Form of Guarantee dated 1/9/2003



 
Exhibit
10(qq) 
 
GUARANTEE 
 
GUARANTEE dated as of January 9, 2003 (this
“Guarantee”) made by Northrop Grumman Space & Mission Systems Corp., an Ohio corporation (“Guarantor”) in favor of and for the benefit of JP Morgan Chase Bank (formerly The Chase Manhattan Bank), as trustee (the
“Trustee”) for the Holders (as such term is defined in the Indenture referred to below) of the 7-1/8% Notes due 2011 (the “Notes”) and the 7-3/4% Debentures due 2031 (the “Debentures”) of Northrop
Grumman Systems Corporation, a Delaware corporation (formerly Northrop Grumman Corporation) (the “Company”). The Notes and the Debentures shall be referred to collectively as the “Securities”. 
 
WHEREAS, the Company has entered into an Indenture dated as of
October 15, 1994 between the Company and the Trustee, as supplemented by that certain Officers’ Certificate attached hereto as Exhibit A dated as of February 22, 2001 establishing the Securities (as so supplemented, and as further amended,
modified and supplemented from time to time with respect to the Securities, the “Indenture”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture; and 
 
WHEREAS, the Company offered and sold $750,000,000 aggregate
principal amount of Notes and $750,000,000 aggregate principal amount of Debentures in 2001; and 
 
WHEREAS, the Company and its affiliates (including, without limitation, the Guarantor) derive, and expect to continue to derive, substantial direct and indirect benefit from the transactions financed
by the issuance and sale of the Securities; and 
 
WHEREAS, Section 11 of the Guarantee dated as of April 3, 2000, executed by Northrop Grumman Corporation in favor of the Trustee provides that the Guarantor shall execute and delivery this Guarantee upon the occurrence of certain
events. 
 
NOW, THEREFORE, in consideration of the
foregoing, the Guarantor hereby agrees as follows: 
 
SECTION 1. Guarantee; Limitation of Liability. 
 
(a) The Guarantor irrevocably and unconditionally guarantees as a primary obligor and not merely as a surety, to the Trustee and to each Holder of a Security authenticated and delivered by the Trustee
the due and punctual payment of the principal of and any premium and interest on such Security (including, in case of default, interest on overdue principal and interest) and including any additional interest required to be paid according to the
terms of the Securities or the Indenture, when due, whether at stated maturity, upon redemption or repayment, upon declaration of acceleration or otherwise according to the terms of the Securities or the Indenture and the due and punctual
performance of all other obligations of the Company to such Holder or the Trustee, all in accordance with the terms of the Securities and the Indenture (such 
 

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obligations being the “Guaranteed Obligations”), and 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 the 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. 
 
(b) Notwithstanding anything to the contrary in this Agreement, the Guarantor hereby, and the Trustee and each Holder by accepting the benefits of this Guarantee, confirms that it is its intention that
the guarantee by the Guarantor pursuant to this Guarantee together with each other guarantee by such Guarantor of Participating Indebtedness (as defined below) 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 obligations of the Guarantor under this
Guarantee and each other guarantee of Participating Indebtedness shall be limited, collectively, to such maximum amount as will, after giving effect to such maximum amount and all other liabilities of such Guarantor, contingent or otherwise, that
are relevant under such laws, and after giving effect to any rights to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to any agreement, result in the obligations of such Guarantor
in respect of such maximum amount not constituting a fraudulent transfer or conveyance. The Trustee and each Holder by accepting the benefits of this Guarantee confirms its intention that, in the event of a bankruptcy, reorganization or other
similar proceeding of the Guarantor in which concurrent claims are made upon such Guarantor hereunder and under any other guarantee of Participating Indebtedness, to the extent such claims will not be fully satisfied, each such claimant with a valid
claim against the Guarantor shall be entitled to a ratable share of all payments by such Guarantor in respect of such concurrent claims. For purposes of this Section l(b), “Participating Indebtedness” means any Indebtedness (as defined
below) of the Company that is guaranteed by such Guarantor pursuant to a guarantee (i) the incurrence of which is not prohibited by the terms of the Indenture or any agreement governing any other Participating Indebtedness then outstanding (or, if
so prohibited by the Indenture or any such agreement, is permitted as a result of a consent or waiver thereunder) and (ii) that contains a limitation of liability and confirmation of intention regarding ratability of payments on substantially the
terms set forth in this Section l(b). “Indebtedness” means any indebtedness, whether or not contingent, in respect of borrowed money or evidenced by bonds, notes, debentures or similar instruments or letters of credit and, to the extent
not otherwise included, the guarantee by the Company of any indebtedness of any other Person. 
 

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(c) Anything contained herein to the contrary notwithstanding, the liability of the Company in respect of the Securities guaranteed by the Guarantor hereunder shall not be limited by the terms of Section l(b). 
 
