Form of $2,500,000,000 Five Year Revolving Credit Agreement



 Exhibit 10(e) 
  
 CONFORMED COPY 
  
 SECOND AMENDMENT dated as of January 15, 2004 (this “Amendment”), to the Five-Year Revolving Credit Agreement dated as
of March 30, 2001, as heretofore amended (the “Credit Agreement”), among NORTHROP GRUMMAN CORPORATION, a Delaware corporation formerly known as NNG, Inc. (the “Company”); NORTHROP GRUMMAN SYSTEMS CORPORATION
(“Northrop Operating” and, together with the Company, the “Borrowers”), a Delaware corporation formerly known as Northrop Grumman Corporation and the successor by merger to LITTON INDUSTRIES, INC.; the LENDERS (as
defined in Article 1 of the Credit Agreement), JPMORGAN CHASE BANK and CREDIT SUISSE FIRST BOSTON, as Co-Administrative Agents, JPMORGAN CHASE BANK, as Payment Agent, SALOMON SMITH BARNEY INC., as Syndication Agent, and THE BANK OF NOVA SCOTIA and
DEUTSCHE BANK SECURITIES INC. (formerly known as Deutsche Banc Alex. Brown Inc.), as Co-Documentation Agents. 
  
 A. Pursuant to the Credit Agreement, the Lenders have extended, and have agreed to extend, credit to the Borrowers. 
  
 B. The Company announced on August 20, 2003, a share repurchase program
providing for the acquisition of common shares of the Company for cash consideration not to exceed (a) $200,000,000 in the aggregate during calendar year 2003 and (b) $500,000,000 in the aggregate during calendar year 2004. The Company may in the
future announce additional share repurchase programs. 
  
 C. In
connection with the foregoing, the Borrowers have requested that the Lenders agree to amend certain provisions of the Credit Agreement as provided herein. The Lenders whose signatures appear below, constituting the Required Lenders, are willing, on
the terms and subject to the conditions set forth herein, so to amend the Credit Agreement. 
  
 D. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement as amended hereby. 







 Accordingly, in consideration of the mutual agreements herein contained and other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 
  
 SECTION 1. Amendments. (a) The definition of “Fixed Charge Coverage Ratio” in Section 1.01 of the Credit Agreement is hereby amended to
read as follows: 
  
 “Fixed Charge
Coverage Ratio” means, at any Fiscal Date, the ratio of (a) the sum of (i) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Company ending on such date minus (ii) Capital Expenditures during such period to (b)
the sum of (i) Interest Expense for such period plus (ii) Restricted Payments (other than Excluded Restricted Payments) made by the Company or, prior to the Northrop Merger, by Northrop Operating during such period. 
  
 (b) The following new definitions are hereby inserted in Section 1.01 in
their appropriate alphabetical positions: 
  
 “Excluded Restricted Payments” means cash Restricted Payments not greater than (a) $200,000,000 in the aggregate during calendar year 2003 or (b) $500,000,000 in the aggregate during any calendar year thereafter, in each
case to acquire shares of the Company’s common stock pursuant to Stock Repurchase Programs. 
  
 “Stock Repurchase Programs” means the stock repurchase program announced by the Company on August 20, 2003, and stock
repurchase programs that may in the future be announced by the Company, in each case pursuant to which the Company may acquire common shares of the Company for cash consideration. 
  
 (c) The definition of “Consolidated Net Income available for Restricted Payments” is hereby amended by inserting
in clause (ii)(B) thereof, immediately after the words “redemption, purchase or other acquisition of any shares of its stock” the words “(other than any such redemption, purchase or other acquisition constituting an Excluded
Restricted Payment)”. 
  
 (d) Section 6.01 of the Credit
Agreement is hereby amended by inserting in clause (a) thereof, immediately after the words “any such Restricted Payment” the words “(other than any Excluded Restricted Payment)”. 
  
 SECTION 2. Representations and Warranties. To induce the Lenders to
enter into this Amendment, the Borrowers represent and warrant to such parties that (a) the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof,
except to the extent such representations and warranties expressly relate to an earlier date; and (b) no Default or Event of Default has occurred and is continuing. 
  
 SECTION 3. Conditions to Effectiveness. The amendments provided for in Section 1 shall become effective on the date
(the “Amendment Effective Date”) on which the Payment Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrowers and the Required Lenders. 
  

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 SECTION 4. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by
implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Co-Administrative Agents, the Syndication Agent or the Co-Documentation Agents under the Credit Agreement or any other
Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all
respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein.
After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement, as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

  
 SECTION 5. Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract.
Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof. 
  
 SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK. 
  
 SECTION 7. Expenses. The Borrower
agrees to reimburse the Payment Agent for all out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Co-Administrative Agents.

  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly
authorized officers, all as of the date and year first above written. 
  

