<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 20, 1999
REGISTRATION STATEMENT NO. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TRW INC.
(Exact name of registrant as specified in its charter)
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OHIO 3714 34-0575430
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<S> <C> <C>
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
</TABLE>
TRW INC.
1900 RICHMOND ROAD
CLEVELAND, OHIO 44124
(216) 291-7000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
WILLIAM B. LAWRENCE
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
TRW INC.
1900 RICHMOND ROAD
CLEVELAND, OHIO 44124
(216) 291-7000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
<PAGE> 2
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH OFFERING AGGREGATE AMOUNT OF
CLASS OF SECURITIES AMOUNT TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT (1) PRICE (1) FEE (2)
---------------- ---------- ------------ ---------- -------
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6.45% Exchange Notes due 2001 $425,000,000 100% $425,000,000 $118,150
6 1/2% Exchange Notes Due 2002 $400,000,000 100% $400,000,000 $111,200
6 5/8% Exchange Notes Due 2004 $700,000,000 100% $700,000,000 $194,600
7 1/8% Exchange Notes Due 2009 $750,000,000 100% $750,000,000 $208,500
7 3/4% Exchange Debentures Due 2029 $550,000,000 100% $550,000,000 $152,900
</TABLE>
(1) Estimated solely for the purpose of calculating the Registration Fee.
(2) Calculated in accordance with Rule 457(f)(2) under the Securities Act, based
upon the book value of the Registrant's outstanding 6.45% Notes due 2001, 6 1/2%
Notes Due 2002, 6 5/8% Notes Due 2004, 7 1/8% Notes Due 2009 and 7 3/4%
Debentures Due 2029 as of July 19, 1999.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 3
SUBJECT TO COMPLETION DATED JULY 20, 1999
TRW INC.
OFFER TO EXCHANGE
ANY AND ALL OUTSTANDING 6.45% NOTES DUE 2001
($425,000,000 TOTAL PRINCIPAL AMOUNT OUTSTANDING) FOR 6.45% EXCHANGE NOTES DUE
2001,
ANY AND ALL OUTSTANDING 6 1/2% NOTES DUE 2002
($400,000,000 TOTAL PRINCIPAL AMOUNT OUTSTANDING) FOR 6 1/2% EXCHANGE NOTES DUE
2002,
ANY AND ALL OUTSTANDING 6 5/8% NOTES DUE 2004
($700,000,000 TOTAL PRINCIPAL AMOUNT OUTSTANDING) FOR 6 5/8% EXCHANGE NOTES DUE
2004,
ANY AND ALL OUTSTANDING 7 1/8% NOTES DUE 2009
($750,000,000 TOTAL PRINCIPAL AMOUNT OUTSTANDING) FOR 7 1/8% EXCHANGE NOTES DUE
2009, AND
ANY AND ALL OUTSTANDING 7 3/4% DEBENTURES DUE 2029
($550,000,000 TOTAL PRINCIPAL AMOUNT OUTSTANDING) FOR 7 3/4% EXCHANGE
DEBENTURES DUE 2029
We are making this exchange offer on the terms and conditions set forth
in this prospectus and the accompanying letter of transmittal. We have
registered the debt to be issued in this exchange offer (the "registered debt")
under the Securities Act of 1933 but we have not registered the debt referred to
above that may be exchanged for the registered debt (the "outstanding debt").
SUMMARY OF THE EXCHANGE OFFER
- The exchange offer expires 5:00 p.m., New York City time
______________, 1999, unless we extend.
- We will issue registered debt in exchange for all outstanding debt
that is validly tendered and not withdrawn prior to the expiration of
the exchange offer.
- You may withdraw the tender of your outstanding debt at any time prior
to the expiration of the exchange offer.
- The terms of the registered debt to be issued in the exchange offer
are substantially identical to the terms of the outstanding debt for
which the offer to exchange is being made, except that the registered
debt is registered under the Securities Act and the transfer
restrictions and registration rights applicable to the outstanding
debt do not apply to the registered debt.
- The exchange offer is subject to the condition that the exchange offer
not violate applicable law or any applicable interpretation of the
staff of the Securities and Exchange Commission.
- The exchange of registered debt for outstanding debt will not be a
taxable event for U.S. Federal income tax purposes.
- The outstanding debt, except for the Notes due 2001, is listed on the
Luxembourg Stock Exchange. Application has been made to list the
registered debt, except for the Exchange Notes due 2001, on the
Luxembourg Stock Exchange.
-----------------
YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 7 OF
THIS PROSPECTUS BEFORE PARTICIPATING IN THE EXCHANGE OFFER.
-----------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF OUR OFFER OR THE NOTES AND DEBENTURES
TO BE ISSUED IN THE EXCHANGE OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE> 4
The information in this prospectus is not complete and may be changed.
We may not sell or exchange these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus
is not an offer to sell or exchange these securities and it is not soliciting an
offer to buy or exchange these securities in any state where the offer, sale or
exchange is not permitted.
The date of this prospectus is _________________, 1999.
<PAGE> 5
TABLE OF CONTENTS
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PAGE
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Available Information.............................................................................................i
Incorporation of Certain Documents by Reference...................................................................i
Disclosure Regarding Forward-Looking Statements...................................................................1
Summary...........................................................................................................2
Risk Factors......................................................................................................7
TRW...............................................................................................................8
Business of TRW...................................................................................................9
Recent Developments..............................................................................................10
Use of Proceeds..................................................................................................11
Capitalization...................................................................................................12
Ratio of Earnings to Fixed Charges...............................................................................13
Unaudited Pro Forma Statements of Operations.....................................................................14
Unaudited Balance Sheet of TRW as of March 31, 1999..............................................................20
Selected Financial Data..........................................................................................22
The Exchange Offer...............................................................................................26
Description of the Registered Debt...............................................................................33
Registration Rights..............................................................................................44
Book Entry; Delivery and Form....................................................................................46
United States Federal Income Tax Consequences....................................................................49
Plan of Distribution.............................................................................................53
Validity of Securities...........................................................................................54
Experts..........................................................................................................54
Independent Appraisal............................................................................................54
Listing and General Information..................................................................................55
</TABLE>
AVAILABLE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC"). Our
SEC filings are available to the public over the Internet at the SEC's web site
at http://www.sec.gov. You may also read and copy any materials we file with the
SEC at the SEC's public reference rooms in Washington, DC, New York, New York
and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information about the public reference rooms. Our common stock is listed on the
New York, Chicago, Philadelphia, Pacific, Frankfurt and London Stock Exchanges.
You may inspect information about TRW at the offices of the NYSE located at 20
Broad Street, New York, New York 10005. As long as any of the outstanding debt
or registered debt is listed on the Luxembourg Stock Exchange and the rules of
that exchange require, the foregoing documents will also be available for
inspection during normal business hours on any business day at the registered
office of Bankers Trust Luxembourg, 14, Boulevard F.D. Roosevelt, L-2450
Luxembourg.
You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone else to provide you
with different or additional information. We are not making an offer of the
registered debt in any state or country where the offer is not permitted. You
should not assume that the information in this prospectus is accurate as of any
date other than the date on the front cover of this document or the documents
incorporated by reference in this prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows TRW to "incorporate by reference" certain information
that TRW files with the SEC, which means that TRW can disclose important
information to you by referring you to information in
i
<PAGE> 6
those documents. The information incorporated by reference is an important part
of this prospectus. The following documents, which TRW has filed with the SEC,
are incorporated herein and specifically made a part of this prospectus by this
reference:
- Annual Report on Form 10-K for the year ended December 31, 1998;
- Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;
and
- Current Reports on Form 8-K filed on January 28, 1999, February 5,
1999, March 26, 1999, as amended on May 17, 1999, May 27, 1999 and
June 21, 1999.
In addition, (1) all documents filed by us with the SEC pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") after the date of this prospectus and (2) all documents filed by
us with the SEC pursuant to the Exchange Act after the date of the initial
registration statement of which this prospectus is a part and prior to the
termination of the exchange offer shall be deemed to be incorporated by
reference into this prospectus and to be a part of this prospectus from the date
of filing of those documents with the SEC. Any statement contained in this
prospectus or in a document incorporated by reference in this prospectus shall
be deemed to be modified or superseded for purposes of this prospectus to the
extent that a statement contained in this prospectus or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.
We have filed with the SEC a registration statement on Form S-4 under
the Securities Act of 1933 (the "Securities Act") with respect to the registered
debt being offered by this prospectus. This prospectus, which forms a part of
the registration statement, does not contain all of the information set forth in
the registration statement. You should refer to the registration statement for
more information.
Statements contained in or incorporated by reference in this prospectus
regarding the contents of any contract or other document referred to in this
prospectus or in any incorporated document are presented in summary form. In
each case, we refer you to the contract or other document filed as an exhibit to
this prospectus or the documents incorporated by reference for complete terms of
that document. Each of our statements about those contracts or other documents
is qualified in all respects by the terms of the actual contract or document.
This prospectus incorporates documents by reference that contain
important business and financial information about TRW that is not included in
or delivered with this document. Copies of those documents, other than exhibits
to those documents that are not specifically incorporated by reference into the
documents, are available without charge to any person to whom this prospectus is
delivered, upon written or oral request to:
TRW Inc.
1900 Richmond Road
Cleveland, Ohio 44124-2760
Attention: Financial Services
(216) 291-7654
IN ORDER TO RECEIVE THESE DOCUMENTS BEFORE THE EXPIRATION DATE OF THE
EXCHANGE OFFER, YOU MUST MAKE YOUR REQUEST NO LATER THAN _______________, 1999,
WHICH IS FIVE BUSINESS DAYS BEFORE THE EXPIRATION DATE OF THE EXCHANGE OFFER.
As long as any of the registered debt is listed on the Luxembourg Stock
Exchange and the rules of that exchange require, the documents incorporated by
reference in this prospectus, other than exhibits to the documents unless the
exhibits are specifically incorporated by reference into the documents, will be
available at no cost to you during normal business hours on any business day at
the registered office of Bankers Trust Luxembourg.
ii
<PAGE> 7
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Statements made or incorporated by reference in this prospectus that
are not statements of historical fact are forward-looking statements. In
addition, from time to time, TRW and its representatives may make statements
that are forward-looking. All forward-looking statements involve risks and
uncertainties. This section provides readers with cautionary statements
identifying, for purposes of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, important factors that could cause
TRW's actual results to differ materially from those contained in
forward-looking statements made in this prospectus or otherwise made by, or on
behalf of, TRW.
The following are some of the factors that could cause actual results
to differ materially from estimates contained in TRW's forward-looking
statements:
Our consolidated results could be affected by:
- unanticipated events and circumstances that may occur and render
TRW's acquisition of LucasVarity less beneficial to TRW than
anticipated;
- intense competition in our markets that make it impossible to
guarantee that we will achieve the expected financial and operating
results and synergies from the acquisition of LucasVarity;
- the ability of TRW to integrate LucasVarity into its operations and
thereby achieve the anticipated cost savings and be in a position to
take advantage of potential growth opportunities;
- the ability to continue technical innovation and the development of
and demand for new products and contract awards;
- pricing pressures from customers;
- the ability to reduce the level of outstanding indebtedness from
cash flow from operations and proceeds from the dispositions planned
in our automotive business;
- the ability to effectively implement the company-wide Y2K compliance
program in accordance with TRW's estimated timetable and costs and
the preparedness of our critical suppliers;
- the introduction of competing products or technology by competitors;
- availability of funding for research and development;
- the ability to meet performance and delivery requirements on systems
for customers;
- the economic, regulatory and political instability of Brazil, Asia
and certain emerging countries; and
- the ability to attract and retain skilled employees with high-level
technical competencies.
Our automotive business also could be affected by:
- the ability to effectively implement our automotive restructuring
program and improve automotive margins;
- changes in consumer debt levels and interest rates;
- the cyclical nature of the automotive industry;
- moderation or decline in the automobile build rate;
- work stoppages;
- customer warranty claims; and
- changes to the regulatory environment regarding automotive safety.
Our aerospace and information systems business also could be affected
by:
- the level of defense funding by the government;
- the termination of existing government contracts; and
- the ability to develop and market products and services for
customers outside of the traditional aerospace and information
systems markets.
1
<PAGE> 8
The foregoing list of important factors is not exclusive.
We caution you that any forward-looking statement reflects only the
beliefs of TRW or its management at the time the statement is made. TRW
undertakes no obligation to update any forward-looking statement to reflect
events or circumstances after the date on which the statement was made.
SUMMARY
The following summary highlights selected information from this
prospectus and may not contain all of the information that is important to you.
We encourage you to read this prospectus in its entirety. The terms "TRW," "we,"
"our" or "us" as used in this prospectus refer to TRW Inc., the issuer of the
outstanding debt and of the registered debt to be issued in the exchange offer,
and its subsidiaries as a combined entity, except where it is made clear that
the term means only TRW Inc., the parent company.
THE COMPANY
TRW is an international company that provides advanced technology
products and services. The principal businesses of TRW and its subsidiaries are
the design, manufacture and sale of products and the performance of systems
engineering, research and technical services for private industry and the United
States Government in two industry segments: Automotive and Aerospace &
Information Systems.
TRW was incorporated in 1916 under the laws of Ohio. TRW's principal
executive offices are located at 1900 Richmond Road, Cleveland, Ohio 44124-2760.
The telephone number of our executive offices is (216) 291-7000.
PURPOSE OF THE EXCHANGE OFFER
On May 26, 1999, TRW sold, through a private placement exempt from the
registration requirements of the Securities Act,
- $400 million of its 6 1/2% Notes Due 2002,
- $700 million of its 6 5/8% Notes Due 2004,
- $750 million of its 7 1/8% Notes Due 2009 and
- $550 million of its 7 3/4% Debentures Due 2029.
This placement is referred to as the May Offering. On June 18, 1999, TRW sold,
through a private placement exempt from the registration requirements of the
Securities Act, $425 million of its 6.45% Notes due 2001. This placement is
referred to as the June Offering. We refer to these five series of outstanding
notes and debentures as "outstanding debt" in this prospectus.
Simultaneously with each of the May Offering and the June Offering, TRW
entered into a registration rights agreement with the respective initial
purchasers of the outstanding debt. We refer to the exchange notes and exchange
debentures to be registered under this exchange offer registration statement as
"registered debt" in this prospectus. If the exchange offer is not consummated
within a specified time period, TRW must pay additional interest to the holders
of outstanding debt until the earlier of
- the consummation of the exchange offer, or
- the date TRW causes a shelf registration statement covering resales
of the outstanding debt to become effective.
2
<PAGE> 9
The purpose of this exchange offer is to fulfill TRW's obligations
under the registration rights agreements to cause a registration statement
allowing for registered debt to be issued in exchange for the outstanding debt.
SUMMARY OF THE EXCHANGE OFFER
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Registration Rights TRW sold the Notes Due 2002, the Notes Due 2004, the Notes Due 2009 and the
Debentures Due 2029 on May 26, 1999 to several initial purchasers. TRW sold
the Notes due 2001 on June 18, 1999, in an unrelated transaction, to a different
set of initial purchasers. The initial purchasers in each offering sold the
outstanding debt to qualified institutional buyers and, in the case of the
outstanding debt sold in the May Offering, non-U.S. persons. In connection with
the sale of the outstanding debt to the respective sets of initial purchasers, TRW
entered into a registration rights agreement with each set of initial purchasers.
Each of the registration rights agreements provide for the exchange offer.
You may exchange your outstanding debt for registered debt, which has
substantially identical terms. The exchange offer satisfies TRW's obligations
under each of the registration rights agreements. After the exchange offer is
over, you will not be entitled to any exchange or registration rights with respect
to your outstanding debt. Therefore, if you do not exchange your outstanding
debt, you will not be able to reoffer, resell or otherwise dispose of your
outstanding debt unless (1) you comply with the registration and prospectus
delivery requirements of the Securities Act, or (2) the transaction is exempt from
those Securities Act requirements.
The Exchange Offer TRW is offering to exchange
- $425 million total principal amount of its 6.45% Exchange Notes due 2001,
- $400 million total principal amount of its 6 1/2% Exchange Notes Due 2002,
- $700 million total principal amount of its 6 5/8% Exchange Notes Due 2004,
- $750 million total principal amount of its 7 1/8% Exchange Notes Due 2009
and
- $550 million total principal amount of its 7 3/4% Exchange Debentures Due
2029
which have been registered under the Securities Act, for, respectively, the
outstanding
- 6.45% Notes due 2001,
- 6 1/2% Notes Due 2002,
- 6 5/8% Notes Due 2004,
- 7 1/8% Notes Due 2009 and
- 7 3/4% Debentures Due 2029.
To exchange your outstanding debt, you must properly tender it, and TRW must
accept it. TRW will exchange registered debt for all outstanding debt that you
validly tender and do not validly withdraw. TRW will issue registered debt
promptly after the completion of the exchange offer.
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<PAGE> 10
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Resales Based on interpretations by the staff of the SEC set forth in no-action letters
issued to third parties, TRW believes that you can offer for resale, resell or
otherwise transfer the registered debt without complying with the registration
and prospectus delivery requirements of the Securities Act so long as:
(1) you are not an "affiliate" of TRW;
(2) you acquire the registered debt in the ordinary course of your business;
(3) you have no arrangement or understanding with any person to participate in
the distribution of the registered debt; and
(4) if you are not a broker-dealer, you are not engaged in, and do not intend to
engage in, a distribution of the registered debt.
If any of these conditions is not satisfied and you transfer any registered debt
without delivering a proper prospectus or without qualifying for a registration
exemption, you may have liability under the Securities Act. TRW will not
assume or indemnify you against that liability.
Each broker-dealer that receives registered debt for its own account in exchange
for outstanding debt, where that outstanding debt was acquired by that broker-
dealer as a result of market-making activities or other trading activities, must
acknowledge that it will deliver a prospectus in connection with any resale of
that registered debt. A broker-dealer may use this prospectus for an offer to
resell, a resale or other retransfer of the registered debt.
Expiration Date The exchange offer expires at 5:00 p.m., New York City time, on ____________,
1999, unless TRW extends the exchange offer to allow additional tenders of
outstanding debt.
Conditions to the The exchange offer is subject to conditions which are described later in this
Exchange Offer prospectus under "The Exchange Offer--Conditions to the Exchange Offer."
Procedures for TRW issued the outstanding debt as global securities registered in the name of
Tendering Cede & Co., as nominee of The Depository Trust Company, commonly known as
Outstanding Debt "DTC." Beneficial interests in the outstanding debt, which are held by direct or
indirect participants in DTC, are shown on records maintained in book-entry
form by DTC.
You may tender your outstanding debt through book-entry transfer in
accordance with DTC's Automated Tender Offer Program, or "ATOP." To tender
your outstanding debt by a means other than ATOP, a letter of transmittal must
be completed and signed according to the instructions contained in the letter.
The letter of transmittal and any other documents required by the letter of
transmittal must be delivered to the exchange agent by mail, facsimile, hand
delivery or overnight courier. In addition, before the expiration date of the
exchange offer, you must deliver your outstanding debt to the exchange agent or
comply with the procedures for guaranteed delivery.
Do not send letters of transmittal or certificates representing outstanding debt, if
any, to TRW. Send these documents only to the exchange agent.
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Special Procedures If you are a beneficial owner whose outstanding debt is registered in the name of
for Beneficial Owners a broker, dealer, commercial bank, trust company or other nominee, and you
wish to tender your outstanding debt in the exchange offer, please contact the
registered holder as soon as possible and instruct them to tender on your behalf
and comply with the instructions set forth elsewhere in this prospectus.
Withdrawal Rights Tenders may be withdrawn at any time before the expiration date.