SECTION 2. Guarantee Absolute. The Guarantor guarantees
that the Guaranteed Obligations will be paid or performed strictly in accordance with the terms of the Securities and the 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 such 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: 
 
(a) any lack
of validity or enforceability of the Securities or the Indenture or any agreement or instrument relating to the Securities or the Indenture or any failure to enforce the provisions thereof; 
 
(b) 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 the Indenture; 
 
(c) 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; 
 
(d) any taking,
exchange, release or non-perfection of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, whether or not filed, recorded or otherwise perfected under applicable law (each a “Lien”), in any real or
personal property to secure payment or performance of any or all of the Guaranteed Obligations (whether now or hereafter granted, the “Collateral”), or any taking, release, amendment, waiver of, or consent to the departure from, any
other guarantee, for all or any of the Guaranteed Obligations; 
 
(e) any manner of application of 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 or any Subsidiary; 
 
(f)
any change, restructuring or termination of the corporate structure or existence of the Company or any Subsidiary; or 
 
(g) 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. 
 

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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 Article Five of the 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 Article Five of the 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 addition, without limiting the foregoing provision, upon effectiveness of an acceleration under Article Five of the Indenture, the Trustee shall promptly make a demand for payment on the Securities
under this Guarantee provided for hereunder and not discharged. 
 
SECTION 3. Waivers. 
 
(a) The Guarantor hereby waives: (i) promptness, diligence, presentment, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Guarantee, (ii) 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, (iii) any right to require a proceeding first against the Company or any other guarantor of the Guaranteed Obligations, (iv) the benefit of
discussion or protest or notice with respect to any such Securities or the Indebtedness evidenced thereby, (v) any requirement that any Holder or the Trustee protect, secure, perfect or insure any Lien or any Collateral subject thereto or exhaust
any right or take any action against the Company or any other Person or any Collateral, (vi) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Company, (vii) 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, (viii) any defense based upon any errors or omissions of the Trustee or the
Holders’ administration of the Guaranteed Obligations, and (ix) any rights to set-offs, recoupments and counterclaims. 
 
(b) The Guarantor hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether
based on contract, tort or otherwise) arising out of or relating to any of the Securities or the Indenture, the transactions contemplated thereby or the actions of the Trustee in the negotiation, administration, performance or enforcement thereof.

 
SECTION 4. Financial Condition of the
Company. The Guarantor represents and warrants that it is presently 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 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 
 

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of the Trustee or any Holder to disclose or discuss with such Guarantor its assessment, or such
Guarantor’s assessment, of the financial condition of the Company. 
 
SECTION 5. 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. 
 
SECTION 6. Amendments, Etc. No amendment or waiver of
any provision of this Guarantee and no consent to any departure by the Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Trustee, on behalf of the Holders, pursuant to the provisions of Article
Nine of the Indenture, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 
 
SECTION 7. Notices, Etc. All notices and other communications provided for hereunder shall be in writing and delivered in person or
mailed by first-class mail, if to the Guarantor, addressed to it at the address of the Company at 1840 Century Park East, Los Angeles, California 90067, Attention: Vice President and Secretary, if to any Holder, addressed to it c/o the Trustee at
450 West 33rd Street, 15th Floor, New York, New York 10001, Attention: Institutional Trust Services, and if to the Trustee, addressed to it at 450 West 33rd Street, 15th Floor, New York, New York 10001, Attention: Institutional Trust Services, or as
to any party at such other address as shall be designated by such party in a written notice to each other party. All such notices and other communications shall, when mailed by first class mail, be effective when deposited in the first class mails.

 
SECTION 8. 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. 
 
SECTION 9. Continuing Guarantee. This Guarantee is a continuing guarantee and shall (a) remain in full force and effect until the
earlier of the payment in full (including deemed payment pursuant to Section 1302 of the Indenture) of the Guaranteed Obligations and all other amounts payable under this Guarantee, and the termination of this Guarantee pursuant to Section 10 of
this Guarantee, (b) subject to the terms hereof, be binding upon the Guarantor, its respective successors and assigns and (c) inure to the benefit of and be enforceable by each Holder and the Trustee and their respective successors, transferees and
assigns. 
 
SECTION 10. Guarantor May
Consolidate, Etc., on Certain Terms. Except with the consent of the holders of Securities as provided in the Indenture, the Guarantor may not consolidate with or merge into another entity, or convey, transfer or lease its properties and assets
substantially as an entirety to any Person unless: 
 

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(a) any successor entity is a corporation, partnership or trust organized and validly existing under the laws of the United States or any state thereof; 
 
(b) the successor entity assumes the Guarantor’s obligations under this Guarantee;

 
(c) after giving effect to the
transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing; and 
 
(d) the Guarantor delivers to the Trustee certificates and opinions to the effect that the
transaction complies with the Indenture. 
 
Upon
any such consolidation or merger or conveyance, transfer or lease of the properties and assets of the Guarantor as an entirety to any Person, the successor Person will succeed to, and be substituted for, such Guarantor under the Indenture and this
Guarantee, and the Guarantor, except in the case of a lease, will be relieved of all obligations and covenants under the Indenture and this Guarantee. 
 
SECTION 11. Governing Law. This Guarantee shall be governed by, and construed in accordance with, the law of the State of New York.

 
SECTION 12. Counterparts. This Guarantee
may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. 
 
[SIGNATURE PAGE FOLLOWS] 
 

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IN WITNESS
WHEREOF, the Guarantor has caused this Guarantee to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written. 
 

	 NORTHROP GRUMMAN SPACE & MISSION SYSTEMS CORP.

	
	 By
	 	  


	 	 	 Name:
 Title:

	
	 By
	 	  


	 	 	 Name:
 Title:



 

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