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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.
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