officer, its Treasurer, or one
of its Vice Presidents. The signature of any of these officers on the Guarantee on the
Securities may be manual or facsimile. If any officer of the Guarantor, whose signature is
on this Indenture or a Guarantee endorsed on a Security no longer holds office at the time
the Trustee authenticates such Security or at any time thereafter, the validity of the
Guarantee of such Security shall not be affected or impaired.





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	 	 	This instrument may be executed in any number of counterparts, each of which so executed
shall be deemed to be an original, but all such counterparts shall together constitute but
one and the same instrument.






        IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as
of the day and year first above written.



	 	 	 	 	 
	 	NORTHROP GRUMMAN S&MS FINANCE LLC, as Issuer

 	 
	 	By:	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NORTHROP GRUMMAN CORPORATION, as Guarantor

 	 
	 	By:	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK MELLON, as Trustee

 	 
	 	By:	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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