Exhibit 2.1 AGREEMENT AND PLAN OF MERGER Dated as of June 3, 1999,Agreement and Plan of Merger • June 11th, 1999 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
W I T N E S S E T H :Credit Agreement • October 8th, 1999 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
EXHIBIT 4.2 AMENDMENT NO. 1 TO RIGHTS AGREEMENT AMENDMENT No. 1, dated as of December 21, 2000, to the Rights Agreement, dated as of August 17, 1994, by and between Litton Industries, Inc. (the "Company") and The Bank of New York (as Rights Agent)...Rights Agreement • January 4th, 2001 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys
FIVE-YEAR CREDIT AGREEMENT dated as of March 22, 2000 amongAssignment and Assumption Agreement • June 9th, 2000 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
364-DAY CREDIT AGREEMENT dated as of March 22, 2000 amongCredit Agreement • June 9th, 2000 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
INDENTUREIndenture • June 15th, 1998 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
RECITALS:Restricted Stock Agreement • October 11th, 2000 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
2- 3 final prospectus in accordance with Rules 430A and 424(b)(1) or (4), or (y) prior to the effectiveness of such registration statement, an amendment to such registration statement, including the form of final prospectus supplement. In the case of...Litton Industries Inc • March 19th, 1996 • Search, detection, navagation, guidance, aeronautical sys • New York
Exhibit 4.3 AMENDMENT NO. 2 TO RIGHTS AGREEMENT AMENDMENT No. 2, dated as of January 23, 2001, to the Rights Agreement, dated as of August 17, 1994, by and between Litton Industries, Inc. (the "Company") and The Bank of New York (as Rights Agent), as...Rights Agreement • January 30th, 2001 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys
CREDIT AGREEMENT dated as ofCredit Agreement • October 16th, 1995 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
EXHIBIT 10.11 GUARANTEE --------- (NGC of NGSC Outstanding Indenture Debt)Litton Industries Inc • April 17th, 2001 • Search, detection, navagation, guidance, aeronautical sys • New York
CONFORMED COPY AMENDMENT NO. 5 TO CREDIT AGREEMENT AMENDMENT dated as of March 24,1999 among LITTON INDUSTRIES, INC. (the "BORROWER"), the BANKS listed on the signature pages hereof (the "BANKS"), MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent...Credit Agreement • June 14th, 1999 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
Exhibit 2.2 COMPANY STOCK OPTION AGREEMENT COMPANY STOCK OPTION AGREEMENT dated as of June 3, 1999 between AVONDALE INDUSTRIES, INC., a Louisiana corporation ("Issuer"), and LITTON INDUSTRIES, INC., a Delaware corporation ("Grantee"). WHEREAS, Issuer...Company Stock Option Agreement • June 11th, 1999 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
December , 1999 FORM OF EXCHANGE AGENT AGREEMENT The Bank of New York 101 Barclay Street, Floor 21 West New York, New York 10286 Attention: Corporate Trust Trustee Administration Ladies and Gentlemen: Litton Industries, Inc., a Delaware corporation...Exchange Agent Agreement • December 15th, 1999 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
INDENTURE DATED AS OFIndenture • June 2nd, 1997 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • New York
EXHIBIT 1.1 Litton Industries, Inc. Underwriting AgreementLitton Industries Inc • April 7th, 1998 • Search, detection, navagation, guidance, aeronautical sys • New York
AMENDMENT ---------Litton Industries Inc • January 5th, 2001 • Search, detection, navagation, guidance, aeronautical sys
EXHIBIT 10.1 LITTON INDUSTRIES, INC. PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT THIS AGREEMENT is entered into as of ________, by and between Litton Industries, Inc., (the "Company"), and __________ (the "Participant"). WHEREAS, the Company...Restricted Stock Agreement • December 8th, 1999 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
INDENTURE DATED AS OFLitton Industries Inc • June 2nd, 1997 • Search, detection, navagation, guidance, aeronautical sys • New York
1 EXHIBIT 99.2 ________________________________________________________________ ________________ ______________________________________________________________ __________________ STOCK PURCHASE AGREEMENT Dated as of December 13, 1995Stock Purchase Agreement • February 22nd, 1996 • Litton Industries Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
December 21, 2000Litton Industries Inc • January 5th, 2001 • Search, detection, navagation, guidance, aeronautical sys
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEELitton Industries Inc • April 7th, 1998 • Search, detection, navagation, guidance, aeronautical sys