Appraisal or Holders of outstanding debt do not have any appraisal or dissenters' rights in the
Dissenters' Rights exchange offer. If you do not tender your outstanding debt before the expiration
date of the exchange offer, or TRW does not accept your tender because, among
other things, you invalidly tendered it, you will not be entitled to any further
exchange or registration rights under the registration rights agreement, except
under limited circumstances. However, the outstanding debt you hold will
remain outstanding and entitled to the benefits of the Indenture.
Federal Income Tax The exchange of outstanding debt for registered debt will not be a taxable
Considerations exchange for United States Federal income tax purposes. You should not
recognize any taxable gain or loss or any interest income as a result of the
exchange.
Use of Proceeds TRW will not receive any proceeds from the issuance of the registered debt, and
TRW will pay the expenses of the exchange offer.
Exchange Agent The Chase Manhattan Bank is serving as exchange agent in the exchange offer.
The mailing address of the exchange agent is 55 Water Street, Room 234, North
Building, New York, New York 10041. For information about the exchange offer,
call or fax the exchange agent at telephone number (212) 638-0828 or facsimile
number (212) 638-7375.
Effect on Holders of By making and consummating the exchange offer, TRW will have fulfilled a
Outstanding Debt covenant contained in the registration rights agreement. Accordingly, there will
be no increase in the interest rate on the outstanding debt under the
circumstances described in the registration rights agreements.
Consequences of All untendered outstanding debt will continue to be subject to the restrictions on
Failure to Exchange transfer provided for in the outstanding debt and in the Indenture. In general,
the outstanding debt may not be offered or sold, unless registered under the
Securities Act, except pursuant to an exemption from, or in a transaction not
subject to, the Securities Act and applicable state securities laws. Other than in
connection with the exchange offer, TRW does not intend to register the
outstanding debt under the Securities Act.
</TABLE>
SUMMARY OF TERMS OF THE REGISTERED DEBT
The form and terms of the registered debt are the same as the form and
terms of the outstanding debt, except that the registered debt
(1) will be registered under the Securities Act,
(2) will not bear legends restricting its transfer, and
(3) will not contain the registration rights and related
additional interest provisions contained in the outstanding
debt.
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<PAGE> 12
The registered debt represents the same debt as the outstanding debt. Both the
outstanding debt and the registered debt are governed by the Indenture.
<TABLE>
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Total Amount $425,000,000 principal amount of 6.45% Exchange Notes due 2001,
$400,000,000 principal amount of 6 1/2% Exchange Notes Due 2002,
$700,000,000 principal amount of 6 5/8% Exchange Notes Due 2004,
$750,000,000 principal amount of 7 1/8% Exchange Notes Due 2009 and
$550,000,000 principal amount of 7 3/4% Exchange Debentures Due 2029
Interest Exchange Notes due 2001: Interest will accrue from the date of initial issuance
and will be payable on June 15 and December 15 of each year, beginning
December 15, 1999. Holders of the Exchange Notes due 2001 will receive
interest on December 15, 1999 from the date of initial issuance of the registered
Notes due 2001, plus an amount equal to the accrued, but unpaid, interest on the
outstanding debt.
Exchange Notes Due 2002, Exchange Notes Due 2004, Exchange Notes Due 2009
and Exchange Debentures Due 2029: Interest will accrue from the date of initial
issuance and will be payable on June 1 and December 1 of each year, beginning
December 1, 1999. Holders of these series of registered debt will receive interest
on December 1, 1999 from the date of initial issuance of the registered debt, plus
an amount equal to the accrued, but unpaid, interest on the outstanding debt.
Ranking The registered debt will be senior unsecured obligations of TRW and will rank
equally with all other senior unsecured and unsubordinated indebtedness of
TRW.
Optional Redemption The Exchange Notes due 2001 are not redeemable prior to maturity.
The Exchange Notes Due 2002 are not redeemable prior to maturity except
under certain circumstances for tax reasons.
Each other series of registered debt will be redeemable as a whole or in part, at
TRW's option, at any time at a redemption price equal to the greater of:
(1) 100% of the principal amount of the registered debt to be redeemed; and
(2) the sum of the present values of the remaining scheduled principal and
interest payments, exclusive of any accrued interest, discounted, on a
semiannual basis, at a rate equal to the sum of the applicable Treasury Rate
(as defined later in this prospectus) plus 15 basis points for the Exchange
Notes Due 2004, 20 basis points for the Exchange Notes Due 2009, and 25
basis points for the Exchange Debentures Due 2029,
plus, in each case, interest accrued but not paid to the date of redemption.
Payment of For each series of registered debt other than the Exchange Notes due 2001, TRW
Additional Amounts will pay additional interest if necessary so that the net payment of the principal
of and interest on the registered debt to a Foreign Holder (as defined on page 51),
after deducting or withholding for any present or future tax or other charge of
the United States or a political subdivision or taxing authority of or in the
United States, imposed by withholding with respect to the payment, will not be
less than the amount provided in the registered debt to be then due and payable.
This obligation is subject to certain exceptions and limitations.
</TABLE>
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Redemption for Tax If, as a result of changes in United States tax law or the official interpretation
Reasons thereof on or after May 26, 1999, TRW becomes obligated to pay additional
amounts as described in the preceding section of this summary or if a substantial
probability exists that TRW will be required to make those payments, TRW will
be entitled to redeem the outstanding debt and the registered debt. If TRW
redeems the securities for that reason, the redemption price will be 100% of the
principal amount plus accrued and unpaid interest to the date fixed for
redemption. This redemption right is subject to certain conditions and does not
apply to the Notes due 2001.
Sinking Fund None.
Form of the The registered debt will be represented by one or more permanent global
Registered Debt securities registered in the name of a nominee of DTC. You will not receive notes
or debentures in registered form unless one of the events set forth under the
heading "Book-Entry; Delivery and Form -- Definitive Registered Securities"
occurs. Instead, beneficial interests in the registered debt will be shown on, and
transfers of these interests will be effected only through, records maintained in
book-entry form by DTC with respect to its participants.
</TABLE>
RISK FACTORS
Before you participate in the exchange offer, you should be aware that
there are various risks, including those described below. You should carefully
consider these risk factors, together with the other information in this
prospectus, before deciding to participate in the exchange offer.
FAILURE TO EXCHANGE -- IF YOU CHOOSE NOT TO EXCHANGE THE OUTSTANDING DEBT YOU
HOLD, THE PRESENT TRANSFER RESTRICTIONS WILL REMAIN IN FORCE AND THE MARKET
PRICE OF YOUR OUTSTANDING DEBT COULD DECLINE.
If you do not exchange the outstanding debt for registered debt under
the exchange offer, then you will continue to be subject to the transfer
restrictions on the outstanding debt as set forth in the offering document
distributed in connection with the offering of the outstanding debt. In general,
the outstanding debt may not be offered or sold unless it is registered or
exempt from registration under the Securities Act and applicable state
securities laws. Except as required by the registration rights agreements, we do
not intend to register resales of the outstanding debt under the Securities Act.
The tender of outstanding debt under the exchange offer will reduce the
outstanding principal amount of the outstanding debt, which may have an adverse
effect upon, and increase the volatility of, the market price of the outstanding
debt due to a reduction in liquidity.
LACK OF PUBLIC MARKET FOR THE REGISTERED DEBT -- YOU MAY NOT BE ABLE TO SELL THE
REGISTERED DEBT.
There is no existing market for the registered debt, and there can be
no assurance as to the liquidity of any markets that may develop for the
registered debt, your ability to sell your registered debt or the prices at
which you would be able to sell your registered debt. Future trading prices of
the registered debt will depend on many factors, including, among other things,
prevailing interest rates, our operating results and the market for similar
securities. We understand that the representatives of the initial purchasers of
the outstanding debt currently intend to make a market in the registered debt.
However, they are not obligated to do so and any market making may be
discontinued at any time without notice. Each series of the outstanding debt,
other than the Notes due 2001, is listed on the Luxembourg Stock Exchange. We
have applied for listing of each series of the registered debt other than the
Exchange Notes due 2001, on the Luxembourg Stock Exchange.
7
<PAGE> 14
TRW
TRW is an international company that provides advanced technology
products and services. The principal businesses of TRW and its subsidiaries are
the design, manufacture and sale of products and the performance of systems
engineering, research and technical services for private industry and the United
States Government in two industry segments: Automotive and Aerospace &
Information Systems. TRW's principal products and services include:
- automotive systems and components;
- spacecraft;
- software and systems engineering support services;
- electronic systems, equipment and services;
- information technology; and
- aerospace systems, products and services.
TRW was incorporated under the laws of Ohio on June 17, 1916. TRW
conducts its business directly and through a number of direct and indirect
subsidiaries. TRW had approximately 127,000 employees as of March 31, 1999,
including employees of the LucasVarity businesses.
ACQUISITION OF LUCASVARITY
On May 10, 1999, TRW closed the acquisition of LucasVarity for an
aggregate cash purchase price of approximately $6.8 billion. LucasVarity
designs, manufactures and supplies advanced technology systems, products and
services in the world's automotive and aerospace industries. LucasVarity had
sales of approximately $7.088 billion for the year ended January 31, 1999, and
total assets of approximately $7.453 billion as of January 31, 1999. TRW's
tender offer for LucasVarity shares was declared unconditional as to acceptances
on March 25, 1999, and LucasVarity is included in TRW's financial statements
subsequent to that date.
The automotive components industry is in a stage of consolidation and
TRW believes that the leading participants in the industry will be those capable
of delivering superior technology and systems on a global basis to customers who
increasingly require total systems solutions. TRW believes that the combination
of TRW and LucasVarity creates one of the world's leading automotive
organizations, capable of providing its customers globally with advanced
engineering and manufacturing capabilities. In TRW's view, the combination of
TRW and LucasVarity offers a leading presence in a broad range of vehicle
control and safety systems, including steering, brakes, occupant restraints and
related electronics. TRW also believes that LucasVarity's position in aerospace
systems in Europe and North America complements TRW's position in aerospace and
information systems and offers substantial cross-selling opportunities. TRW
expects to achieve in excess of $200 million in annual cost saving synergies by
the end of 2001 in the combined businesses.
INTEGRATION OF LUCASVARITY BUSINESS INTO TRW
On April 28, 1999, TRW announced a reorganization of its business into
two segments: Automotive and Aerospace & Information Systems. TRW's and
LucasVarity's automotive businesses were combined into TRW's Automotive segment
and TRW's existing Space, Defense & Information Systems businesses were combined
with LucasVarity's Aerospace business to form the Aerospace & Information
Systems segment. This segment includes the following businesses: space and
electronics, systems and information technology, aeronautical systems, formerly
Lucas Aerospace, and telecommunications.
8
<PAGE> 15
BUSINESS OF TRW
AUTOMOTIVE
TRW's Automotive segment designs, manufactures and sells a broad range
of steering, suspension, engine, safety, engineered fastening, electronic, and
other components and systems for passenger cars and commercial vehicles. These
products include:
- occupant restraint systems, including airbag and seat belt systems,
steering wheels, and sensors;
- steering systems, including hydraulic and electrically assisted
power and manual rack and pinion steering for light vehicles, power
steering systems and suspension components for commercial vehicles;
- electrical and electronic controls, engineered fasteners and stud
welding systems; and
- engine valves and valve train parts.
TRW sells the products included in this industry segment primarily to
automotive original equipment manufacturers. In addition, TRW sells its
automotive components for use as aftermarket and service parts to automotive
original equipment manufacturers and others for resale through their own
independent distribution networks.
With the acquisition of LucasVarity, TRW's Automotive segment also
includes the following:
- light vehicle braking systems, which supplies braking systems and
components to the world's major automotive manufacturers, with
strengths in foundation brakes, actuation and rear-wheel and
four-wheel anti-lock braking systems;
- diesel systems, one of the world's largest manufacturers of diesel
fuel injection systems. Its products range from mechanical rotary
fuel pumps, fuel injectors and filters to fully-integrated
electronically-controlled systems, such as common rail;
- electrical and electronics systems, a supplier of advanced
electronic controls, wiring and body electrical systems to the
global automotive industry; and
- aftermarket operations, a provider of comprehensive parts, service,
technical and diagnostic support to both vehicle manufacturers and
the global independent automotive aftermarket.
On May 17, 1999, TRW announced that it will divest its engine
businesses, which consist of TRW Engine Components and Lucas Diesel Systems
operations; TRW Nelson Stud Welding; and the LucasVarity Wiring companies.
Please read "Recent Developments--Planned Divestitures."
AEROSPACE & INFORMATION SYSTEMS
TRW's Aerospace & Information Systems segment includes spacecraft,
electronic systems, equipment components and services; systems integration and
information technology systems, products and services and aeronautical systems.
TRW's spacecraft and electronic systems include design, manufacture and
services in the following areas:
<TABLE>
<S> <C>
- space systems for communications, strategic - high energy lasers for missile defense
surveillance, space science and earth - industrial lasers
observation
</TABLE>
9
<PAGE> 16
<TABLE>
<S> <C>
- onboard and ground data processing and - advanced integrated/modular avionics systems and
distribution systems engineering
- telecommunications radio frequency circuits - space electronic payloads and instruments
and modules - spacecraft equipment and propulsion subsystems
TRW's systems integration, systems engineering, software development and information technology systems products
and services are in the following areas:
- military command and control - financial and electronic commerce messaging
- strategic defense systems systems
- intelligence requirements management - nuclear waste management
- unmanned aerial vehicle systems - air traffic control
- reconnaissance and surveillance systems - health and human safety
- public safety systems - warehousing
- modeling and simulation - test and evaluation
- training - tax systems modernization
- telecommunications - sensor data processing
- integrated supply chain solutions - signals analysis
- logistics - battle management control systems
- criminal justice
TRW's aeronautical systems activities are in the following areas:
- engine controls - hoists and winches
- power generation - missile actuation
- flight controls - repair and overhaul
- cargo systems
</TABLE>
TRW's telecommunications activities are focused on building a
substantial commercial telecommunications business based upon the leading-edge
technological assets created from TRW's role as an aerospace and government
contractor.
TRW sells and distributes its products and services in this industry
segment principally to the United States Government, agencies of the United
States Government, state, local and foreign governments and international and
commercial customers.
While classified projects are not discussed in this document or in any
of the documents incorporated by reference herein, the operating results
relating to classified projects are included in TRW's consolidated financial
statements, and the business risks associated with those projects do not differ
materially from those of other projects for the United States Government.
RECENT DEVELOPMENTS
RECENT FINANCIAL RESULTS
On July 20, 1999, TRW announced financial results for the second
quarter ended June 30, 1999. Sales for the second quarter, 1999 were
$4.8 billion and net earnings were $139.8 million, or $1.14 per diluted share.
Unusual and/or one time items included in net earnings included the following
after tax amounts: a gain on the sale of shares of an affiliate of
$51.7 million; automotive restructuring costs of $39.5 million; the reduction in
profit of $12.7 million from the sale of the LucasVarity inventory which was
valued at fair value as of the acquisition date; unrealized foreign exchange
losses from hedges of $12.7 million; the amortization of the underwriting and
participation fees to secure committed credit facilities to finance the
acquisition of LucasVarity of $8.3 million; and an increase in profit from the
discontinuation of depreciation for assets held for sale of $7.8 million.
Without these items, net earnings would have been
10
<PAGE> 17
$153.5 million, or $1.25 per diluted share. Sales, net earnings, and diluted
earnings per share for the second quarter, 1998 were $3.0 billion, $125.8
million, and $1.00 per diluted share, respectively. The increase in sales, net
earnings, and earnings per diluted share adjusted for the unusual and/or one
time items resulted primarily from the acquisition of LucasVarity in the first
quarter of 1999.
PLANNED DIVESTITURES
On May 17, 1999, TRW announced that it will divest its engine
businesses, which consist of TRW Engine Components and Lucas Diesel Systems
operations; TRW Nelson Stud Welding; and the LucasVarity Wiring companies. Net
proceeds from these divestitures, estimated to be $1.2 billion to $1.5 billion,
will be applied to reduce debt incurred to finance the acquisition of
LucasVarity. TRW expects to complete the divestitures of these businesses by
year-end 1999. TRW has established a goal of reducing its net debt by year-end
2000 by approximately $2.5 billion, including divestiture proceeds.
The unaudited pro forma financial information for the year ended
December 31, 1998 and the quarter ended March 31, 1999 included sales of $1.98
billion and $485 million, respectively, relating to the businesses to be sold.
Please read "Unaudited Pro Forma Statements of Operations."
INVESTMENT IN ASTROLINK
On May 6, 1999, TRW announced that it will make a $250 million
investment in Astrolink LLC, a strategic venture initiated by Lockheed Martin.
In addition to TRW's investment, Lockheed Martin Global Telecommunications will
invest $400 million, and Telespazio, a Telecom Italia Group company, will invest
$250 million. With this funding, Astrolink will commence construction of a
system that will make it the world's first global, on-demand, wireless broadband
service provider, scheduled to offer service in 2003.
Astrolink will focus on the high-growth area of broadband data
services, carrying traffic for Internet, intranet, multimedia and corporate data
networks. TRW will build the digital, packet-switched communications payloads
for Astrolink's satellites, and will have the opportunity to be an Astrolink
service provider. TRW's $250 million investment will be made in five
installments over eighteen months.
USE OF PROCEEDS
TRW will not receive any proceeds from the exchange offer. In
consideration for issuing the registered debt, TRW will receive in exchange
outstanding debt of like principal amount, the terms of which are identical in
all material respects to the registered debt. The outstanding debt surrendered
in exchange for registered debt will be retired and canceled and cannot be
reissued. Accordingly, issuance of the registered debt will not result in any
increase in TRW's indebtedness. TRW has agreed to bear the expenses of the
exchange offer. No underwriter is being used in connection with the exchange
offer.
11
<PAGE> 18
CAPITALIZATION
The following table sets forth the consolidated capitalization of TRW
(1) at March 31, 1999, and (2) as adjusted to give effect to the issuance of the
outstanding debt (and TRW's Floating Rate Notes due 2000, which were issued in
the June Offering) and the use of the net proceeds from those issuances. This
table should be read in conjunction with TRW's financial statements, the notes
to the financial statements and other financial and statistical information
included or incorporated by reference in this prospectus.
<TABLE>
<CAPTION>
MARCH 31, 1999(a)
(UNAUDITED)
-----------------
ACTUAL AS ADJUSTED
------ -----------
(IN MILLIONS)
<S> <C> <C>
Short-term debt:
Short-term debt (including current portion
of long-term debt)............................................................ $ 2,514 $ 2,514
Short-term payable for LucasVarity plc(b)........................................ 2,899 2,889
-------- --------
Total short-term debt...................................................... $ 5,413 $ 5,403
======== ========
Long-term debt:
Long-term payable for LucasVarity plc(b)......................................... $ 3,359 $ --
U.S. borrowings.................................................................. 141 141
Non-U.S. borrowings.............................................................. 163 163
Medium-term notes:
6.05% Notes due 2005.......................................................... 200 200
6.25% Notes due 2010.......................................................... 150 150
6.65% Notes due 2028.......................................................... 150 150
6.30% Notes due 2008.......................................................... 100 100
9.35% Notes due 2020 (due 2000 at option of note holder)...................... 100 100
9.375% Notes due 2021......................................................... 100 100
Other medium-term notes....................................................... 299 299
Outstanding Debt:
6.45% Notes due 2001.......................................................... -- 425
6 1/2% Notes Due 2002......................................................... -- 400
6 5/8% Notes Due 2004......................................................... -- 700
7 1/8% Notes Due 2009......................................................... -- 750
7 3/4% Debentures Due 2029.................................................... -- 550
Floating Rate Notes due 2000..................................................... -- 575
Other ........................................................................... 260 260
-------- --------
Total long-term debt....................................................... $ 5,022 $ 5,063
======== ========
Minority interests in subsidiaries.................................................. $ 131 $ 131
Shareholders' investment:
Serial Preference Stock II (5,000,000 shares, without par value,
authorized; 105,559 issued and outstanding)................................... $ -- $ --
Common Stock (500,000,000 shares, par value $0.625 per share,
authorized; 120,200,831 issued and outstanding)............................... 75 75
Other capital.................................................................... 459 459
Retained earnings................................................................ 1,991 1,991
Treasury shares--cost in excess of par value..................................... (625) (625)
Accumulated other comprehensive income (loss).................................... (173) (173)
-------- --------
Total shareholders' investment............................................. $ 1,727 $ 1,727
-------- --------
Total capitalization....................................................... $ 12,293 $ 12,324
======== ========
</TABLE>
12
<PAGE> 19
(a) There has been no material change in the capitalization of TRW since
March 31, 1999, other than as set forth in this prospectus.
