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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