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Exhibit
10.1
THIRD AMENDMENT dated as of
February 23 , 2005 (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. On October 26, 2004, the Company’s board of
directors authorized a similar repurchase program providing for the
acquisition of common shares of the Company for cash consideration
not to exceed $1,000,000,000 during a period of between twelve and
eighteen months commencing in November 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 “Excluded Restricted Payments”
in Section 1.01 of the Credit Agreement is hereby amended to read
as follows:
“ Excluded
Restricted Payments ” means cash Restricted Payments not
greater than (a) $200,000,000 in the aggregate during calendar year
2003, (b) $808,000,000 in the aggregate during calendar year 2004,
(c) $726,000,000 in the aggregate during calendar year 2005, or (d)
$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.
(b) The definition of
“Stock Repurchase Programs” in Section 1.01 of the
Credit Agreement is hereby amended to read as follows:
“ Stock Repurchase
Programs ” means the stock repurchase program announced
by the Company on August 20, 2003, the stock repurchase program
authorized by the Company’s Board of Directors on October 26,
2004 and stock repur
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