(b) As of March 31, 1999, TRW had an unconditional obligation to pay
LucasVarity shareholders for shares then tendered within no more than
14 days from the later of March 25, 1999, the day the tender offer was
declared unconditional in all respects, or the date of valid
acceptance. A portion of this obligation was reclassified based on
TRW's intent and ability to refinance this obligation on a long-term
basis. TRW issued commercial paper to raise funds to satisfy the
payment obligation. TRW used the proceeds from the May Offering and the
June Offering to reduce the amount of commercial paper outstanding. The
net proceeds from the May Offering have been applied in this table to
"Long-term debt--Long-term payable for LucasVarity plc." The net
proceeds from the June Offering have been applied to this table to
"Long-term debt -- Long-term payable for LucasVarity plc" and
"Short-term debt -- Short-term payable for LucasVarity plc."
RATIO OF EARNINGS TO FIXED CHARGES
(UNAUDITED)
The following table shows the ratio of earnings to fixed charges of TRW
and its subsidiaries. For purposes of this ratio, "earnings" consist of earnings
before income taxes adjusted for minority interests in earnings of consolidated
subsidiaries, plus fixed charges, less undistributed earnings of affiliates
which are less than fifty percent owned by TRW. "Fixed charges" consist of
interest on borrowed funds, amortization of debt discount and expense and
one-third of rental expense which is representative of the interest factor.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS
------------------------------------------------ ENDED
1994 1995 1996 1997 1998 MARCH 31, 1999
---- ---- ---- ---- ---- --------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges.......... 3.9x 5.4x 3.4x(a) 2.9x(b) 5.2x 0.7x(c)
</TABLE>
(a) The 1996 earnings from continuing operations before income taxes of
$302 million includes a charge of $385 million as a result of actions
taken in the automotive and space and defense businesses. Excluding
this charge, the ratio of earnings to fixed charges would have been
7.1x.
(b) The 1997 earnings from continuing operations before income taxes of
$240 million includes a $548 million earnings charge for purchased
in-process research and development related to the acquisition of BDM
International, Inc. Excluding this charge, the ratio of earnings to
fixed charges would have been 7.2x.
(c) The earnings from continuing operations before income taxes of $7
million for the three months ended March 31, 1999 includes an $85
million earnings charge for purchased in-process research and
development related to the acquisition of LucasVarity. Excluding this
charge, the ratio of earnings to fixed charges would have been 2.1x.
13
<PAGE> 20
UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS
The unaudited pro forma statements of operations for the year ended
December 31, 1998 and for the quarter ended March 31, 1999 have been prepared to
illustrate the effect of the acquisition of LucasVarity as if the acquisition
had occurred on January 1, 1998 and January 1, 1999, respectively. Synergies and
expected cost savings from the integration of LucasVarity with TRW's previously
existing businesses have not been included in the pro forma statements of
operations.
The unaudited pro forma statement of operations presented for the year
ended December 31, 1998 includes the historical financial results for the year
ended December 31, 1998 for TRW and the year ended January 31, 1999 for
LucasVarity. The unaudited pro forma statement of operations presented for the
quarter ended March 31, 1999 includes the statement of operations for the
quarter ended March 31, 1999 for TRW and the fourth quarter ended January 31,
1999 for LucasVarity. Unusual and/or one-time items recorded in the two month
period ended March 31, 1999 for LucasVarity included primarily the investment
banker fees of $21 million relating to TRW's acquisition of LucasVarity. The
historical statements of operations for LucasVarity have been presented using
U.S. Generally Accepted Accounting Principles (U.S. GAAP). The statements were
translated from British pounds to U.S. dollars using an average exchange rate
for the applicable period.
The unaudited pro forma statements of operations include the
adjustments, with a continuing impact, to reflect the transaction using purchase
accounting. The pro forma adjustments are described in the notes to the
unaudited pro forma statements of operations. The adjustments are based upon
preliminary information and certain management judgments. Certain
reclassifications have been reflected to conform to TRW's presentation. The
purchase accounting adjustments are subject to revisions which will be reflected
in future periods. Revisions, if any, are not expected to have a material effect
on the statement of operations or financial condition of TRW.
The unaudited pro forma statements of operations are presented for
illustrative purposes only and are not necessarily indicative of the results of
operations which may occur in the future, or that would have occurred if the
acquisition had been consummated on January 1, 1998 and January 1, 1999 for the
statements of operations for the year ended December 31, 1998 and the quarter
ended March 31, 1999, respectively. The unaudited pro forma statements of
operations should be read in conjunction with the consolidated financial
statements and notes thereto included in TRW's Annual Report on Form 10-K for
the year ended December 31, 1998, the consolidated condensed unaudited financial
statements and the notes thereto included in TRW's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1999 and the consolidated financial statements
and notes thereto of LucasVarity for the year ended January 31, 1999 included in
TRW's Current Report on Form 8-K dated March 26, 1999, as amended on May 17,
1999, each incorporated into this prospectus by reference.
14
<PAGE> 21
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
-------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
(IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
TRW LUCASVARITY
HISTORICAL AS HISTORICAL AS PRO FORMA ADJUSTED
REPORTED REPORTED ADJUSTMENTS TRW
-------- -------- ----------- ---
<S> <C> <C> <C> <C>
Sales.......................................... $11,886 $7,088 $ (10) (a) $18,964
Cost of sales.................................. 9,715 5,542 93 (b) 15,350
---------- -------- ------- ---------
Gross profit................................... 2,171 1,546 (103) 3,614
Administrative and selling expenses............ 826 495 -- (c) 1,321
Research and development expenses.............. 522 305 (62) (d) 765
Interest expense............................... 114 58 450 (f) 622
Other expense (income)--net.................... (37) (180) (5) (g) (222)
---------- -------- ------- ---------
Earnings from continuing operations before
income taxes................................ 746 868 (486) 1,128
Income taxes................................... 269 315 (182) (h) 402
---------- -------- ------- ---------
Earnings from continuing operations............ $ 477 $ 553 $ (304) $ 726
========== ======== ======= =========
Per share of common stock
Diluted
From continuing operations............... $ 3.83 $ 5.84
Basic
From continuing operations............... $ 3.93 $ 5.98
Shares used in computing per share amounts
Diluted..................................... 124.4 124.4
Basic....................................... 121.3 121.3
</TABLE>
See Notes to the Unaudited Pro Forma Statement of Operations
15
<PAGE> 22
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
-------------------------------------------
FOR THE QUARTER ENDED MARCH 31, 1999
(IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
TRW LUCASVARITY
HISTORICAL AS HISTORICAL AS PRO FORMA ADJUSTED
REPORTED REPORTED ADJUSTMENTS TRW
-------- -------- ----------- ---
<S> <C> <C> <C> <C>
Sales ............................................. $3,097 $1,733 $(107) (a) $4,723
Cost of sales...................................... 2,618 1,340 (15) (b) 3,943
------- ------- ------- -------
Gross profit....................................... 479 393 (92) 780
Administrative and selling expenses................ 184 123 (14) (c) 293
Research and development expenses.................. 144 81 (21) (d) 204
Purchased in-process research and development...... 85 -- (85) (e) --
Interest expense................................... 43 10 106 (f) 159
Other expense (income)--net........................ 16 (152) (31) (g) (167)
-------- ------- ------ -------
Earnings from continuing operations before
income taxes.................................... 7 331 (47) 291
Income taxes....................................... 35 117 (49) (h) 103
-------- ------- ------- -------
Earnings (loss) from continuing operations......... $ (28) $ 214 $ 2 $ 188
======== ======= ======= =======
Per share of common stock
Diluted
From continuing operations................... $(0.24) $ 1.53
Basic
From continuing operations................... $(0.24) $ 1.56
Shares used in computing per share amounts
Diluted......................................... 120.1 122.9
Basic .......................................... 120.1 120.1
</TABLE>
See Notes to the Unaudited Pro Forma Statement of Operations
16
<PAGE> 23
NOTES TO THE UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS
(a) Sales were adjusted to reflect the elimination of sales between TRW and
LucasVarity of $10 million for the year ended December 31, 1998, and $1
million for the quarter ended March 31, 1999. In addition, Sales for
the quarter ended March 31, 1999, were adjusted to eliminate $106
million of LucasVarity sales included in the "TRW Historical as
Reported" amount for the period subsequent to the date of acquisition
(March 25, 1999) to March 31, 1999.
(b) Cost of sales is adjusted to reflect the net amount of the following
adjustments:
<TABLE>
<CAPTION>
YEAR ENDED QUARTER ENDED
DECEMBER 31, 1998 MARCH 31, 1999
----------------- --------------
(IN MILLIONS)
<S> <C> <C>
Elimination of LucasVarity Cost of sales included in the
"TRW Historical as Reported" amount..................................... $ -- $(84)
Reclassification of restructuring cost reported in LucasVarity
historical accounts from Other expense (income)--net.................... 73 42
Reclassification of engineering expenses from Research
and development expenses to conform with TRW's presentation............. 62 21
Elimination of goodwill amortization reported in LucasVarity
historical amounts...................................................... (55) (12)
Additional depreciation resulting from the write-up of fixed assets
to fair value. The assets are depreciated over their estimated
useful lives, primarily from 8 to 20 years. The adjustment also
includes the reduction in earnings to reflect the adjustment of
the fair market value of inventory...................................... 32 23
Capitalization of entry fees associated with an investment for
aerospace partnering arrangements....................................... (17) (6)
Elimination of the cost and profit for sales between LucasVarity
and TRW................................................................. (10) (1)
Adjustment for LucasVarity pension expense to reflect the actuarial
valuation as of the acquisition date.................................... 8 2
---- ----
$ 93 $(15)
==== ====
</TABLE>
(c) Elimination of LucasVarity Administrative and selling expenses of $14
million included in the "TRW Historical as Reported" amount for the
quarter ended March 31, 1999.
(d) Reclassification of $62 million and $21 million of engineering costs to
Cost of sales for the year ended December 31, 1998 and the quarter
ended March 31, 1999, respectively, to conform with TRW's presentation.
(e) Elimination of the charge for Purchased in-process research and
development of $85 million in the quarter ended March 31, 1999 reported
in connection with the acquisition of LucasVarity. Although the charge
is part of the purchase price allocation, it has been excluded from the
pro forma adjusted TRW amounts because it does not have a continuing
impact on the Statement of Operations.
(f) Interest expense is adjusted to reflect the net amount of the following
adjustments:
17
<PAGE> 24
<TABLE>
<CAPTION>
YEAR ENDED QUARTER ENDED
DECEMBER 31, 1998 MARCH 31, 1999
----------------- --------------
(IN MILLIONS)
<S> <C> <C>
Increase in interest expense to reflect the cash purchase
price of LucasVarity.................................................. $418 $ 93
Reclassification of LucasVarity's interest income to Other
expense (income)--net................................................. 32 13
---- ----
$450 $106
==== ====
</TABLE>
(g) Other expense (income)--net is adjusted to reflect the net amount of
the following adjustments:
<TABLE>
<CAPTION>
YEAR ENDED QUARTER ENDED
DECEMBER 31, 1998 MARCH 31, 1999
----------------- --------------
(IN MILLIONS)
<S> <C> <C>
Amortization over 40 years of goodwill resulting from the
acquisition........................................................... $73 $18
Reclassification of restructuring costs reported in LucasVarity's
historical accounts to Cost of sales.................................. (73) (42)
Reclassification of LucasVarity interest income from Interest
expense............................................................... (32) (13)
Amortization of the fair value of identified intangibles over their
estimated useful lives from 16 to 30 years............................ 15 4
Elimination of the LucasVarity gain on the formation of a joint
venture with TRW...................................................... 12 --
Elimination of LucasVarity Other expense (income)--net included
in the "TRW Historical as reported" amount............................ -- 2
---- ----
$ (5) $(31)
==== ====
</TABLE>
(h) Reduction in income taxes of $182 million and $49 million for the
applicable tax effect of the before tax pro forma adjustments to the
statement of operations for the year ended December 31, 1998, and the
quarter ended March 31, 1999, respectively. For the year ended December
31, 1998, the pro forma adjustments do not reflect a tax cost of $20
million which would have occurred if TRW had acquired LucasVarity as of
January 1, 1998. The $20 million tax cost represents unused foreign tax
credits with the assumption that neither TRW nor LucasVarity would have
paid certain dividends from their respective foreign subsidiaries.
Unusual and/or one-time special items included in the historical
statements of operations for TRW and LucasVarity for the year ended December 31,
1998 are set forth below. Excluding these items, the pro forma adjusted earnings
from continuing operations would have been $579 million, or $4.65 per diluted
share.
-- an after-tax gain of $32 million from the settlement of certain
patent litigation by ICO Global Communications (Holdings) Limited
with TRW
-- an after-tax charge of $22 million for litigation, contract
reserves, and severance costs relating to the combination of
TRW's Systems Integration Businesses with BDM International,
Inc., a company acquired in 1997
-- an after-tax charge of $18 million for restructuring primarily
for plant closings and severance costs for TRW's Automotive
businesses
-- an after-tax benefit of $16 million for TRW's interest accrual
adjustment for tax litigation settlement
18
<PAGE> 25
-- an after-tax charge for LucasVarity of $21 million for costs
incurred for its proposed change of domicile
-- an after-tax loss of $10 million recognized upon the termination
of LucasVarity's interest rate swap portfolio
-- net after-tax gains of $206 million relating to the sale of
businesses during the year, including LucasVarity's heavy vehicle
braking business
-- after-tax charges of $36 million for restructuring related to
LucasVarity's automotive businesses for the closure of two plants
and severance costs, the loss associated with the termination of
a product line within the aerospace business and fourth quarter
restructuring costs relating to the merger of Lucas Industries
and Varity Corporation.
Unusual and/or one-time special items included in the historical
statements of operations for TRW and LucasVarity for the quarter ended March 31,
1999 are set forth below. Excluding these items, the pro forma adjusted earnings
from continuing operations and earnings per diluted share would have been $132
million and $1.07, respectively.
-- after-tax gains of $19 million from the issuance of stock by RF
Micro Devices, Inc., an affiliate of TRW, and $10 million from
TRW's concurrent sale of stock of the affiliate
-- an after-tax charge of $28 million for TRW's losses from a
commercial fixed price contract and a capped cost reimbursable
contract for the U.S. Army
-- a non-recurring after-tax loss of $33 million on foreign currency
hedges relating to the acquisition of LucasVarity
-- an after-tax charge of $8 million for the underwriting and
participation fees incurred to secure committed credit facilities
and the cost of the unutilized credit line in anticipation of
TRW's acquisition of LucasVarity
-- an after-tax charge of $7 million for severance costs relating to
the restructuring of TRW's automotive businesses
-- a cost of $85 million, with no income tax benefit, for the
valuation of in-process research and development associated with
TRW's acquisition of LucasVarity. The cost is eliminated as a
pro forma adjustment
-- an after-tax gain of $129 million principally related to the sale
of LucasVarity's heavy vehicle braking system business
-- an after-tax charge of $26 million for restructuring for the
automotive business of LucasVarity including the closure of two
plants and severance costs.
On May 17, 1999, TRW announced that it will divest its engine
businesses, which consist of TRW Engine Components and Lucas Diesel Systems
operations; TRW Nelson Stud Welding; and the LucasVarity Wiring companies. The
estimated net proceeds from these divestitures of $1.2 to $1.5 billion will be
applied to reduce debt incurred to finance the acquisition of LucasVarity. The
unaudited pro forma statements of operations for the year ended December 31,
1998 and the quarter ended March 31, 1999 included sales of $1,980 million and
$485 million, respectively, relating to the businesses to be sold. The results
of operations of the businesses to be divested will be reported in Earnings from
continuing operations up to the date of their disposition. TRW expects to
complete the divestitures of these businesses by year-end 1999.
19
<PAGE> 26
UNAUDITED BALANCE SHEET OF TRW AS OF MARCH 31, 1999
The following unaudited balance sheet of TRW includes the acquisition
of LucasVarity accounted for as a purchase. The March 31, 1999 unaudited balance
sheet of TRW includes the accounts of TRW and LucasVarity. The balance sheet
also reflects a preliminary purchase price allocation based upon the estimated
fair value of assets and liabilities as of the date of acquisition. A pro forma
balance sheet is not included as the unaudited balance sheet of TRW as of March
31, 1999 includes LucasVarity.
<TABLE>
<CAPTION>
ASSETS
TRW AS
REPORTED
-------------
(IN MILLIONS)
<S> <C>
Current assets
Cash and cash equivalents.............................................................................. $ 1,058
Accounts receivable.................................................................................... 2,826
Inventories............................................................................................ 1,123
Prepaid expenses....................................................................................... 275
Net assets of acquired businesses held for sale........................................................ 739
Deferred income taxes.................................................................................. 326
--------
Total current assets...................................................................................... 6,347
Property, plant, and equipment--on the basis of cost...................................................... 7,986
Less accumulated depreciation and amortization......................................................... 3,890
--------
Total property, plant and equipment--net.................................................................. 4,096
Intangible Assets
Intangibles arising from acquisitions.................................................................. 3,759
Other ................................................................................................. 780
--------
4,539
Less accumulated amortization.......................................................................... 150
--------
Total intangible assets--net.............................................................................. 4,389
Investments in affiliated companies....................................................................... 335
Other notes and accounts receivable....................................................................... 349
Prepaid pension cost...................................................................................... 2,198
Other assets.............................................................................................. 437
--------
$18,151
========
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current liabilities
Short-term debt........................................................................................ $ 1,837
Short-term payable for LucasVarity plc................................................................. 2,899
Accounts payable....................................................................................... 1,614
Current portion of long-term debt...................................................................... 677
Other current liabilities.............................................................................. 1,890
--------
Total current liabilities................................................................................. 8,917
Long-term liabilities..................................................................................... 1,764
Long-term payable for LucasVarity plc..................................................................... 3,359
Long-term debt............................................................................................ 1,663
Long-term deferred income taxes........................................................................... 590
Minority interests in subsidiaries........................................................................ 131
Shareholders' investment
Capital stock.......................................................................................... 75
Other capital.......................................................................................... 459
Retained earnings...................................................................................... 1,991
Treasury shares--cost in excess of par value........................................................... (625)
Accumulated other comprehensive (loss)................................................................. (173)
--------
Total shareholders' investment............................................................................ 1,727
--------
$18,151
========
</TABLE>
On May 17, 1999, TRW announced that it will divest its engine
businesses, which consist of TRW Engine Components and Lucas Diesel Systems
operations; TRW Nelson Stud Welding; and the LucasVarity Wiring companies. The
net operating assets of the LucasVarity businesses to be sold of $739 million as
of March 31, 1999 are included in the caption "Net assets of acquired businesses
held for sale." The net assets of the TRW businesses to be sold are
approximately $330 million and are reported in their respective balance sheet
accounts.
