This TWELFTH SUPPLEMENTAL INDENTURE dated as of January 31, 2024
(this Twelfth Supplemental Indenture) between NORTHROP GRUMMAN CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the Company), having its principal office
at 2980 Fairview Park Drive, Falls Church, Virginia 22042, and THE BANK OF NEW YORK MELLON, a corporation duly organized and existing under the laws of the State of New York, as successor to JPMorgan Chase Bank, as trustee (herein called
the Trustee), under the Indenture (as hereinafter defined), having its Corporate Trust Office at 240 Greenwich Street, New York, New York 10286.
R E C I T A L S
WHEREAS, the
Company and the Trustee have executed and delivered an Indenture, dated as of November 21, 2001 (the Original Indenture), the First Supplemental Indenture, dated as of July 30, 2009 (the First
Supplemental Indenture), the Third Supplemental Indenture, dated as of March 30, 2011 (the Third Supplemental Indenture), and the Fourth Supplemental Indenture, dated as of March 30, 2011
(the Fourth Supplemental Indenture), each of which amends and supplements the Original Indenture;
WHEREAS,
Section 901 of the Original Indenture, as amended, provides, among other things, that the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, without the consent of any Holders, may enter into an
indenture supplemental to the Original Indenture to establish the form or terms of Securities of any series as permitted by Sections 201 and 301 of the Original Indenture, as amended;
WHEREAS, pursuant to the terms of the Original Indenture, as amended, the Company desires to provide for the establishment of three new series
of its Securities to be known as its 4.600% Senior Notes due 2029 (the 2029 Notes), 4.900% Senior Notes due 2034 (the 2034 Notes) and its 5.200% Senior Notes due 2054 (the 2054
Notes and, together with the 2029 Notes and the 2034 Notes, the Notes), respectively, the form and substance of each such series of Notes and the terms, provisions and conditions thereof to be set forth as provided in the
Original Indenture, as amended by the First Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and this Twelfth Supplemental Indenture (collectively, the Indenture);
WHEREAS, the Company has requested that the Trustee execute and deliver this Twelfth Supplemental Indenture; and
WHEREAS, all things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee and issued upon
the terms and subject to the conditions hereinafter and in the Indenture set forth against payment therefor, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Twelfth Supplemental Indenture
and make it a valid, binding and legal agreement of the Company, have been done or performed.