			
	 NORTHROP GRUMMAN CORPORATION

		
	 by
	  	 /s/ Mark A. Rabinowitz


	 Name:
	  	Mark A. Rabinowitz
	 Title:
	  	 Assistant Treasurer & Director,
 Banking and
Capital Markets

	
	NORTHROP GRUMMAN SYSTEMS CORPORATION
		
	 by
	  	 /s/ Mark A. Rabinowitz


	 Name:
	  	Mark A. Rabinowitz
	 Title:
	  	 Assistant Treasurer & Director,
 Banking and
Capital Markets

	
	 JPMORGAN CHASE BANK,
 INDIVIDUALLY AND AS CO-ADMINISTRATIVE
 AGENT AND PAYMENT AGENT

		
	 by
	  	 /s/ Richard C. Smith


	 Name:
	  	Richard C. Smith
	 Title:
	  	Vice President


  

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	 CREDIT SUISSE FIRST BOSTON,
 INDIVIDUALLY AND
AS
 CO-ADMINISTRATIVE AGENT

		
	 by
	  	 /s/ Jay Chall


	 Name:
	  	Jay Chall
	 Title:
	  	Director
		
	 	  	 /s/ Jennifer A. Pieza


	 Name:
	  	Jennifer A. Pieza
	 Title:
	  	Associate
	
	 BANCO ESPIRITO SANTO, S.A.

		
	 by
	  	 /s/ Andrew M. Orsen


	 Name:
	  	Andrew M. Orsen
	 Title:
	  	Vice President
		
	 	  	 /s/ Leon Stark


	 Name:
	  	Leon Stark
	 Title:
	  	Senior Vice President
	
	 BANK HAPOALIM B.M

		
	 by
	  	 /s/ Marc Bosc


	 Name:
	  	Marc Bosc
	 Title:
	  	Vice President
		
	 	  	 /s/ Lenroy Hackett


	 Name:
	  	Lenroy Hackett
	 Title:
	  	Vice President


  

 5 









			
	 THE BANK OF NEW YORK

		
	 by
	  	 /s/ Robert Besser


	 Name:
	  	Robert Besser
	 Title:
	  	Vice President
	
	 THE BANK OF NOVA SCOTIA

		
	 by
	  	 /s/ Maarten Van Otterloo


	 Name:
	  	Maarten Van Otterloo
	 Title:
	  	Managing Director
	
	BANK OF TOKYO-MITSUBISHI TRUST COMPANY
		
	 by
	  	 /s/ Christian Giordano


	 Name:
	  	Christian Giordano
	 Title:
	  	Vice President
	
	 BNP PARIBAS

		
	 by
	  	 /s/ James F. McCann


	 Name:
	  	James F. McCann
	 Title:
	  	Director
		
	 	  	 /s/ Hamed Farhadi


	 Name:
	  	Hamed Farhadi
	 Title:
	  	Vice President
	
	 CITICORP USA, INC.

		
	 by
	  	 /s/ Hans Lin


	 Name:
	  	Hans Lin
	 Title:
	  	Vice President


  

 6 









			
	COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
		
	 by
	  	 /s/ Christian Jagenberg


	 Name:
	  	Christian Jagenberg
	 Title:
	  	SVP and Manager
		
	 	  	 /s/ Yangling J. Si


	 Name:
	  	Yangling J. Si
	 Title:
	  	Assistant Vice President
	
	DEUTSCHE BANK AG NEW YORK BRANCH AND/OR CAYMAN ISLANDS BRANCH
		
	 by
	  	 /s/ Oliver Schwartz


	 Name:
	  	Oliver Schwartz
	 Title:
	  	Vice President
		
	 	  	 /s/ Dr. Michael Dietz


	 Name:
	  	Dr. Michael Dietz
	Title:	  	Director
	
	 KEY BANK NATIONAL ASSOCIATION

		
	 by
	  	 /s/ James Teichman


	 Name:
	  	James Teichman
	 Title:
	  	Portfolio Manager
	
	 LLOYDS TSB BANK PLC

		
	 by
	  	 /s/ Richard H. Heath


	 Name:
	  	Richard H. Heath
	 Title:
	  	Vice President
		
	 	  	 /s/ Lisa Maguire


	 Name:
	  	Lisa Maguire
	 Title:
	  	Assistant Vice President


  

 7 









			
	 MELLON BANK, N.A.

		
	 by
	  	 /s/ Lawerence C. Ivey


	 Name:
	  	Lawerence C. Ivey
	 Title:
	  	First Vice President
	
	 MIZUHO CORPORATE BANK, LTD.

		
	 by
	  	 /s/ Bertram H. Tang


	 Name:
	  	Bertram H. Tang
	 Title:
	  	Vice President and Team Leader
	
	 THE ROYAL BANK OF SCOTLAND PLC

		
	 by
	  	 /s/ Alan Doyle


	 Name:
	  	Alan Doyle
	 Title:
	  	Relationship Manager
	
	 SCOTIABANK INC.

		
	 by
	  	 /s/ William E. Zarrett


	 Name:
	  	William E. Zarrett
	 Title:
	  	Managing Director
	
	 SOCIETE GENERALE

		
	 by
	  	 /s/ Eric E.O. Siebert Jr.


	 Name:
	  	Eric E.O. Siebert Jr.
	 Title:
	  	Managing Director


  

 8 









			
	 SUMITOMO MITSUI BANKING CORP.

		
	 by
	  	 /s/ Al Galluzzo


	 Name:
	  	Al Galluzzo
	 Title:
	  	Senior Vice President
	
	 UFJ BANK LIMITED

		
	 by
	  	 /s/ Toshiko Boyd


	 Name:
	  	Toshiko Boyd
	 Title:
	  	Vice President
	
	 UNION BANK OF CALIFORNIA, N.A.

		
	 by
	  	 /s/ Hillary Savoie


	 Name:
	  	Hillary Savoie
	 Title:
	  	Vice President
	
	WACHOVIA BANK, NATIONAL ASSOCIATION
		
	 by
	  	 /s/ Robert G. McGill Jr.


	 Name:
	  	Robert G. McGill Jr.
	 Title:
	  	Vice President
	
	 WELLS FARGO BANK, N.A.

		
	 by
	  	 /s/ Ling Li


	 Name:
	  	Ling Li
	 Title:
	  	Vice President


  

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