20
<PAGE> 27
PURCHASE PRICE ALLOCATION OF LUCASVARITY
The assets and liabilities of LucasVarity have been consolidated with
TRW based upon the fair value of assets and liabilities. The fair value of
employee benefit assets and liabilities were determined by a preliminary
actuarial valuation. A preliminary allocation of the cash purchase price of
$6,778 million is as follows:
<TABLE>
<CAPTION>
LUCASVARITY
AS OF MARCH 31, 1999
--------------------
(IN MILLIONS)
<S> <C>
Cash and cash equivalents.......................................................................... $ 774
Accounts receivable................................................................................ 888
Inventory.......................................................................................... 552
Net assets of businesses held for sale............................................................. 739
Other current assets............................................................................... 285
----------
Total current assets............................................................................... 3,238
Property, plant and equipment...................................................................... 1,531
Intangible assets.................................................................................. 413
Prepaid pension costs.............................................................................. 2,198
Other assets....................................................................................... 414
----------
Total assets....................................................................................... $ 7,794
==========
Accounts payable................................................................................... $ (686)
Other accruals..................................................................................... (798)
Debt............................................................................................... (938)
Long-term liabilities.............................................................................. (932)
Long-term deferred taxes........................................................................... (631)
----------
Total liabilities.................................................................................. $ (3,985)
==========
Minority Interests................................................................................. $ (39)
==========
Purchased in-process research and development...................................................... $ 85
==========
Excess of purchase price over fair value of net assets acquired.................................... $ 2,923
==========
</TABLE>
The purchase price allocation is preliminary and is subject to the
final appraisal and resolution of preacquisition contingencies and
restructuring.
21
<PAGE> 28
SELECTED FINANCIAL DATA
TRW INC.
The following summary historical consolidated financial information for
each of the five years in the period ended December 31, 1998, is derived from
TRW's consolidated financial statements. The consolidated financial statements
for each of the five years in the period ended December 31, 1998, have been
audited by Ernst & Young LLP, independent auditors. The summary historical
consolidated financial information for the three-month periods ended March 31,
1998 and 1999, is derived from unaudited consolidated condensed financial
statements which include all adjustments, consisting of normal recurring
accruals, that management considers necessary for a fair presentation of the
financial position and results of operations for these periods. The results of
operations for the three months ended March 31, 1999, are not necessarily
indicative of the results that may be expected for the entire year ending
December 31, 1999. The table should be read in conjunction with the consolidated
financial statements and notes thereto included in TRW's Annual Report on Form
10-K for the fiscal year ended December 31, 1998, and the consolidated condensed
financial statements and notes thereto included in TRW's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1999, incorporated into this
prospectus by reference.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
YEAR ENDED DECEMBER 31, (UNAUDITED)
------------------------------------------------- ---------------
1994 1995 1996 1997 1998 1998 1999
---- ---- ---- ---- ---- ---- ----
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Sales .................................... $8,491 $9,568 $9,857 $10,831 $11,886 $3,095 $ 3,097
Gross profit.............................. 1,555 1,711 1,481 2,005 2,171 520 479
Interest expense.......................... 105 95 84 75 114 38 43
Earnings from continuing operations
before income taxes..................... 436 625 302 240 746 204 7
Earnings (loss) from
continuing operations................... 277 395 182 (49) 477 129 (28)
Discontinued operations:
Earnings from operations................ 56 51 38 -- -- -- --
Gain on disposal........................ -- -- 260 -- -- -- --
Net earnings (loss)....................... 333 446 480 (49) 477 129 (28)
Diluted earnings (loss) per share--
continuing operations................... 2.09 2.94 1.37 (0.40) 3.83 1.03 (0.24)
Basic earnings (loss) per share--
continuing operations................... 2.14 3.02 1.41 (0.40) 3.93 1.05 (0.24)
BALANCE SHEET DATA:
Total assets.............................. 5,435 5,670 5,899 6,410 7,169 6,899 18,151
Short-term debt........................... 122 133 52 411 839 694 4,736 (a)
Long-term debt............................ 693 539 458 1,117 1,353 1,423 5,022 (a)
Long-term liabilities..................... 796 779 767 788 826 826 1,764
Retained earnings......................... 1,384 1,693 1,980 1,778 2,021 1,844 1,991
OTHER DATA:
Depreciation and amortization of
property, plant and equipment........... 382 415 443 476 520 125 128
EBITDA(b)................................. 932 1,144 838 805 1,426 377 192
Adjusted EBITDA(c)........................ 932 1,144 1,205 1,353 1,426 377 277
Capital expenditures--property,
plant and equipment .................... 488 466 500 549 544 119 98
Cash dividends declared per share
of common stock......................... 0.985 1.05 1.17 1.24 1.28 -- --
Shares used in computing per
share amounts:
Diluted................................. 132.9 134.4 132.8 123.7 124.4 126.2 120.1
Basic................................... 129.2 130.6 128.7 123.7 121.3 122.6 120.1
</TABLE>
(a) As of March 31, 1999, TRW had an unconditional obligation to pay
LucasVarity shareholders for shares then tendered within no more than
14 days from the later of March 25, 1999, the day the tender offer was
declared unconditional in all respects, or the date of valid
acceptance. $2,899 million of this obligation is reflected as a
Short-term payable for LucasVarity plc. The balance of $3,359 million
has been classified as a Long-term
22
<PAGE> 29
payable for LucasVarity plc based on TRW's intent and ability to
refinance this obligation on a long-term basis.
(b) EBITDA is earnings from continuing operations before income taxes plus
interest expense, depreciation, and amortization including other
intangibles.
(c) Adjusted EBITDA is earnings from continuing operations before income
taxes plus interest expense, depreciation, and amortization including
other intangibles, and excludes certain one-time charges as follows:
- The 1996 earnings from continuing operations before income taxes
of $302 million includes a charge of $385 million as a result of
actions taken in the automotive and space and defense businesses.
- The 1997 earnings from continuing operations before income taxes
of $240 million includes a $548 million earnings charge for
purchased in-process research and development related to the
acquisition of BDM International, Inc.
- The earnings from continuing operations before income taxes of $7
million for the three months ended March 31, 1999 includes an $85
million earnings charge for purchased in-process research and
development related to the acquisition of LucasVarity.
23
<PAGE> 30
LUCASVARITY PLC
The following summary historical consolidated financial information for
the following periods: the years ended January 31, 1999 and 1998, and the six
months ended January 31, 1997, which includes the results for LucasVarity and
Lucas Industries for six months and Varity for five months, and the year ended
July 31, 1996, which includes the results for LucasVarity for the two months
ended July 31, 1996, and Lucas Industries for the year ended July 31, 1996, is
reported in accordance with U.S. generally accepted accounting principles. The
table should be read in conjunction with the consolidated financial statements
and notes thereto included in TRW's Current Report on Form 8-K filed on March
26, 1999, as amended on May 17, 1999, incorporated into this prospectus by
reference. The consolidated financial statements for each of the two years in
the period ended January 31, 1999, have been audited by KPMG Audit Plc. The
consolidated financial statements of LucasVarity for the six month period ended
January 31, 1997, have been audited jointly by KPMG Audit Plc and Ernst & Young.
The consolidated financial statements of LucasVarity as of July 31, 1996, and
the year ended July 31, 1996, have been audited by Ernst & Young. The
consolidated balance sheet data has been translated using the noon buying rate
certified for customs purposes by the Federal Reserve Bank of New York as of
January 31, 1999 and 1998 for the applicable year. The consolidated income
statement data has been translated at the average rate for the year.
<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED ENDED YEAR ENDED JANUARY 31,
JULY 31, JANUARY 31, -------------------------------------------------
1996 1997 1998 1999
------------ ----------- --------------------- ---------------------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
(POUND) (POUND) (POUND) $ (POUND) $
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Sales .................................... 2,989 1,841 4,018 6,590 4,270 7,088
Gross profit(a)........................... 675 381 885 1,452 931 1,546
Interest expense.......................... 58 32 64 105 57 95
Income before income taxes, earnings
of associated companies, minority
interests and discontinued operations.. 220 (31) 243 399 536 890
Income before discontinued
operations............................. 110 (66) 148 243 333 553
Net income (loss)......................... 110 (51) 180 295 374 621
Diluted earnings per share--
Continuing operations.................. 12.3 (4.9) 10.3 0.17 23.3 0.38
Discontinued operations................ -- 1.1 2.2 0.04 2.9 0.05
----- ----- ----- ----- ----- -----
Total ................................. 12.3 (3.8) 12.5 0.21 26.2 0.43
BALANCE SHEET DATA:
Cash and cash equivalents................. 241 192 116 190 606 994
Total assets.............................. 2,620 4,430 4,509 7,395 4,545 7,453
Long-term debt............................ 392 322 315 517 334 548
Long-term liabilities..................... n/a 623 576 945 553 907
Total shareholders' equity................ 910 2,139 2,099 3,442 2,431 3,987
OTHER DATA:
Depreciation and amortization............. 102 104 177 290 192 319
EBITDA(b)................................. 380 105 484 794 785 1,304
Adjusted EBITDA(c)........................ 426 260 574 942 688 1,143
Capital expenditures...................... 131 112 232 380 274 455
Cash dividends declared per
share of common stock (pence).......... 11.9p -- 4.5p 4.75p
Ratio of earnings to fixed
charges(d)............................. 4.2x 0.2x 4.1x 9.1x
</TABLE>
n/a -- Financial data not available
(a) Gross profit is calculated as sales less cost of goods sold. It does
not include engineering and product development costs or restructuring
charges.
(b) EBITDA is income before income taxes, earnings of associated companies,
minorities' interests and discontinued operations plus interest
expense, depreciation, and amortization.
24
<PAGE> 31
(c) Adjusted EBITDA is income before income taxes, earnings of associated
companies, minorities' interests and discontinued operations plus
interest expense, depreciation, and amortization and excludes costs of
proposed change in domicile, net restructuring charges and the gain or
loss on the sale of businesses, investments and fixed assets.
(d) For purposes of this ratio, "earnings" is income before income taxes,
earnings of associated companies, minority interests, discontinued
operations and fixed charges. "Fixed charges" consist of interest
expense and one-third of hire of plant and equipment plus property
rentals which is representative of the interest factor.
25
<PAGE> 32
THE EXCHANGE OFFER
PURPOSE OF THE EXCHANGE OFFER
TRW entered into a registration rights agreement with Morgan Stanley &
Co. Incorporated, J.P. Morgan Securities Inc. and Salomon Smith Barney Inc., as
representatives of the initial purchasers of the outstanding debt issued in the
May Offering. At the closing of the sale of the Notes due 2001, TRW entered into
a registration rights agreement with Goldman, Sachs & Co., as representative of
the initial purchasers of the Notes due 2001. Under these registration rights
agreements, TRW agreed to file a registration statement regarding the exchange
of the outstanding debt for registered debt with terms identical in all material
respects. TRW also agreed to use its reasonable best efforts to cause that
registration statement to become effective with the SEC. A copy of each
registration rights agreement has been filed as an exhibit to the registration
statement of which this prospectus is a part.
TRW is conducting the exchange offer to satisfy its contractual
obligations under the registration rights agreements. The form and terms of the
registered debt are the same as the form and terms of the outstanding debt,
except that the registered debt will be registered under the Securities Act, and
the registered debt will not contain terms with respect to transfer
restrictions, registration rights or additional interest for failure to observe
certain obligations in the registration rights agreement. The exchange offer is
not extended to holders of outstanding debt in any jurisdiction where the
exchange offer does not comply with the securities or blue sky laws of that
jurisdiction.
TERMS OF THE EXCHANGE OFFER
TRW is offering to exchange up to $2.825 billion total principal amount
of registered debt for a like total principal amount of outstanding debt. The
outstanding debt must be tendered properly on or before the expiration date of
the exchange offer and not withdrawn. In exchange for outstanding debt properly
tendered and accepted, TRW will issue a like total principal amount of up to
$2.825 billion in registered debt.
The exchange offer is not conditioned upon holders tendering a minimum
principal amount of outstanding debt. As of the date of this prospectus, $2.825
billion total principal amount of outstanding debt is outstanding.
Holders of the outstanding debt do not have any appraisal or
dissenters' rights in the exchange offer. If holders do not tender outstanding
debt or tender outstanding debt that TRW does not accept, their outstanding debt
will remain outstanding. Any outstanding debt will be entitled to the benefits
of the indenture, but will not be entitled to any further registration rights
under the registration rights agreement, except under limited circumstances.
After the expiration date of the exchange offer, TRW will return to the
holder any tendered outstanding debt that TRW did not accept for exchange due
to, among other things, an invalid tender.
Holders exchanging outstanding debt will not have to pay brokerage
commissions or fees or, subject to the instructions in the letter of
transmittal, transfer taxes. TRW will pay the charges and expenses, other than
applicable taxes in the exchange offer.
Neither TRW nor TRW's Board of Directors recommends that you tender or
not tender your outstanding debt in the exchange offer. In addition, TRW has not
authorized anyone to make any recommendation about the exchange offer. You must
decide whether to tender your outstanding debt in the exchange offer and, if so,
the aggregate amount of the outstanding debt to tender.
26
<PAGE> 33
EXPIRATION DATES; EXTENSIONS; AMENDMENTS
As used in this prospectus, the "expiration date" of the exchange offer
is 5:00 p.m., New York City time, on ___________, 1999, unless TRW extends the
exchange offer to allow additional tenders of outstanding debt, in which case
the expiration date will be the latest date to which the exchange offer is
extended.
TRW has the right, in accordance with applicable law, at any time to:
- terminate the exchange offer if TRW determines that any of the
conditions to the exchange offer have not occurred or have not been
satisfied;
- extend the expiration date of the exchange offer and keep all
outstanding debt tendered other than outstanding debt properly
withdrawn; and/or
- waive any condition or amend the terms of the exchange offer.
If TRW exercises any of the rights listed above, it will promptly give
oral or written notice of the action to the exchange agent and will issue a
release to an appropriate news agency. In the case of an extension, an
announcement will be made no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled expiration date.
ACCEPTANCE FOR EXCHANGE AND ISSUANCE OF REGISTERED DEBT
TRW will issue registered debt to the exchange agent for outstanding
debt tendered and accepted, and not withdrawn, promptly on or after the
expiration date. The exchange agent may not deliver the registered debt to all
tendering holders at the same time. The timing of delivery depends upon when the
exchange agent receives and processes the required documents.
TRW will be deemed to have exchanged outstanding debt validly tendered
and not withdrawn when TRW gives oral or written notice to the exchange agent of
their acceptance. The exchange agent is an agent for TRW for purposes of
receiving tenders of outstanding debt, letters of transmittal and related
documents. The exchange agent also is an agent for tendering holders for
purposes of receiving outstanding debt, letters of transmittal and related
documents and transmitting registered debt to validly tendering holders. If for
any reason, TRW
- delays the acceptance or exchange of any outstanding debt,
- extends the exchange offer, or
- is unable to accept or exchange outstanding debt,
then any outstanding debt previously tendered will remain subject to the
exchange offer and may be accepted for exchange by TRW. Tendered outstanding
debt may be withdrawn only by following the withdrawal procedures outlined in
the section entitled "--Withdrawal Rights" below.
In tendering outstanding debt, you must warrant in the letter of
transmittal or in an "agent's message," as described below, that:
- you have full power and authority to tender, exchange, sell, assign
and transfer your outstanding debt;
- TRW will acquire good, marketable and unencumbered title to the
tendered outstanding debt, free and clear of all liens,
restrictions, charges and encumbrances; and
- the outstanding debt tendered for exchange is not subject to any
adverse claims or proxies.
27
<PAGE> 34
You also must warrant and agree that you will, upon request, execute
and deliver any additional documents requested by TRW or the exchange agent to
complete the exchange, sale, assignment, and transfer of the outstanding debt
and that you will comply with your obligations under the registration rights
agreement.
PROCEDURES FOR TENDERING OUTSTANDING DEBT
VALID TENDER
You may tender your outstanding debt by book-entry transfer or, if you
hold certificated securities, by other means, as described below. For book-entry
transfer, you must deliver to the exchange agent either (1) a completed and
signed letter of transmittal or (2) an "agent's message." An agent's message
means a message transmitted by DTC, received by the exchange agent and forming
part of a confirmation of a book-entry confirmation, that:
- DTC has received an express acknowledgment in its Automated Tender
Offer Program that it is tendering outstanding debt that is the
subject of the book-entry confirmations;
- the tendering participant has received and agrees to be bound by the
letter of transmittal, or, in the case of an agent's message related
to guaranteed delivery, that the participant has received and agrees
to be bound by the applicable notice of guaranteed delivery; and
- TRW may enforce the letter of transmittal against that participant.
You must deliver your letter of transmittal or the agent's message by
mail, facsimile, hand delivery or overnight courier to the exchange agent on or
before the expiration date. In addition, to complete a book-entry transfer, you
must also either (1) have DTC transfer the outstanding debt into the exchange
agent's account at DTC using the ATOP procedures for transfer, and obtain a
confirmation of the transfer, or (2) follow the guaranteed delivery procedures
described below under "--Guaranteed Delivery Procedures."
If you tender less than all of your outstanding debt, you should fill
in the principal amount of each series of outstanding debt tendered in the
appropriate box on the letter of transmittal. If you do not indicate the amount
tendered in the appropriate box, TRW will assume you are tendering all
outstanding debt that you hold.
For tendering your outstanding debt other than by book-entry transfer,
you must deliver a completed and signed letter of transmittal to the exchange
agent. You must deliver the letter of transmittal by mail, facsimile, hand
delivery or overnight courier to the exchange agent on or before the expiration
date. In addition, to complete a valid tender you must either (1) deliver your
outstanding debt to the exchange agent on or before the expiration date, or (2)
follow the guaranteed delivery procedures set forth below under "--Guaranteed
Delivery Procedures."
Delivery of required documents by whatever method you choose is at your
sole risk. Delivery is complete when the exchange agent actually receives the
items to be delivered. Delivery of documents to DTC in accordance with DTC's
procedures does not constitute delivery of the documents to the exchange agent.
If delivery is made by mail, then registered mail, return receipt requested,
properly insured, or an overnight delivery service is recommended. In all cases,
you should allow sufficient time to ensure delivery to the exchange agent before
the expiration date.
SIGNATURE GUARANTEES
You do not need to endorse certificates for the outstanding debt or
provide signature guarantees on the letter of transmittal, unless (1) someone
other than the registered holder tenders the certificate or (2) you complete the
box entitled "Special Issuance Instructions" or "Special Delivery Instructions"
in the
28
<PAGE> 35
letter of transmittal. In the case of (1) or (2) above, you must sign your
outstanding debt or provide a properly executed bond power, with the signature
on the bond power and on the letter of transmittal guaranteed by a firm or other
entity identified in Rule 17Ad-15 under the Exchange Act as an "eligible
guarantor institution."
An "eligible guarantor institution" includes: (1) a bank; (2) a broker,
dealer, municipal securities broker or dealer or government securities broker or
dealer; (3) a credit union; (4) a national securities exchange, registered
securities association or clearing agency; or (5) a savings association that is
a participant in a securities transfer association.
GUARANTEED DELIVERY PROCEDURES
If the certificates for the outstanding debt are not immediately
available or all required documents are unlikely to reach the exchange agent on
or before the expiration date, or if a book-entry transfer cannot be completed
in time, you may tender your outstanding debt if you comply with the following
guaranteed delivery procedures:
- you tender through an eligible guarantor institution;
- you deliver a properly completed and signed notice of guaranteed
delivery, like the form provided with the letter of transmittal, to
the exchange agent on or before the expiration date; and
- you deliver the certificates or a confirmation of book-entry
transfer and a properly completed and signed letter of transmittal
to the exchange agent within three New York Stock Exchange trading
days after the notice of guaranteed delivery is executed.
You may deliver the notice of guaranteed delivery by hand, facsimile or
mail to the exchange agent and you must include a guarantee by an eligible
guarantor institution in the form described in the notice.
TRW's acceptance of properly tendered outstanding debt is a binding
agreement between the tendering holder and TRW upon the terms and subject to the
conditions of the exchange offer.
