Supplemental Indenture w/ respect to Indenture dated April 13, 1998



 
Exhibit 4(q)

 
SUPPLEMENTAL INDENTURE 
 
THIS SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”) dated as of December 20, 2002, is by and among Litton Industries, Inc., a Delaware corporation (“Litton”), The Bank of New York, a New York banking corporation, as trustee (“Trustee”), Northrop Grumman
Corporation, a Delaware corporation, (“NGC”), and Northrop Grumman Systems Corporation, a Delaware corporation, (“NGSC”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Senior
Indenture (as defined below). 
 
WHEREAS, Litton
and the Trustee are parties to that certain Indenture dated as of April 13, 1998 between Litton and the Trustee (as supplemented and/or amended to date, the “Indenture”), providing for the issuance from time to time of Litton’s
unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series as might be determined by Litton under the Indenture; 
 
WHEREAS, Litton has issued its 6.05% Senior Notes due 2003, 6.75% Senior Debentures due 2018 and its 8.00% Senior Notes due 2009 pursuant
to the terms of the Indenture (the “Securities”); 
 
WHEREAS, NGSC and Litton are each wholly-owned subsidiaries of NGC; 
 
WHEREAS, NGC desires to simplify its organizational structure by merging Litton into NGSC pursuant to Section 251 of the Delaware General Corporation Law (the “Merger”) on or about 12:01 a.m.
on January 1, 2003; 
 
WHEREAS, NGC has guaranteed
the obligations of Litton under the Indenture and desires that such guarantee continue following the merger of Litton into NGSC; 
 
NOW, THEREFORE, NGC, NGSC and Litton covenant and agree to and with the Trustee, for the equal and proportionate benefit of all present
and future Holders of the Securities, as follows: 
 

	 	1.	 	Assumption of Obligations by NGSC. 


	 	    	 	NGSC hereby agrees that upon consummation of the Merger of Litton into NGSC, NGSC shall assume all of the obligations of Litton under the Securities and the
Indenture and the performance of every covenant of the Indenture on the part of Litton to be performed or observed. 

 

	 	2.	 	Acknowledgement of Trustee. 


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

 

	 	(a)	 	An Officer’s Certificate of Litton stating that, among other things, to the knowledge of the signing officers, that all conditions precedent provided for in the
Senior Indenture relating to the Merger have been complied with. 








 

	 	(b)	 	A Certificate of Board Resolution certifying the adoption of certain resolutions by the Boards of Directors of Litton and NGSC. 

 

	 	(c)	 	An Opinion of Counsel specifying, among other things, that the Merger and this Supplemental Indenture comply with Section V of the Indenture and that all conditions
precedent provided for in the Indenture relating to the Merger and the execution and delivery of this Supplemental Indenture have been complied with. 

 

	 	3.	 	Incorporation by Reference. 


	 	    	 	This Supplemental Indenture shall be construed as supplemental to the Indenture and shall form a part thereof. The Indenture is hereby incorporated by reference
herein and is hereby ratified, approved, and confirmed. 

 

	 	4.	 	Effect of Headings. 


	 	    	 	The headings herein are for convenience and reference only, are not to be considered a part hereof, and shall not affect the construction hereof.


 

	 	5.	 	Successors and Assigns. 


	 	    	 	All covenants and agreements in this Supplemental Indenture by NGC, NGSC and Litton shall bind their successors and assigns, whether so expressed or not.


 

	 	6.	 	Separability Clause. 


	 	    	 	In case any provision in this Supplemental Indenture 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. 

 

	 	7.	 	Governing Law. 


	 	    	 	This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to any otherwise governing
principles of conflicts of law. 

 

	 	8.	 	Additional Supplemental Indentures. 


	 	    	 	Nothing contained herein shall or impair the rights of the parties to enter into one or more additional supplemental indentures in the manner provided in the
Indenture. 

 

	 	9.	 	Counterparts. 


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

 

	 	10.	 	Trustee. 


	 	    	 	The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements herein are deemed to be those of
Litton, NGC and NGSC and not of the Trustee. 

 

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IN WITNESS
WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of December 20, 2002. 
 

	 LITTON INDUSTRIES, INC.

	
	 /s/    Albert F. Myers


	 By:    Albert F. Myers

	 Its:    Treasurer



 
Attest: 
 

	
	 /s/    John H. Mullan     


	 By:     John H. Mullan

	 Its:     Secretary



	 THE BANK OF NEW YORK, as Trustee

	
	 /s/    Stacey B. Poindexter
        


	 By: Stacey B. Poindexter

	 Its: Assistant Treasurer



 
 

	 NORTHROP GRUMMAN CORPORATION

	
	 /s/    Albert F. Myers


	 By:     Albert F. Myers

	 Its:      Corporate Vice President and Treasurer:



 
Attest: 
 

	
	 /s/    John H. Mullan


	 By:     John H. Mullan

	 Its:     Corporate Vice President and
Secretary


 

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	 NORTHROP GRUMMAN SYSTEMS CORPORATION

	
	 /s/    Albert F. Myers


	 By:    Albert F. Myers

	 Its:     Treasurer



 
 
Attest: 
 

	
	 /s/    John H. Mullan
      


	 By:    John H. Mullan

	 Its:    Secretary


 

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