DETERMINATION OF VALIDITY
TRW will resolve all questions regarding the form of documents,
validity, eligibility, including time of receipt, and acceptance for exchange of
any tendered outstanding debt. TRW's resolution of these questions and TRW's
interpretation of the terms and conditions of the exchange offer, including the
letter of transmittal, are final and binding on all parties. A tender of
outstanding debt is invalid until all irregularities have been cured or waived.
TRW, its affiliates or assigns, and the exchange agent are not under any
obligation to give notice of any irregularities in tenders and none of them will
be liable for failing to give any such notice. TRW reserves the absolute right,
in its sole and absolute discretion, to reject any tenders determined to be in
improper form or unlawful. TRW also reserves the absolute right to waive any of
the conditions of the exchange offer or any condition or irregularity in the
tender of outstanding debt by any holder. TRW need not waive similar conditions
or irregularities in the case of other holders.
If any letter of transmittal, endorsement, bond power, power of
attorney, or any other document required by the letter of transmittal is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
that person must indicate that capacity when signing. In addition, unless waived
by TRW, the person must submit proper evidence satisfactory to TRW, in its sole
discretion, of his or her authority to so act.
A beneficial owner of outstanding debt that is held by or registered in
the name of a broker, dealer, commercial bank, trust company or other nominee or
custodian should contact that entity promptly if the holder wants to participate
in the exchange offer.
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RESALES OF REGISTERED DEBT
TRW is exchanging the registered debt for outstanding debt based upon
the position of the SEC's staff, set forth in interpretive letters to third
parties in other similar transactions. TRW will not seek its own interpretive
letter. As a result, TRW cannot assure you that the SEC's staff will take the
same position on this exchange offer as it did in interpretive letters to other
parties. Based on the SEC staff's letters to other parties, TRW believes that
holders of registered debt, other than broker-dealers, can offer the registered
debt for resale, resell and otherwise transfer the registered debt without
delivering a prospectus to prospective purchasers, other than as described
below.
Any holder of outstanding debt who is an "affiliate" of TRW or who
intends to distribute registered debt, or any broker-dealer who purchased
outstanding debt from TRW for resale pursuant to Rule 144A or any other
available exemption under the Securities Act:
- cannot rely on the SEC staff's interpretations in the
above-mentioned interpretive letters;
- cannot tender outstanding debt in the exchange offer; and
- must comply with the registration and prospectus delivery
requirements of the Securities Act to transfer the outstanding debt,
unless the sale is exempt from those requirements.
If any broker-dealer acquired outstanding debt for its own account as a
result of market-making or other trading activities and exchanges the
outstanding debt for registered debt, the broker-dealer must deliver a
prospectus with any resales of the registered debt.
If you want to exchange your outstanding debt for registered debt, you
will be required to affirm that:
- you are not an "affiliate" of TRW, as defined in Rule 405 of the
Securities Act;
- you are acquiring the registered debt in the ordinary course of your
business;
- you have no arrangement or understanding with any person to
participate in a "distribution," within the meaning of the
Securities Act, of the registered debt; and
- if you are not a broker-dealer, you are not engaged in, and do not
intend to engage in, a "distribution," within the meaning of the
Securities Act, of the registered debt.
In addition, TRW may require you to provide information regarding the
number of "beneficial owners," within the meaning of Rule 13d-3 under the
Exchange Act, of the outstanding debt. Each broker-dealer that receives
registered debt for its own account must acknowledge that it acquired its
outstanding debt for its own account as the result of market-making activities
or other trading activities and must agree that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
the registered debt. By making this acknowledgment and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" under the Securities Act.
Based on the SEC staff's position in certain interpretive letters, TRW
believes that broker-dealers who acquired outstanding debt for their own
accounts as a result of market-making activities or other trading activities may
fulfill their prospectus delivery requirements with respect to the registered
debt with a prospectus meeting the requirements of the Securities Act.
Accordingly, a broker-dealer may use this prospectus to satisfy the
requirements. TRW has agreed that, for a period of 90 days after the expiration
date of the exchange offer, it will make this prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any such
resale. See "Plan of Distribution."
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<PAGE> 37
A broker-dealer intending to use this prospectus in the resale of
registered debt must notify TRW, on or prior to the expiration date, that it is
a participating broker-dealer. This notice may be given in the letter of
transmittal or may be delivered to the exchange agent. Any participating
broker-dealer that is an "affiliate" of TRW may not rely on the SEC staff's
interpretive letters and must comply with the registration and prospectus
delivery requirements of the Securities Act when reselling its registered debt.
WITHDRAWAL RIGHTS
You can withdraw tenders of outstanding debt at any time on or before
the expiration date of the exchange offer.
For a withdrawal to be effective, you must deliver a written or
facsimile transmission of a "notice of withdrawal" to the exchange agent on or
before the expiration date. The notice of withdrawal must specify
- the name of the person tendering the outstanding debt to be
withdrawn,
- the total principal amount of outstanding debt withdrawn, and
- the name of the registered holder of the outstanding debt if it is
different from the name of the person tendering the outstanding
debt.
If you delivered outstanding debt to the exchange agent, you must
submit the serial numbers of the outstanding debt to be withdrawn and the
signature on the notice of withdrawal must be guaranteed by an eligible
guarantor institution, except in the case of outstanding debt tendered for the
account of an eligible guarantor institution. If you tendered outstanding debt
as a book-entry transfer, the notice of withdrawal must specify the name and
number of the account at DTC to be credited with the withdrawal of outstanding
debt and you must deliver the notice of withdrawal to the exchange agent by
written, telegraphic, telex or facsimile transmission. You may not rescind
withdrawals of tender. Outstanding debt properly withdrawn may again be tendered
at any time on or before the expiration date.
TRW will determine all questions regarding the validity, form and
eligibility of withdrawal notices. TRW's determination will be final and binding
on all parties. None of TRW, any of its affiliates or assigns, the exchange
agent nor any other person is under any obligation to give notice of any
irregularities in any notice of withdrawal, nor will they be liable for failing
to give any such notice. Withdrawn outstanding debt will be returned to the
holder after withdrawal.
CONDITIONS TO THE EXCHANGE OFFER
If the exchange offer violates applicable law or any applicable
interpretation of the SEC's staff or a court or governmental agency has issued
an injunction, order or decree that would prohibit, prevent or otherwise
materially impair TRW's ability to proceed with the exchange offer, then TRW may
- terminate the exchange offer, whether or not any outstanding debt
has been accepted for exchange,
- waive any condition to the exchange offer, or
- amend the terms of the exchange offer in any respect.
TRW's failure at any time to exercise any of these rights will not waive those
rights, and each right will be deemed an ongoing right which may be asserted at
any time or from time to time.
If TRW consummates the exchange offer, it must accept all outstanding
debt validly tendered in accordance with the terms of the exchange offer.
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<PAGE> 38
EXCHANGE AGENT
TRW appointed The Chase Manhattan Bank as exchange agent for the
exchange offer. All executed letters of transmittal should be directed to the
exchange agent at the address set forth below. Holders should direct questions
and requests for assistance, requests for additional copies of this prospectus
or of the letter of transmittal and requests for notice of guaranteed delivery
to the exchange agent as follows:
Delivery To: The Chase Manhattan Bank
By Mail, Hand or Overnight Delivery: By Facsimile Transmission:
The Chase Manhattan Bank (For Eligible Institutions Only)
55 Water Street (212) 638-7375
Room 234, North Building
New York, New York 10041 Confirm by Telephone:
Attention: Carlos Esteves Carlos Esteves (212) 638-0828
For Information Call:
(212) 638-0828
IF YOU DELIVER LETTERS OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS
TO AN ADDRESS OR FACSIMILE NUMBER OTHER THAN THOSE LISTED ABOVE, YOUR TENDER IS
INVALID.
The Chase Manhattan Bank also serves as trustee under the Indenture.
FEES AND EXPENSES
TRW will pay the cash expenses incurred in connection with the exchange
offer, including the expenses of soliciting tenders. The expenses include fees
and expenses of the exchange agent and the trustee, accounting and legal fees
and printing costs, among others. The principal solicitation for tenders is
being made by mail. Additional solicitations, however, may be made by TRW's
officers and employees in person, by telegraph or telephone.
TRW has not retained any dealer-manager in connection with the exchange
offer and will not make any payments to brokers, dealers or other persons
soliciting acceptances of the exchange offer. TRW will pay the exchange agent,
however, reasonable and customary fees for its services and will reimburse the
exchange agent for its reasonable out-of-pocket expenses in connection with the
exchange offer.
TRW will pay the transfer taxes for the exchange of the outstanding
debt in the exchange offer. If, however, certificates for registered debt are
delivered to or issued in the name of a person other than the registered holder
of the tendered outstanding debt, or if a transfer tax is imposed for any reason
other than for the exchange of outstanding debt in the exchange offer, then the
tendering holder will pay the transfer taxes. If a tendering holder does not
submit satisfactory evidence of payment of taxes or exemption from taxes with
the letter of transmittal, the taxes will be billed directly to the tendering
holder.
ACCOUNTING TREATMENT
The registered debt will be recorded at the same carrying value as the
outstanding debt. Accordingly, TRW will not recognize any gain or loss for
accounting purposes. TRW intends to amortize the expenses of the exchange offer
and issuance of the outstanding debt over the respective terms of each series of
the registered debt.
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DESCRIPTION OF THE REGISTERED DEBT
The outstanding debt was, and the registered debt will be, issued as
separate series under an indenture dated as of May 1, 1986, as supplemented and
amended by the First Supplemental Indenture dated as of August 24, 1989, the
Second Supplemental Indenture dated as of June 2, 1999, the Third Supplemental
Indenture dated as of June 2, 1999, the Fourth Supplemental Indenture dated as
of June 2, 1999, the Fifth Supplemental Indenture dated as of June 2, 1999, and
the Sixth Supplemental Indenture dated as of June 23, 1999 (as so supplemented
and amended, the "Indenture"), between TRW and The Chase Manhattan Bank, as
successor trustee to Mellon Bank, N.A. Except as set forth below, the provisions
of the Indenture apply to all of the outstanding debt and all of the registered
debt.
The following description is a summary of the material provisions of
the Indenture with respect to the registered debt. It does not restate the
Indenture in its entirety. A copy of the Indenture has been filed as an exhibit
to the registration statement of which this prospectus is a part. The terms of
the registered debt are the same as the terms of the outstanding debt, except
that (1) TRW registered the registered debt under the Securities Act, and,
unlike the outstanding debt, its transfer is not restricted and (2) holders of
the registered debt are not entitled to certain rights under the registration
rights agreement. We urge you to read the Indenture because it, and not this
description, defines your rights as holders of the registered debt. In this
description, references to "TRW" mean TRW Inc., alone and not together with any
of its subsidiaries.
BASIC TERMS
The registered debt will have the following terms:
<TABLE>
<CAPTION>
Principal Interest
Amount Rate Maturity Date
------------ -------- -------------
<S> <C> <C> <C>
Exchange Notes due 2001 $425,000,000 6.45% June 15, 2001
Exchange Notes Due 2002 $400,000,000 6 1/2% June 1, 2002
Exchange Notes Due 2004 $700,000,000 6 5/8% June 1, 2004
Exchange Notes Due 2009 $750,000,000 7 1/8% June 1, 2009
Exchange Debentures Due 2029 $550,000,000 7 3/4% June 1, 2029
</TABLE>
At maturity, each series of registered debt will be repaid at par.
Except for the Notes due 2001, each series of the outstanding debt is listed on
the Luxembourg Stock Exchange. Application has been made to list each series of
the registered debt, other than the Exchange Notes due 2001, on the Luxembourg
Stock Exchange.
Each series of the registered debt will be senior indebtedness of TRW,
ranking on a parity with all other unsecured senior indebtedness of TRW.
The registered debt will bear interest from its date of issuance.
Interest is payable semiannually on June 1 and December 1 of each year
commencing on December 1, 1999, at the rates set forth above, except for the
Exchange Notes due 2001. Interest on the Exchange Notes due 2001 is payable on
June 15 and December 15 of each year, commencing on December 15, 1999, at the
rate of 6.45% per annum. The holders of outstanding debt that is accepted for
exchange will receive, in cash, accrued interest on the outstanding debt to, but
not including, the issuance date of the registered debt. That interest will be
paid with the first interest payment on the registered debt. Consequently,
holders who exchange their outstanding debt for registered debt will receive the
same interest payment on December 1, 1999, or December 15, 1999 with respect to
the Exchange Notes due 2001, which is the first interest payment date with
respect to the outstanding debt, that they would have received had they not
accepted the exchange offer. Interest on the outstanding debt accepted for
exchange will cease to accrue upon issuance of the registered debt.
Interest on the registered debt will be payable in United States
dollars at the office or agency of the trustee in the Borough of Manhattan, the
City of New York, New York, or at TRW's option in the event the
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registered debt is not represented by global securities, by check mailed to the
address of the registered holder at the close of business on the May 15 or
November 15, or May 31 or November 30 in the case of the Exchange Notes due
2001, preceding the interest payment date. Interest will be calculated on the
basis of a 360-day year consisting of twelve 30-day months. Payment of the
principal on definitive registered securities, if any are issued, will be
payable against remittance of a definitive registered security at the office of
Bankers Trust Luxembourg, or the office of such other person located in
Luxembourg and reasonably acceptable to the trustee appointed as additional
paying and transfer agent.
Any definitive registered securities will be issued in fully registered
form in denominations of $1,000 principal amount and integral multiples thereof.
OPTIONAL REDEMPTION
The Exchange Notes due 2001 are not redeemable prior to maturity.
The Exchange Notes Due 2002 are not redeemable prior to maturity except
for tax reasons as described under "--Redemption for Tax Reasons."
The Exchange Notes Due 2004, the Exchange Notes Due 2009 and the
Exchange Debentures Due 2029 are redeemable as a whole at any time or in part
from time to time, at the option of TRW, at a redemption price equal to the
greater of (1) 100% of the principal amount of the notes to be redeemed and (2)
the sum of the present values of the remaining scheduled payments of principal
and interest thereon from the redemption date to the applicable maturity date,
exclusive of any accrued interest, discounted, in each case, to the redemption
date on a semiannual basis, assuming a 360-day year consisting of twelve 30-day
months, at the Treasury Rate plus (a) 15 basis points in the case of the
Exchange Notes Due 2004, (b) 20 basis points in the case of the Exchange Notes
Due 2009 and (c) 25 basis points in the case of the Exchange Debentures Due
2029, plus, in each case, any interest accrued but not paid to the date of
redemption.
"Treasury Rate" means, with respect to any redemption date for the
Exchange Notes Due 2004, the Exchange Notes Due 2009 or the Exchange Debentures
Due 2029, as the case may be, (i) the yield, under the heading which represents
the average for the immediately preceding week, appearing in the most recently
published statistical release designated "H.15(519)" or any successor
publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption "Treasury
Constant Maturities," for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the maturity date
for the Exchange Notes Due 2004, the Exchange Notes Due 2009 or the Exchange
Debentures Due 2029, as the case may be, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue shall be determined
and the Treasury Rate shall be interpolated or extrapolated from such yields on
a straight line basis, rounding to the nearest month) or (ii) if that release,
or any successor release, is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue, expressed as a
percentage of its principal amount, equal to the Comparable Treasury Price for
that redemption date. The Treasury Rate shall be calculated on the third
business day preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Exchange Notes Due 2004, the Exchange Notes Due 2009
or the Exchange Debentures Due 2029, as the case may be, to be redeemed that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Securities. "Independent
Investment Banker" means one of the Reference Treasury Dealers appointed by the
trustee after consultation with TRW.
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<PAGE> 41
"Comparable Treasury Price" means with respect to any redemption date
for the Exchange Notes Due 2004, the Exchange Notes Due 2009 or the Exchange
Debentures Due 2029, as the case may be, (i) the average of four Reference
Treasury Dealer Quotations for that redemption date, after excluding the highest
and lowest such Reference Treasury Dealer Quotations, or (ii) if the trustee
obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such quotations.
"Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated, J.P. Morgan & Co. Incorporated, Salomon Smith Barney Inc., and one
other primary U.S. Government securities dealer in New York City (each, a
"Primary Treasury Dealer") appointed by the trustee in consultation with TRW;
provided, however, that if any of the foregoing shall cease to be a Primary
Treasury Dealer, TRW shall substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by that Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding that redemption date.
Notice of any redemption will be mailed at least 30 days but no more
than 60 days before the redemption date to each holder of the registered debt to
be redeemed. In addition, so long as any of outstanding debt or registered debt
is listed on the Luxembourg Stock Exchange and the rules of that exchange
require, notice of any redemption will be published in a newspaper having a
general circulation in Luxembourg, which is expected to be the Luxemburger Wort.
On and after the redemption date interest will cease to accrue on the
registered debt or portions thereof called for redemption, unless TRW defaults
in payment of the redemption price.
PAYMENT OF ADDITIONAL AMOUNTS
TRW will, subject to the exceptions and limitations set forth below,
pay as additional interest on the registered debt, other than the Exchange Notes
due 2001, such additional amounts as are necessary in order that the net payment
by TRW or a paying agent of the principal of and interest on the registered debt
to a Foreign Holder, as defined in the section "United States Federal Income Tax
Consequences," after deduction or withholding for any present or future tax,
assessment or governmental charge of the United States or a political
subdivision or taxing authority thereof or therein, imposed by withholding with
respect to the payment, will not be less than the amount provided in the
registered debt to be then due and payable. The foregoing obligation to pay
additional amounts shall not apply:
(1) to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the Foreign Holder, or a
fiduciary, settlor, beneficiary, member or shareholder of the
Foreign Holder if the Foreign Holder is an estate, trust,
partnership or corporation, or a person holding a power over
an estate or trust administered by a fiduciary holder,
considered as:
(a) being or having been present or engaged in a trade or
business in the United States or having or having had
a permanent establishment in the United States;
(b) having a current or former relationship with the
United States, including a relationship as a citizen
or resident thereof;
(c) being or having been a foreign or domestic personal
holding company, a passive foreign investment company
or a controlled foreign corporation with respect to
the United States or a corporation that has
accumulated earnings to avoid United States Federal
income tax; or
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<PAGE> 42
(d) being or having been a "10-percent shareholder" of
TRW as defined in Section 871(h)(3) of the United
States Internal Revenue Code of 1986, as amended,
(the "Code") or any successor provision;
(2) to any Foreign Holder that is not the sole beneficial owner of
the registered debt, or a portion thereof, or that is a
fiduciary or partnership, but only to the extent that a
beneficiary or settlor with respect to the fiduciary or a
beneficial owner or member of the partnership would not have
been entitled to the payment of an additional amount had the
beneficiary, settlor, beneficial owner or member received
directly its beneficial or distributive share of the payment;
(3) to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the failure of the Foreign Holder
or any other person to comply with certification,
identification or information reporting requirements
concerning the nationality, residence, identity or connection
with the United States of the Foreign Holder or beneficial
owner of such registered debt, if compliance is required by
statute, by regulation of the United States Treasury
Department or by an applicable income tax treaty to which the
United States is a party as a precondition to exemption from,
or reduction of, such tax, assessment or other governmental
charge;
(4) to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by TRW or a paying agent from
the payment;
(5) to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes
effective more than 15 days after the payment becomes due or
is duly provided for, whichever occurs later;
(6) to an estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or a similar tax, assessment
or governmental charge;
(7) to any tax, assessment or other governmental charge required
to be withheld by any paying agent from any payment of
principal of or interest on any registered debt, if such
payment can be made without such withholding by any other
paying agent; or
(8) in the case of any combination of items "(1)" through "(7)."
The registered debt is subject in all cases to any tax, fiscal or other
law or regulation or administrative or judicial interpretation applicable
thereto. Except as specifically provided under this heading, "Payment of
Additional Amounts," TRW shall not be required to make any payment with respect
to any tax, assessment or governmental charge imposed by any government or a
political subdivision or taxing authority thereof or therein (Section 4.09 of
the Indenture).
REDEMPTION FOR TAX REASONS
If
(1) as a result of any change in, or amendment to, the laws, or
any regulations or rulings promulgated thereunder, of the
United States or any political subdivision or taxing authority
thereof or therein, or any change in, or amendments to, the
official position regarding the application or interpretation
of such laws, regulations or rulings, which change or
amendment is announced or becomes effective on or after May
26, 1999, TRW becomes or will become obligated to pay
additional amounts on the registered debt, other than the
Exchange Notes due 2001, as described herein under the heading
"--Payment of Additional Amounts" or
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<PAGE> 43
(2) any act is taken by a taxing authority of the United States on
or after May 26, 1999, whether or not such act is taken with
respect to TRW or any affiliate, that results in a substantial
probability that TRW will or may be required to pay such
additional amounts,
then TRW may, at its option, redeem, as a whole, but not in part, the registered
debt on not less than 30 nor more than 60 days' prior notice, at a redemption
price equal to 100% of their principal amount, together with interest accrued
but unpaid thereon to the date fixed for redemption; provided that TRW
determines, in its business judgment, that the obligation to pay such additional
amounts cannot be avoided by the use of reasonable measures available to it, not
including substitution of the obligor under the registered debt. No redemption
pursuant to (2) above may be made unless TRW shall have received an opinion of
independent counsel to the effect that an act taken by a taxing authority of the
United States results in a substantial probability that it will or may be
required to pay the additional amounts described herein under the heading
"--Payment of Additional Amounts" and TRW shall have delivered to the Trustee a
certificate, signed by a duly authorized officer, stating that based on such
opinion, TRW is entitled to redeem the registered debt pursuant to its terms
(Section 4.10 of the Indenture).
CERTAIN DEFINITIONS
The following are some of the terms defined in the Indenture:
"Attributable Debt" means, as to any particular lease under which any
Person is liable at the time and at any date as of which the amount thereof is
to be determined, the lesser of:
(1) the fair value of the property subject to that lease, as
determined by the Board of Directors of TRW; or
(2) the total net amount of rent required to be paid by that
Person under that lease during the remaining term thereof,
discounted from the respective due dates thereof to that date
at the actual interest factor included in that rent. The net
amount of rent required to be paid under any such lease for
any such period shall be the aggregate amount of the rent
payable by the lessee with respect to that period after
excluding amounts required to be paid on account of
maintenance and repairs, insurance, taxes, assessments, water
rates and similar charges.
In the case of any lease which is terminable by the lessee upon the payment of a
penalty, that net amount shall also include the amount of that penalty, but no
rent shall be considered as required to be paid under that lease subsequent to
the first date upon which it may be so terminated.
"Board of Directors" or "Board," when used with reference to TRW, shall
mean the Board of Directors of TRW, or the Executive Committee of the Board or
any other committee of the Board to the extent that the powers of the Board have
lawfully been delegated.
"Consolidated Funded Debt" means the Funded Debt of TRW and its
Consolidated Subsidiaries consolidated in accordance with generally accepted
accounting principles.
"Consolidated Net Tangible Assets" means the total of all assets of TRW
and its Consolidated Subsidiaries appearing on a consolidated balance sheet
prepared in accordance with generally accepted accounting principles, including
the equity in and the net amount of advances to other Subsidiaries, after
deducting therefrom, without duplication of deductions, as shown on such balance
sheet, the sum of:
(1) intangible assets, including goodwill, cost of acquired
businesses in excess of recorded net assets at acquisition
dates, patents, licenses, trademarks, trade names, copyrights,
unamortized debt discount and expense less unamortized debt
premium, and corporate organization expense, but excluding
deferred charges and prepaid expense;
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(2) any write-up of the book value of any assets, other than
equity in Subsidiaries which are not Consolidated Subsidiaries
and other than as a result of currency revaluations, resulting
from the revaluation thereof subsequent to March 31, 1986;
(3) all liabilities of TRW and its Consolidated Subsidiaries other
than: Funded Debt; capital stock; surplus; surplus reserves;
reserves for deferred Federal income taxes arising from
accelerated depreciation, investment and other tax credits,
and similar provisions; and contingency reserves not allocated
for any particular purpose;
(4) reserves for depreciation and amortization and other reserves,
other than the reserves referred to in the preceding clause
(3); and
(5) any minority interest in the shares of stock and surplus of
any Consolidated Subsidiary.
"Consolidated Subsidiary" means each Subsidiary other than:
(1) any Subsidiary the accounts of which (a) are not required by
generally accepted accounting principles to be consolidated
with those of TRW for financial reporting purposes and (b)
were not consolidated with those of TRW in TRW's then most
recent annual report to shareholders and are not intended by
TRW to be consolidated with those of TRW in its next annual
report to shareholders; or
(2) any Subsidiary the primary business of which consists of
financing the sale or lease of merchandise, equipment or
services by TRW or any Subsidiary or owning, leasing, dealing
in or developing real property, or providing services directly
related thereto, or which is otherwise primarily engaged in
the business of a finance or real estate company.
"Domestic Subsidiary" means each Consolidated Subsidiary other than:
(1) any Consolidated Subsidiary which the Board of Directors
reasonably determines not to be material to the business or
financial condition of TRW;
(2) any Consolidated Subsidiary the major portion of the assets of
which are located, or the major portion of the business of
which is carried on, outside the United States of America, its
territories and possessions;
(3) any Consolidated Subsidiary which, during the 12 most recent
calendar months, or such shorter period as shall have elapsed
since its organization, derived the major portion of its gross
revenues from sources outside the United States of America;
(4) any Consolidated Subsidiary the major portion of the assets of
which consists of securities or obligations, or both, of one
or more corporations, whether or not Consolidated
Subsidiaries, of the types described in the preceding clauses
(2) and (3); and
(5) any Consolidated Subsidiary organized after March 31, 1986,
which TRW intends shall be operated in such manner as to come
within one or more of the preceding clauses (2), (3) and (4).
"Exempted Indebtedness" means, as of any particular time, the sum of:
(1) the aggregate principal amount of all then outstanding
indebtedness for borrowed money of TRW and its Domestic
Subsidiaries incurred after May 1, 1986, and secured by any
mortgage, security interest, pledge or lien other than those
permitted under any of clauses (1) through (5) under the
heading "--Covenants--Limitation on Liens" below; and
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(2) all Attributable Debt pursuant to Sale and Leaseback
Transactions incurred by TRW and its Domestic Subsidiaries
after May 1, 1986, at that time outstanding other than that
which is not prohibited by or is permitted pursuant to clause
(1) or (2) under the heading "--Covenants--Limitation on Sale
and Leaseback" below.
"Funded Debt" means all indebtedness for money borrowed having a
maturity of more than 12 months from the date that indebtedness was incurred or
having a maturity of 12 months or less but by its terms being renewable or
extendable beyond 12 months from the date that indebtedness was incurred at the
option of the borrower.
"Officers' Certificate" means a certificate signed by the Chairman of
the Board or Vice Chairman of the Board or the President or any Vice President
and by the Treasurer or the Secretary or any Assistant Treasurer or any
Assistant Secretary or the Controller of TRW. Except as otherwise provided in
the Indenture, each such certificate shall include the statements in Section
15.05 of the Indenture, if and to the extent required by the provisions thereof.
"Person" means any individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated organization, joint venture,
government or any agency or political subdivision thereof or other entity.
"Principal Property" means any single manufacturing plant, engineering
facility or research facility owned or leased by TRW or a Domestic Subsidiary
other than any such plant or facility or portion thereof which the Board of
Directors reasonably determines not to be of material importance to TRW and its
Subsidiaries taken as a whole.
"Securities" means any Securities authenticated and delivered under the
Indenture, including the outstanding debt and the registered debt.
"Subsidiary" means each corporation of which TRW, or TRW and one or
more Subsidiaries, or any one or more Subsidiaries, directly or indirectly owns
securities entitling the holders thereof to elect a majority of the directors,
either at all times or so long as there is no default or contingency which
permits the holders of any other class or classes of securities to vote for the
election of one or more directors. As used in this definition, the term
"corporation" includes comparable types of business organizations authorized
under the laws of foreign countries and the term "directors" includes the
members of the governing bodies of those business organizations.
"Wholly Owned Domestic Subsidiary" means each Domestic Subsidiary all
the outstanding shares of which, other than directors' qualifying shares, shall
at the time be owned by TRW, or by TRW and one or more Wholly Owned Domestic
Subsidiaries, or by one or more Wholly Owned Domestic Subsidiaries.
COVENANTS
TRW is subject to certain covenants under the Indenture with respect to
the registered debt.
LIMITATION ON LIENS
So long as any of the Securities remain outstanding, TRW will not, and
will not cause or permit any Domestic Subsidiary to, directly or indirectly,
create or assume any mortgage, encumbrance, lien, pledge, charge or security
interest of any kind ("mortgage" or "lien") upon or in any of its interests in
any Principal Property or upon or in any shares of capital stock or indebtedness
of any Domestic Subsidiary, whether that interest, capital stock or indebtedness
is now owned or hereafter acquired, if that mortgage secures or is intended to
secure, directly or indirectly, the payment of any indebtedness for borrowed
money evidenced by notes, bonds, debentures or other similar evidences of
indebtedness ("Debt") without making effective provision, and TRW in that case
will make or cause to be made effective provision, whereby all of the Securities
shall be secured by that mortgage equally and ratably with any other Debt
thereby secured. This restriction does not apply to:
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(1) mortgages on any Principal Property acquired, constructed or
improved by TRW or any Domestic Subsidiary after the date of
the Indenture which are created or assumed contemporaneously
with, or within 120 days after, that acquisition or completion
of that construction or improvement to secure or provide for
payment of any part of the purchase price of that Principal
Property or the cost of that construction or improvement
incurred after May 1, 1986, or, in addition to mortgages
contemplated by clauses (2) and (3) below, mortgages on any
such Principal Property existing at the time or placed thereon
at the time of acquisition or leasing thereof by TRW or any
Domestic Subsidiary, or conditional sales agreements or other
title retention agreements with respect to any Principal
Property now owned or leased or hereafter acquired or leased
by TRW or a Domestic Subsidiary;
(2) mortgages on property, including shares of capital stock or
indebtedness of a corporation, of a corporation existing at
the time that corporation becomes a Domestic Subsidiary or is
merged or consolidated with TRW or a Domestic Subsidiary or
existing at the time of a sale, lease or other disposition of
the properties of that corporation, or a division thereof, or
other Person as an entirety or substantially as an entirety,
which includes the sale, lease or other disposition of all or
substantially all the assets thereof, to TRW or a Domestic
Subsidiary, provided that no such mortgage shall extend to any
other Principal Property of TRW or any Domestic Subsidiary or
to any shares of capital stock or any indebtedness of any
Domestic Subsidiary;
(3) mortgages created by TRW or a Domestic Subsidiary to secure
indebtedness of TRW or a Domestic Subsidiary to TRW or to a
Wholly Owned Domestic Subsidiary;
(4) mortgages in favor of the United States of America or any
state, territory or possession thereof, or any foreign
country, or any department, agency, instrumentality or
political subdivision of any of such domestic or foreign
jurisdictions, to secure partial, progress, advance or other
payments pursuant to any contract or statute or to secure any
debt incurred for the purpose of financing all or part of the
purchase price of, or the cost of constructing, the property
subject to such mortgages; and
(5) mortgages for the sole purpose of extending, renewing or
replacing, or successively extending, renewing or replacing,
in whole or in part any mortgage existing on the date hereof
or referred to in the foregoing clauses (1) to (4) inclusive
or of any debt secured thereby; provided, however, that the
principal amount of indebtedness secured thereby shall not
exceed the principal amount of indebtedness so secured at the
time of that extension, renewal or replacement, and that
extension, renewal or replacement mortgage shall be limited to
all or a part of the property which secured the mortgage so
extended, renewed or replaced, plus improvements on that
property (Section 5.05 of the Indenture).
Notwithstanding the foregoing provisions, TRW or any Domestic
Subsidiary may, without equally and ratably securing all the Securities of each
series, create or assume mortgages which would otherwise be subject to the
foregoing restrictions if at the time of such creation or assumption, and after
giving effect thereto, Exempted Indebtedness does not exceed 15% of Consolidated
Net Tangible Assets determined as of the date not more than 90 days prior
thereto.
LIMITATION ON SALE AND LEASEBACK
TRW will not, and it will not permit any Domestic Subsidiary to sell,
lease or transfer any Principal Property owned by TRW or a Domestic Subsidiary
as an entirety, or any substantial portion thereof, to anyone other than a
Wholly Owned Domestic Subsidiary, or TRW or a Wholly Owned Domestic Subsidiary
in the case of a Domestic Subsidiary, with the intention of taking back a lease
of that property (a "Sale and Leaseback Transaction") except a lease for a
period of not more than 36 months by the end of which it is intended that the
use of that property by the lessee will be discontinued; provided that,
notwithstanding the foregoing, TRW or any Domestic Subsidiary may sell any such
property and lease it back if the net
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proceeds of that sale are at least equal to its fair value, as determined by
resolution adopted by the Board of Directors of TRW, of that property, and:
(1) TRW or such Domestic Subsidiary would be entitled, pursuant to
clauses (1) through (5) of the foregoing Limitation on Liens
covenant, to create Debt secured by a mortgage on the
Principal Property to be leased in an amount equal to the
Attributable Debt with respect to that Sale and Leaseback
Transaction without equally and ratably securing all the
Securities of each series, or
(2) if that sale or transfer does not come within the exception
provided by the preceding clause, the net proceeds of that
sale shall, and in any such case TRW covenants that they will,
within 120 days after that sale, be applied, to the greatest
extent possible, either
(a) to the redemption of Securities subject to and in
accordance with the provisions of the Indenture and
at the then applicable Redemption Price or to the
acquisition and delivery to the trustee for
cancellation of Securities, that acquisition to be at
a price not exceeding the principal amount thereof
plus accrued and unpaid interest and brokerage fees,
or
(b) to the retirement of other Consolidated Funded Debt
of TRW ranking at least on a parity with the
Securities of each series, or in part to one or more
of such alternatives and in part to another;
provided that, in lieu of applying all or any part of that net
proceeds to that redemption, TRW may, within 90 days after
that sale, deliver to the trustee for cancellation, or receive
credit for theretofore delivered and cancelled, Securities
previously authenticated and delivered by the trustee and not
theretofore tendered for mandatory sinking fund purposes or
called for the mandatory sinking fund and with respect to
which credit under this Limitation on Sale and Leaseback
section had not theretofore been received, and an Officers'
Certificate stating that TRW elects to deliver such Securities
in lieu of redeeming Securities as provided above shall so
deliver Securities to the trustee, or receive credit for
Securities so delivered, the amount of cash which TRW shall be
required to apply to the redemption of Securities under this
Limitation on Sale and Leaseback section shall be reduced by
an amount equal to the aggregate principal amount of such
Securities.
Notwithstanding the foregoing provisions, TRW or any Domestic
Subsidiary may enter into Sale and Leaseback Transactions if, at the time of
such entering into, and after giving effect thereto, Exempted Indebtedness does
not exceed 15% of Consolidated Net Tangible Assets determined as of a date not
more than 90 days prior thereto (Section 5.06 of the Indenture).
LEVERAGED TRANSACTIONS
Other than the restrictions on liens and sale and leaseback
transactions described above, the Indenture does not contain and the registered
debt will not contain any covenants or other provisions designed to afford
holders of the Securities protection in the event of a highly leveraged
transaction involving TRW.
EVENTS OF DEFAULT
The Indenture defines an Event of Default with respect to any series of
Securities as being any one of the following events, unless it is inapplicable,
and such other events as may be established for the Securities of a particular
series:
(1) failure of TRW for 60 days to pay interest on any Security of
that series;
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(2) failure of TRW to pay principal or premium, if any, when due
with respect to any Securities of that series;
(3) failure of TRW for 10 days to satisfy any sinking fund
obligation with respect to any Securities of that series;
(4) failure of TRW for 75 days after appropriate notice to perform
any other covenant or agreement in the Indenture applicable to
that series; or
(5) certain events of bankruptcy, insolvency or reorganization.
No Event of Default with respect to a particular series of Securities
necessarily constitutes an Event of Default with respect to any other series of
Securities. In case an Event of Default shall occur and be continuing with
respect to any series of Securities, the trustee or the holders of not less than
25% in aggregate principal amount of the Securities of that series then
outstanding may declare the principal of that series, or a portion of the
principal amount in the case of certain discounted Securities, to be due and
payable (Section 7.01 of the Indenture). Any Event of Default with respect to a
particular series of Securities, except in each case a failure with respect to
that Security to pay principal, premium, if any, or interest, if any, or any
sinking fund installment, if any, may be waived by the holders of a majority in
aggregate principal amount of the outstanding Security of that series (Section
7.06 of the Indenture).
The Indenture requires TRW to file annually with the trustee an
Officers' Certificate as to the existence of defaults in performance of certain
covenants in the Indenture (Section 5.08 of the Indenture). The Indenture
provides that the trustee may withhold notice to the holders of the Securities
of a particular series of any default, except in payment of principal, premium,
if any, or interest, if any, or in the making of any sinking fund payment, if
any, with respect to that series of Securities if the trustee determines in good
faith that the withholding of notice is in the interest of the holders of those
Securities (Section 7.07 of the Indenture).
The holders of a majority in aggregate principal amount of all
outstanding Securities will have the right, subject to certain limitations, to
direct the time, method and place of conducting any proceeding for any remedy
available to the trustee or exercising any trust or power conferred on the
trustee (Section 7.06 of the Indenture). The Indenture provides that in case an
Event of Default shall occur which shall not have been cured or waived, the
trustee will be required to exercise such of its rights and powers under the
Indenture and to use the degree of care and skill in their exercise that a
prudent man would exercise or use in the conduct of his own affairs (Section
8.01 of the Indenture). Subject to this requirement, the trustee will be under
no obligation to exercise any of its rights or powers under the Indenture at the
request of any of the holders of the Securities of any series, unless they shall
have offered to the trustee reasonable security or indemnity (Section 8.02 of
the Indenture).
CONSOLIDATION, MERGER, SALE OR CONVEYANCE
The Indenture provides that TRW may consolidate with, or sell or convey
all or substantially all of its assets to, or merge into, any other entity, if:
(1) the corporation formed by that consolidation or into which TRW
is merged, or the entity which acquired all or substantially
all of TRW's assets shall be organized and existing under the
laws of the United States of America or any state thereof and
such entity expressly assumes the due and punctual payment of
the principal of, and premium, if any, and interest on the
Securities according to their tenor and the due and punctual
performance and observance of all of the covenants and
conditions of the Indenture to be performed, observed or
satisfied by TRW; and
(2) immediately after that merger or consolidation, or that sale
or conveyance, no Event of Default shall have occurred or be
continuing and such entity shall not immediately thereafter
have outstanding any secured indebtedness not permitted by
Section 5.05 of the
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Indenture (see "--Covenants--Limitation on Liens") unless that
entity secures the Securities in accordance with Section 12.03
of the Indenture (Section 12.01 of the Indenture).
DEFEASANCE
The Indenture provides that TRW, at its option, either:
(1) will be discharged from any and all obligations with respect
to any series of Securities, except for certain obligations to
register the transfer or exchange of the Securities, replace
stolen, lost or mutilated Securities, maintain paying agencies
and hold moneys for payment in trust, or
(2) need not comply with certain restrictive covenants of the
Indenture as described under "--Covenants--Limitation on
Liens" and "--Limitation on Sale and Leaseback" with respect
to any series of Securities,
upon the deposit with the trustee or, in the case of a discharge of obligations,
91 days after that deposit, in trust, of money or the equivalent in securities
of the government that issued the currency in which the Securities are
denominated or government agencies backed by the full faith and credit of that
government, or a combination thereof, which through the payment of interest
thereon and principal thereof in accordance with their terms will provide money
in an amount sufficient to pay all the principal, including any mandatory
sinking fund payments, of, and interest on, and any repurchase obligations with
respect to, that series of Securities on the dates such payments are due in
accordance with the terms of the Securities.
To exercise any such option, no Event of Default, or event which with
notice or lapse of time would become an Event of Default, with respect to such
series of Securities shall have occurred and be continuing. TRW is required to
deliver to the trustee an opinion of counsel to the effect that the deposit and
related defeasance would not cause the holders of the Securities to recognize
income, gain or loss for United States Federal income tax purposes and, in the
case of a discharge of obligations, accompanied by a ruling to that effect
received from or published by the Internal Revenue Service (Section 13.02 of the
Indenture).
MODIFICATION OF THE INDENTURE
TRW may, without the consent of any holder of Securities, enter into
one or more supplemental indentures to, among other things, cure any ambiguity
or correct or supplement any provision that may be defective or inconsistent
with any other provision or make such other provisions under the Indenture as
shall not adversely affect the interests of the holders of the Securities.
In addition, with certain exceptions, the rights and obligations of TRW
and the rights of the holders of the Securities may be modified by TRW with the
consent of the holders of not less than 66 2/3% in aggregate principal amount of
the outstanding Securities of each series to be affected. However, TRW may not,
without the consent of the holders of all outstanding Securities to be affected
make modifications that would, among other things:
(1) change the maturity of any Security or reduce the principal
amount thereof or any premium thereon, or reduce the rate or
extend the time of payment of interest thereon, or change the
method of computing the amount of principal thereof on any
date; or
(2) reduce the above-stated percentage of outstanding Securities
of each series, the consent of the holders of which is
required to modify or alter the Indenture.
A supplemental indenture which changes or eliminates any covenant or other
provision of the Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the holders of Securities of that series with respect to that covenant
or other provision, shall be deemed not to affect the rights under the Indenture
of the holders of Securities of any other series (Section 11.02 of the
Indenture).
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THE TRUSTEE
The Chase Manhattan Bank is the successor trustee to Mellon Bank, N.A.
under the Indenture. The trustee is a depository for funds and performs other
services for, and transacts other banking business with, TRW in the normal
course of business. The trustee is also acting as exchange agent for the
exchange offer.
GOVERNING LAW
The Indenture will be governed by and construed in accordance with the
laws of the State of New York.
REGISTRATION RIGHTS
TRW entered into separate registration rights agreements with the
initial purchasers in the May Offering and in the June Offering for the benefit
of the holders of the outstanding debt issued in each of those offerings.
In the registration rights agreements, TRW agreed, for the benefit of
the holders of the outstanding debt, (1) to file with the SEC a registration
statement, of which this prospectus forms a part, with respect to the registered
debt and (2) to use its reasonable best efforts to cause that exchange offer
registration statement to be declared effective under the Securities Act within
180 calendar days after June 2, 1999, the date on which TRW delivered the
outstanding debt to the initial purchasers (the "May Offering Closing Date") or
June 23, 1999, the date on which TRW delivered the outstanding Notes due 2001 to
the initial purchasers in the June Offering (the "June Offering Closing Date").
If
(1) because of any change in law or in currently prevailing
interpretations of the SEC's staff, TRW is not permitted to
effect the exchange offer,
(2) the exchange offer is not completed by December 29, 1999, or
January 19, 2000 with respect to the Notes due 2001, or
(3) at the time of the completion of the exchange offer, any of
the initial purchasers shall not have sold to investors who
are not affiliates of that initial purchaser all of the
outstanding debt initially purchased from TRW, and that
initial purchaser requests that TRW file a shelf registration
statement,
then TRW will (a) file a shelf registration statement to cover resales of the
applicable outstanding debt by holders who satisfy certain conditions relating
to the provision of information in connection with the shelf registration
statement, (b) use its reasonable best efforts to cause the shelf registration
statement to be declared effective under the Securities Act and (c) use its
reasonable best efforts to keep effective the shelf registration statement
applicable until the earlier of two years, unless Rule 144(k) is amended to
provide a shorter restrictive period, after the applicable Closing Date or such
time as all of the outstanding debt or registered debt, as applicable, has been
sold thereunder.
TRW will, in the event that a shelf registration statement is filed,
provide to each applicable holder copies of the prospectus that is a part of the
shelf registration statement, notify each of those holders when the shelf
registration statement for the outstanding debt has become effective and take
certain other actions as are required to permit unrestricted resales of the
outstanding debt. A holder that sells outstanding debt or registered debt, as
applicable, pursuant to the shelf registration statement will be required to be
named as a selling security holder in the related prospectus and to deliver a
current prospectus to purchasers, will be subject to certain of the civil
liability provisions under the Securities Act in connection with those sales
and
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will be bound by the provisions of the registration rights agreements that are
applicable to such a holder, including certain indemnification rights and
obligations.
If TRW fails to comply with certain provisions of the registration
rights agreements, then additional interest shall become payable in respect of
the outstanding debt as follows:
If
(1) the exchange offer is not completed prior to the earlier of
(a) 45 days after effective date of this registration
statement and (b) (i) December 29, 1999, with respect to the
Notes Due 2002, the Notes Due 2004, the Notes Due 2009 and the
Debentures Due 2029 and (ii) January 19, 2000 with respect to
the Notes due 2001, or,
(2) if applicable, a shelf registration statement providing for
resales of the outstanding debt has been declared effective
but that shelf registration statement ceases to be effective
at any time prior to the earlier of (a) the expiration of the
holding period referred to in Rule 144(k) and (b) the sale of
all the outstanding debt pursuant to the shelf registration
statement,
TRW will be obligated to pay additional interest on the outstanding debt at a
rate of .25% per year commencing on the day after the date on which TRW was
obligated to complete the exchange offer, in the case of (1) above or the day
the shelf registration statement ceases to be effective, in the case of (2)
above. The aggregate amount of additional interest payable pursuant to the above
provision will in no event exceed .25% per year. Upon the completion of the
exchange offer or the effectiveness of the applicable shelf registration
statement, as the case may be, additional interest will cease to accrue.
Outstanding debt not tendered in the exchange offer will bear interest at the
same rates in effect at the time of issuance of the outstanding debt.
In the event that TRW declares the prospectus included in a shelf
registration statement unusable in accordance with the registration rights
agreements, TRW will notify each holder of outstanding debt covered by that
shelf registration statement to suspend use of the prospectus included in that
registration statement. TRW may give that notice only twice during any 365 day
period. If the aggregate number of days in any consecutive 365 day period for
which all notices to suspend use of a prospectus are issued and effective
exceeds 60 days, additional interest on the outstanding debt covered by that
registration statement will begin to accrue on the 61st day in an amount equal
to .25% per year and will stop accruing when TRW declares that the shelf
registration statement is usable.
For each series of outstanding debt other than the Notes due 2001, any
additional interest due pursuant to the foregoing paragraph will be payable in
cash on June 1 and December 1 of each year to the holders of record on the
preceding May 15 and November 15, respectively. For the Notes due 2001, any
additional interest due pursuant to the foregoing paragraph will be payable in
cash on June 15 and December 15 of each year to the holders of record on the
preceding May 31 and November 30, respectively.
The registration rights agreements are governed by, and construed in
accordance with, the laws of the State of New York. This summary of certain
provisions of the registration rights agreements is not complete and is subject
to, and is qualified in its entirety by reference to, all the provisions of the
registration rights agreements. In addition, the information set forth above
concerning certain interpretations of and positions taken by the SEC's staff is
not intended to constitute legal advice, and holders of outstanding debt should
consult their own legal advisors with respect to those matters.
Application will be made to list the registered debt, other than the
Exchange Notes due 2001, on the Luxembourg Stock Exchange. The registered debt,
other than the Exchange Notes due 2001, will be
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accepted for clearance through the accounts of the Euroclear Operator and Cedel
Bank and they will have a new common code and a new ISIN number, which will be
transmitted to the Luxembourg Stock Exchange. All documents prepared in
connection with the exchange offer will be available at the office of the
special agent in Luxembourg and all necessary actions and services in respect of
the exchange offer may be done at the office of the special agent in Luxembourg.
The special agent appointed for these purposes is Bankers Trust Luxembourg, 14,
Boulevard F.D. Roosevelt, L-2450 Luxembourg.
All notices relating to the exchange offer will be published in
accordance with the notice provisions of the Indenture. So long as any of the
outstanding debt is listed on the Luxembourg Stock Exchange and the rules of
that stock exchange require, prior to the commencement of the exchange
offer, notice of the exchange offer will be given to the Luxembourg Stock
Exchange and will be published in a newspaper having a general circulation in
Luxembourg, which is expected to be the Luxemburger Wort. That notice will,
among other things, provide details of the conditions to the exchange offer and
the commencement and expected completion dates of the exchange offer. So long as
any of the outstanding debt is listed on the Luxembourg Stock Exchange and the
rules of that stock exchange require, notice of the results of the exchange
offer will be given to the Luxembourg Stock Exchange and will be published in a
newspaper having a general circulation in Luxembourg, which is expected to be
the Luxemburger Wort, in each case, as promptly as practicable following the
completion of the exchange offer. Similar notice will also be provided in
connection with the payment of additional interest and the declaration of the
effective date of interest rates.
BOOK-ENTRY; DELIVERY AND FORM
GENERAL
The outstanding debt is, and the registered debt will initially be,
represented by one or more global securities in fully registered form.
The global securities will be deposited with, or on behalf of, DTC and
registered in the name of its nominee, Cede & Co. Beneficial interests in the
global securities will be shown on, and transfers thereof will be effected only
through, records maintained in book-entry form by DTC, with respect to its
participants, and its participants. DTC's participants include Cedel Bank,
societe anonyme, or Morgan Guaranty Trust Company of New York, Brussels Office,
as operator of the Euroclear Clearance System, as participants in DTC.
All interests in the global securities, including those held through
Euroclear or Cedel, may be subject to the procedures and requirements of DTC.
Those interests held through Euroclear and Cedel may also be subject to the
procedures and requirements of those systems.
DESCRIPTION OF BOOK-ENTRY SYSTEM
Ownership of interests in the global securities will be limited to
persons who have accounts with DTC, including Euroclear and Cedel, or with
Euroclear or Cedel, or persons who have accounts through participants ("indirect
participants") in DTC, Euroclear or Cedel. Ownership of beneficial interests in
the global securities will be shown on, and the transfer of that ownership will
be effected only through, records maintained by DTC with respect to interests of
participants, and the records of participants with respect to interests of
indirect participants.
The laws of some countries and some states in the United States may
require that certain purchasers of any securities take physical delivery of
those securities in definitive form. Those limits and those laws may impair the
ability to own, transfer or pledge the book-entry interests in the global
securities.
So long as DTC or its nominee is the holder of the global securities,
DTC or its nominee, as the case may be, will be considered the sole holder of
the global securities for all purposes under the Indenture and
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the Securities. Except as described under "--Definitive Registered Securities"
below, participants or indirect participants will not be entitled to have the
securities registered in their names, will not receive or be entitled to receive
physical delivery of securities in definitive form and will not be considered
the owners or holders thereof under the Indenture. Accordingly, each direct or
indirect participant must rely on the procedures of the DTC and, if that person
is an indirect participant in DTC, on the procedures of the participant in DTC,
including Euroclear or Cedel, through which that person owns its interest, to
exercise any rights and remedies of a holder under the Indenture.
DEFINITIVE REGISTERED SECURITIES
Owners of book-entry interests in the global securities will receive
individual certificated securities in fully registered form ("definitive
registered securities"):
(1) if DTC notifies TRW or the book-entry depository in writing
that it, or its nominee, is unwilling or unable to continue to
act as a depository registered under the Securities Act, and a
successor depository registered as a clearing agency under the
Exchange Act, in the case of DTC, or successor registered as a
clearing agency under the Exchange Act is not appointed by TRW
within 90 days; or
(2) at any time if TRW determines that the global securities for
any series of Securities (in whole but not in part) should be
exchanged for definitive registered securities.
In addition to the foregoing, during the continuance of an Event of
Default, holders of book-entry interests will be entitled to request and receive
definitive registered securities. Definitive registered securities will be
issued to and registered in the name of, or as directed by, that person only
upon the request in writing made through a DTC participant.
Any definitive registered securities will be issued in fully registered
form in denominations of $1,000 principal amount and integral multiples thereof.
To the extent permitted by law, TRW, the trustee and any paying agent shall be
entitled to treat the person in whose name any definitive registered security is
registered as the absolute owner thereof. While any global security is
outstanding, holders of definitive registered securities may exchange their
definitive registered securities for a corresponding book-entry interest in that
global security by surrendering their definitive registered securities to the
trustee and providing the certificates and opinions required by the Indenture.
The trustee will make the appropriate adjustments to the global security
underlying that book-entry interest to reflect any issue or surrender of
definitive registered securities.
The Indenture contains provisions relating to the maintenance by a
registrar of registers reflecting ownership of definitive registered securities,
if any, and other provisions customary for a debt security listed on the
register maintained by the registrar. Payment of principal and interest on each
definitive registered security will be made to the holder appearing on the
applicable register at the close of business on the record date at his address
shown on the applicable register on the record date.
If definitive registered securities are issued, other than for the
Exchange Notes due 2001, TRW will appoint Bankers Trust Luxembourg, or such
other person located in Luxembourg and reasonably acceptable to the trustee, as
an additional paying and transfer agent. Upon the issuance of definitive
registered securities, other than for the Exchange Notes due 2001, holders will
be able to transfer and exchange definitive registered securities at the
Luxembourg office of the paying and transfer agent, provided that all transfers
and exchanges must be effected in accordance with the terms of the Indenture
and, among other things, be recorded in the register maintained by the
registrar. Transfer and/or exchange of the definitive registered securities may
be made at the office of the paying and transfer agent in Luxembourg upon
presentation of the definitive registered security. When the new definitive
registered security is issued it will be available at the same transfer and
paying agent in Luxembourg. TRW may terminate the appointment of a transfer
agent at any time and appoint additional or other transfer agents. Notice of
termination, appointment or any change in the specified office of any transfer
agent will be published in accordance with the Indenture and, so long as any of
the outstanding debt or registered debt
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is listed on the Luxembourg Stock Exchange and the rules of that stock exchange
require, in a newspaper having a general circulation in Luxembourg, which is
expected to be the Luxemburger Wort.
PAYMENTS ON THE SECURITIES
Payments of any amounts owing in respect of the global securities will
be made through one or more paying agents appointed under the Indenture to DTC
as the holder of the global securities. Initially, the paying agent for the
securities will be The Chase Manhattan Bank, as trustee.
TRW expects that DTC or its nominee, upon receipt of any payment made
in respect of the global securities, will credit its participants' accounts with
those payments in amounts proportionate to their respective interest in the
principal amount of the global security as shown on the records of DTC or its
nominee. Payments by participants to owners of interests held through those
participants will be governed by standing customer instructions and customary
practices of the participants. Payments on interest held through Euroclear or
Cedel will be credited to the cash accounts of Euroclear participants or Cedel
participants in accordance with the relevant system's rules and procedures.
None of TRW or any paying agent, will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of book-entry interests or for maintaining, supervising or reviewing all records
relating to the book-entry interests or beneficial ownership interests.
INFORMATION CONCERNING DTC, EUROCLEAR AND CEDEL
DTC, Euroclear and Cedel, as the case may be, have advised TRW that:
DTC is a limited purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
was created to hold securities of its participants and to facilitate the
clearance and settlement of transactions among its participants in those
securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. DTC participants include securities brokers and dealers, including
the initial purchasers, banks, trust companies, clearing corporations and
certain other organizations, some of whom, and/or their representatives, own
DTC. Access to the DTC book-entry system is also available to others, such as
banks, brokers, dealers and trust companies ("indirect participants") that clear
through or maintain a custodial relationship with a participant, either directly
or indirectly.
Euroclear and Cedel hold securities for participating organizations and
facilitate the clearance and settlement of securities transactions between their
respective participants through electronic book-entry changes in accounts of
those participants. Euroclear and Cedel provide to their participants, among
other things, services for safekeeping, administration, clearance and settlement
of internationally traded securities and securities lending and borrowing.
Euroclear and Cedel interface with domestic securities markets. Euroclear and
Cedel participants are financial institutions such as underwriters, securities
brokers and dealers, banks, trust companies and certain other organizations.
Indirect access to Euroclear or Cedel is also available to others such as banks,
brokers, dealers and trust companies that clear through or maintain a custodian
relationship with a Euroclear or Cedel participant, either directly or
indirectly.
Subject to compliance with the transfer restrictions applicable to the
Securities, cross-market transfers between the participants in DTC, on the one
hand, and Euroclear or Cedel participants, on the other hand, will be effected
through DTC in accordance with DTC's rules on behalf of Euroclear or Cedel, as
the case may be, by its respective depositary; however, cross-market
transactions will require delivery of instructions to Euroclear or Cedel, as the
case may be, by the counterparty in that system in accordance with the rules and
procedures and within the established deadlines, Brussels time, of that system.
Euroclear or Cedel, as the case may be, will, if the transaction meets its
settlement requirements, deliver instructions to its respective depositary to
take action to effect final settlement on its behalf by delivering or receiving
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interests in the relevant global securities in DTC, and making or receiving
payment in accordance with normal procedures for same-day funds settlement
applicable to DTC. Euroclear participants and Cedel participants may not deliver
instructions directly to the depositaries for Euroclear or Cedel.
Because of time zone differences, the securities account of a Euroclear
or Cedel participant purchasing an interest in a global security from a
participant in DTC will be credited, and that crediting will be reported to the
relevant Euroclear or Cedel participant, during the securities settlement
processing day (which must be a business day for Euroclear and Cedel)
immediately following the settlement date of DTC. Cash received in Euroclear or
Cedel as a result of sales of interests in a global security by or through a
Euroclear or Cedel participant to a participant in DTC will be received with
value on the settlement date of DTC but will be available in the relevant
Euroclear or Cedel cash account only as of the business day for Euroclear or
Cedel following DTC's settlement date.
Although DTC, Euroclear and Cedel have agreed to the foregoing
procedures to facilitate transfers of interests in the global securities among
participants in DTC, Euroclear and Cedel, they are under no obligation to
perform or to continue to perform those procedures, and those procedures may be
discontinued at any time. Neither TRW nor the trustee will have any
responsibility for the performance by DTC, Euroclear or Cedel or their
respective participants or indirect participants of their respective obligations
under the rules and procedures governing their operations.
YEAR 2000
DTC management is aware that some computer applications, systems, and
the like for processing data ("Systems") that are dependent upon calendar dates,
including dates before, on and after January 1, 2000, may encounter "year 2000
problems." DTC has informed its participants and other members of the financial
community (the "Industry") that it has developed and is implementing a program
so that its Systems, as the same relate to the timely payment of distributions,
including principal and income payments, to securityholders, book-entry
deliveries, and settlement of trades within DTC, continue to function
appropriately. This program includes a technical assessment and a remediation
plan, each of which is complete. Additionally, DTC's plan includes a testing
phase, which is expected to be completed within appropriate time frames.
However, DTC's ability to perform properly its services is also
dependent upon other parties, including but not limited to issuers and their
agents, as well as third party vendors from whom DTC licenses software and
hardware, and third party vendors on whom DTC relies for information or the
provision of services, including telecommunication and electrical utility
service providers, among others. DTC has informed the Industry that it is
contacting and will continue to contact third party vendors from whom DTC
acquires services to: (1) impress upon them the importance of those services
being year 2000 compliant; and (2) determine the extent of their efforts for
year 2000 remediation, and, as appropriate, testing, of their services. In
addition, DTC is in the process of developing the contingency plans it deems
appropriate.
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following discussion summarizes the material United States Federal
income and estate tax consequences of an exchange of the outstanding debt for
registered debt and the ownership and disposition of the registered debt. This
discussion is a summary for general information only and is limited in the
following ways:
- The discussion only covers holders of registered debt that bought
the outstanding debt for cash in the initial offering.
- The discussion only covers holders that hold the outstanding debt
and will hold the registered debt as capital assets (that is, for
investment purposes), and that do not have a special tax status.
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- The discussion covers the general tax consequences to holders of the
registered debt. It does not cover tax consequences that depend upon
a holder's individual tax circumstances.
- The discussion is based on current law. Changes in the law may
change the tax treatment of the registered debt on a prospective or
retroactive basis.
- The discussion does not cover state, local or foreign law.
- The discussion does not apply to holders owning 10% or more of the
voting stock of TRW, or corporate holders that are controlled
foreign corporations with respect to TRW.
YOU SHOULD CONSULT YOUR OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES OF
THE EXCHANGE OF THE OUTSTANDING DEBT FOR REGISTERED DEBT AND THE OWNERSHIP AND
DISPOSITION OF THE REGISTERED DEBT IN YOUR SITUATION.
CERTAIN INCOME TAX EFFECTS OF THE EXCHANGE OFFER
Your exchange of outstanding debt for registered debt will not be a
taxable event for you, and you will not recognize any taxable gain or loss as a
result of this exchange. Accordingly, you would have the same adjusted basis and
holding period in the registered debt as you had in the outstanding debt
immediately before the exchange. Further, the tax consequences of ownership and
disposition of any registered debt by you will be the same as the tax
consequences of ownership and disposition of outstanding debt.
GENERAL
As used in this prospectus, the term "United States Holder" means a
holder of registered debt that is, for United States Federal income tax
purposes,
- a citizen or resident of the United States;
- a corporation or other entity taxable as a corporation created or
organized under United States law (Federal or state); or
- an estate or trust whose world-wide income is subject to United
States Federal income tax.
If a partnership holds registered debt, the tax treatment of a partner
will generally depend upon the status of the partner and upon the activities of
the partnership. Partners of partnerships holding registered debt should consult
their tax advisors.
TAX CONSEQUENCES TO UNITED STATES HOLDERS
INTEREST
- If you are a cash method taxpayer, you must report the interest in
your income when you receive it.
- If you are an accrual method taxpayer, you must report the interest
in your income as it accrues.
SALE, REDEMPTION OR DISPOSITION OF SECURITIES
On a sale, redemption, retirement at maturity or other disposition of
registered debt:
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- You will have taxable gain or loss equal to the difference between
the tax basis of registered debt and the amount received on the
sale, exchange, redemption, retirement at maturity or other
disposition.
- Any gain or loss will generally be capital gain or loss, and will be
long term capital gain or loss if the registered debt was held for
more than one year.
- If you sell the registered debt between interest payment dates, a
portion of the amount you receive will reflect interest that has
accrued on the registered debt but has not yet been paid by the sale
date. That amount is treated as ordinary interest income and not as
sale proceeds.
INFORMATION REPORTING AND BACKUP WITHHOLDING
Under the tax rules concerning information reporting to the Internal
Revenue Service ("IRS"):
- Assuming you hold your registered debt through a broker or other
securities intermediary, the intermediary is required to provide
information to the IRS concerning interest and redemption proceeds
we pay on registered debt you own, unless an exemption applies.
- Similarly, unless an exemption applies, you are required to provide
the intermediary with a correct Taxpayer Identification Number for
its use in reporting information to the IRS. If you are an
individual, this is your social security number. You are also
required to comply with other IRS requirements concerning
information reporting.
- If you are subject to these requirements but do not comply, the
intermediary is required to withhold 31% of all amounts payable to
you on the registered debt, including principal payments. If it does
withhold payments, you may use the withheld amount as a credit
against your United States Federal income tax liability.
- All United States Holders that are individuals are subject to these
requirements. Certain United States Holders, including all
corporations, tax exempt organizations and individual retirement
accounts, are exempt from these requirements.
TAX CONSEQUENCES TO FOREIGN HOLDERS
As used in this prospectus, the term Foreign Holder means a holder of
registered debt that is, for United States Federal income tax purposes:
- a non-resident alien individual;
- a foreign corporation; or
- an estate or trust that is not a United States Holder.
WITHHOLDING TAXES
If you are a Foreign Holder, payments of principal and interest on the
registered debt generally will not be subject to United States withholding
taxes. However, in order for the exemption from withholding taxes to apply, you
must meet the following requirements:
- As the beneficial owner of registered debt, you must provide a
statement to the effect that you are not a United States Holder.
This statement is generally made on Internal Revenue Service Form
W-8.
You should consult your own tax advisor about the specific method to
satisfy this requirement. The procedures for satisfying this
requirement will change on January 1, 2001.
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- You must not be a bank that is making a loan in the ordinary course
of its business.
Foreign Holders that do not qualify for exemption from withholding generally
will be subject to United States withholding tax at a rate of 30%, or lower, if
a treaty applies.
SALE OR REDEMPTION OF REGISTERED DEBT
If you sell registered debt or if it is redeemed, you will not be
subject to United States Federal income tax on any gain unless either of the
following applies:
- The gain is connected with a trade or business that you conduct in
the United States.
- You are an individual and are present in the United States for at
least 183 days during the year in which you dispose of the
registered debt, and certain other conditions are satisfied.
UNITED STATES TRADE OR BUSINESS
If you hold registered debt in connection with a trade or business that
you are conducting in the United States:
- Any interest on the registered debt, and any gain from disposing of
the registered debt, generally will be subject to income tax as if
you were a United States Holder.
- Any interest and gain will be exempt from United States withholding
tax as discussed above as long as you submit to us a proper form,
generally Internal Revenue Service Form 4224, that includes certain
required information. You should consult your own tax advisor about
how to satisfy this requirement. The procedures for satisfying this
requirement will change on January 1, 2001.
- If you are a corporation, you may be subject to a branch profits tax
on your earnings that are connected with your United States trade or
business, including earnings from the registered debt. This tax is
30%, but may be reduced or eliminated by an applicable income tax
treaty.
ESTATE TAXES
If you are an individual Foreign Holder, the registered debt will not
be subject to United States estate tax when you die. However, this rule only
applies if, at the time of your death, payments on the registered debt would not
have been connected to a trade or business that you were conducting in the
United States.
INFORMATION REPORTING AND BACKUP WITHHOLDING
United States rules concerning information reporting and backup
withholding are described above. Under these rules:
- Principal and interest payments received by you automatically will
be exempt from the usual information reporting and backup
withholding rules if you provide the tax certifications needed to
avoid withholding tax on interest, as described above, unless the
recipient of the applicable form knows that the form is false.
However, interest payments made to you will be reported to the IRS
on Form 1042-S.
- Sale proceeds you receive on a sale of your registered debt through
a broker may be subject to these rules if you are not eligible for
an exemption. In particular, information reporting and backup
withholding may apply if you use the United States office of a
broker, and information reporting, but not backup withholding, may
apply if you use the foreign office of a broker if the
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broker has certain connections to the United States. You should
consult your tax advisor concerning information reporting and backup
withholding on a sale.
PLAN OF DISTRIBUTION
Based on existing interpretations of the Securities Act by the SEC's
staff as set forth in several no-action letters to third parties, and subject to
the immediately following sentence, TRW believes that the registered debt issued
in the exchange offer may be offered for resale, resold and otherwise
transferred by the holders thereof, other than holders who are broker-dealers,
without further compliance with the registration and prospectus delivery
provisions of the Securities Act. However, any purchaser of outstanding debt who
is an affiliate of TRW or who intends to participate in the exchange offer for
the purpose of distributing the registered debt, or any broker-dealer who
purchased the outstanding debt from TRW to resell pursuant to Rule 144A or any
other available exemption under the Securities Act,
- will not be able to rely on the interpretations of the SEC's staff
set forth in the above-mentioned no-action letters,
- will not be entitled to tender its outstanding debt in the exchange
offer, and
- must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any sale or
transfer of the outstanding debt,
unless the sale or transfer is made pursuant to an exemption from those
requirements. TRW does not intend to seek its own no-action letter, and there
can be no assurance that the SEC's staff would make a similar determination with
respect to the registered debt as it has in those no-action letters to third
parties.
Each holder of the outstanding debt who wishes to exchange the
outstanding debt for registered debt in the exchange offer is required to
represent that:
- it is not an affiliate of TRW;
- the registered debt to be received by it is being acquired in the
ordinary course of its business;
- at the time of the exchange offer, it has no arrangement or
understanding with any person to participate in a "distribution,"
within the meaning of the Securities Act, of the registered debt;
and
- if the holder is not a broker-dealer, it is not engaged in, and does
not intend to engage in, a "distribution," within the meaning of the
Securities Act, of the registered debt.
Each broker-dealer that receives registered debt for its own account in
exchange for outstanding debt acquired as a result of market-making or other
trading activities must acknowledge that it will deliver a prospectus in
connection with any resale of that registered debt. For a period of 90 days
after the expiration date of the exchange offer, this prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of that registered debt. During that 90-day period, we
have agreed that we will make this prospectus available to any broker-dealer for
use in connection with those resales, provided that the broker-dealer indicates
in the letter of transmittal that it is a broker-dealer. Each broker-dealer
agrees that it will suspend use of this prospectus upon notice from TRW of the
occurrence of certain events until TRW has amended or supplemented the
prospectus so that it does not contain any untrue statements or omissions of
material facts. If TRW gives that notice to broker-dealers, TRW will extend the
90-day period referred to above by the number of days during the period from and
including the date TRW gives the notice to and including the date when
broker-dealers will receive copies of the supplement or amended prospectus.
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We will not receive any proceeds from any sale of registered debt by
broker-dealers. Registered debt received by broker-dealers for their own account
pursuant to the exchange offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the registered debt or a combination of those methods
of resale, at market prices prevailing at the time of resale, at prices related
to prevailing market prices or negotiated prices. Those resales may be made
directly to purchasers or to or through broker-dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of the registered debt. Any broker-dealer
that resells registered debt that was received by it for its own account
pursuant to the exchange offer and any person that participates in the
distribution of that registered debt may be deemed to be an "underwriter" within
the meaning of the Securities Act and any profit on any resale of registered
debt and any commissions or concessions received by those persons may be deemed
to be underwriting compensation under the Securities Act. The letter of
transmittal states that a broker-dealer, by acknowledging that it will deliver
and by delivering a prospectus, will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
TRW will indemnify the holders of the outstanding debt, including any
broker-dealers, against certain liabilities, including liabilities under the
Securities Act.
VALIDITY OF SECURITIES
William B. Lawrence, Executive Vice President, General Counsel and
Secretary of TRW, will issue an opinion about the validity of the registered
debt.
EXPERTS
Ernst & Young LLP, independent auditors, have audited TRW's
consolidated financial statements included in TRW's Annual Report on Form 10-K
for the year ended December 31, 1998, as set forth in their report, which is
incorporated by reference in this prospectus. TRW's consolidated financial
statements are incorporated into this prospectus by reference in reliance on
Ernst & Young LLP's report, given upon their authority as experts in accounting
and auditing.
The consolidated financial statements of LucasVarity as of January 31,
1999 and 1998, and for each of the years in the two-year period ended January
31, 1999, have been incorporated by reference into this prospectus in reliance
upon the report of KPMG Audit Plc, independent auditors, upon the authority of
said firm as experts in accounting and auditing.
The consolidated financial statements of LucasVarity for the six month
period ended January 31, 1997 have been incorporated by reference into this
prospectus in reliance upon the joint report of KPMG Audit Plc and Ernst &
Young, independent auditors, upon the authority of such firms as experts in
accounting and auditing.
Ernst & Young, independent auditors, have audited LucasVarity's
consolidated financial statements for the year ended July 31, 1996 appearing in
TRW's Current Report (Form 8-K/A) dated May 17, 1999, as set forth in their
report which is incorporated by reference in this prospectus. Those
consolidated financial statements are incorporated into this prospectus by
reference in reliance on Ernst & Young's report, given upon their authority as
experts in accounting and auditing.
INDEPENDENT APPRAISAL
Certain LucasVarity assets were appraised by American Appraisal
Associates, Inc. These assets included inventories, fixed assets, identifiable
intangibles and in-process research and development projects and have been
included in TRW's unaudited consolidated balance sheet as of March 31, 1999
based on their preliminary appraised values.
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LISTING AND GENERAL INFORMATION
Except for the Notes due 2001, the outstanding debt is listed on the
Luxembourg Stock Exchange. We have applied to list the registered debt, except
for the Exchange Notes due 2001, on the Luxembourg Stock Exchange in accordance
with the rules and regulations of that exchange. Our Articles of Incorporation
and Regulations, and a legal notice (Notice Legale) relating to the issuance of
the outstanding debt was deposited with the Chief Registrar of the District
Court of Luxembourg (Greffier en Chef du Tribunal d'Arrondissement de et a
Luxembourg), where you may examine these documents and obtain copies upon
request.
Copies of the Indenture, our Articles of Incorporation and our annual,
quarterly and current reports will be available for inspection at the office of
Bankers Trust Luxembourg in Luxembourg as long as any of the Notes Due 2002,
Exchange Notes Due 2002, Notes Due 2004, Exchange Notes Due 2004, Notes Due
2009, Exchange Notes Due 2009, Debentures Due 2029 or Exchange Debentures Due
2029 are outstanding. Our annual reports will contain audited consolidated
financial statements, and our quarterly reports will contain unaudited
consolidated financial statements. Bankers Trust Luxembourg will act as
intermediary between us and holders of the listed securities. In addition, you
may obtain free copies of these reports at Bankers Trust Luxembourg's office at
14, Boulevard F.D. Roosevelt, L-2450 Luxembourg.
The registered debt, other than the Exchange Notes due 2001, have been
accepted for clearance through Euroclear and Cedel. The CUSIP numbers, the
International Security Identification Number (ISIN) and the Euroclear common
code number assigned to each series of the listed registered debt is as follows:
EXCHANGE EXCHANGE EXCHANGE EXCHANGE
NOTES NOTES NOTES DEBENTURES
DUE 2002 DUE 2004 DUE 2009 DUE 2029
-------- -------- -------- --------
CUSIP number
ISIN
Common Code
The CUSIP number for the Exchange Notes due 2001 issued in the exchange
offer is __________.
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TRW Inc.
Exchange Offer for
$425,000,000 6.45% Notes due 2001
$400,000,000 6 1/2% Notes Due 2002
$700,000,000 6 5/8% Notes Due 2004
$750,000,000 7 1/8% Notes Due 2009
$550,000,000 7 3/4% Debentures due 2029
----------------
PROSPECTUS
----------------
___________, 1999
Until _______________, all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
<PAGE> 63
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Generally, a director of an Ohio corporation will not be found to have
violated his fiduciary duties unless there is proof by clear and convincing
evidence that the director has not acted in good faith, in a manner he
reasonably believes to be in or not opposed to the best interests of the
corporation, or with the care that an ordinarily prudent person in a like
position would use under similar circumstances. In general, a director is liable
for monetary damages for any action or omission as a director only if it is
proved by clear and convincing evidence that such act or omission was undertaken
either with deliberate intent to cause injury to the corporation or with
reckless disregard for the best interests of the corporation.
Under Ohio law, a corporation must indemnify its directors, as well as
its officers, employees and agents, against expenses where any such person is
successful on the merits or otherwise in defense of an action, suit or
proceeding. A corporation may indemnify such persons in actions, suits and
proceedings (including derivative suits) if the individual has acted in good
faith and in a manner that he believes to be in or not opposed to the best
interests of the corporation. In the case of a criminal proceeding, the
individual must also have no reasonable cause to believe that his conduct was
unlawful. Indemnification may be made only if ordered by a court or if
authorized in a specific case upon a determination that the applicable standard
of conduct has been met. Such a determination may be made by a majority of
disinterested directors, by independent legal counsel or by the shareholders. In
order to obtain reimbursement for expenses in advance of the final disposition
of any action, the individual must provide an undertaking to repay the amount if
it is ultimately determined that he is not entitled to be indemnified.
In general, Ohio law requires that all expenses, including attorneys
fees, incurred by a director in defending any action, suit or proceeding be paid
by the corporation as they are incurred in advance of final disposition if the
director agrees to repay such amounts if it is proved by clear and convincing
evidence that his action or omission was undertaken with deliberate intent to
cause injury to the corporation or with reckless disregard for the best
interests of the corporation and if the director reasonably cooperates with the
corporation concerning the action, suit or proceeding. TRW's Regulations provide
for indemnification that is coextensive with that permitted under Ohio law.
In addition, TRW maintains insurance indemnifying Directors and
officers in certain cases and with certain deductible limitations. Reference is
also made to the forms of Registration Rights Agreements incorporated herein by
reference as Exhibits 4(m) and 4(n) to the Registration Statement for provisions
regarding indemnification of TRW, officers, directors and controlling persons
against certain liabilities.
ITEM 21. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4(a) Indenture between TRW and The Chase Manhattan Bank (National
Association), as successor Trustee, dated as of May 1, 1986
(incorporated by reference to Exhibit 2 to TRW Inc.'s Form 8-A
Registration Statement dated July 3, 1986, File No. 1-2384)
4(b) First Supplemental Indenture between TRW and The Chase
Manhattan Bank (National Association), as successor Trustee,
dated as of August 24, 1989 (incorporated by reference to
Exhibit 4(b) to TRW Inc.'s Form S-3 Registration Statement,
File No. 33-30350)
4(c) Second Supplemental Indenture between TRW and The Chase
Manhattan Bank, as successor Trustee, dated as of June 2, 1999
4(d) Third Supplemental Indenture between TRW and The Chase
Manhattan Bank, as successor Trustee, dated as of June 2, 1999
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4(e) Fourth Supplemental Indenture between TRW and The Chase
Manhattan Bank, as successor Trustee, dated as of June 2, 1999
4(f) Fifth Supplemental Indenture between TRW and The Chase
Manhattan Bank, as successor Trustee, dated as of June 2, 1999
4(g) Sixth Supplemental Indenture between TRW and The Chase
Manhattan Bank, as successor Trustee, dated as of June 23,
1999
4(h) Form of Exchange Note due 2001 (included in Exhibit 4(g))
4(i) Form of Exchange Note Due 2002 (included in Exhibit 4(c))
4(j) Form of Exchange Note Due 2004 (included in Exhibit 4(d))
4(k) Form of Exchange Note Due 2009 (included in Exhibit 4(e))
4(l) Form of Exchange Debenture Due 2029 (included in Exhibit 4(f))
4(m) Registration Rights Agreement, dated May 26, 1999, among TRW
and Morgan Stanley & Co. Incorporated, J.P. Morgan Securities
Inc. and Salomon Smith Barney Inc., as representatives of the
initial purchasers
4(n) Registration Rights Agreement, dated June 23, 1999, between
TRW and Goldman, Sachs & Co., as representative of the initial
purchasers
5 Opinion of William B. Lawrence, Esq. as to the validity of the
securities being registered
12 Statement Regarding Computation of Ratio of Earnings to Fixed
Charges (incorporated by reference to Exhibit 99 to TRW Inc.'s
Quarterly Report on Form 10-Q for the Quarter Ended March 31,
1999, File No. 1-2384)
23(a) Consent of Ernst & Young LLP
23(b) Consent of KPMG Audit Plc
23(c) Consent of Ernst & Young and KPMG Audit Plc
23(d) Consent of Ernst & Young
23(e) Consent of William B. Lawrence, Esq. (included in his opinion
filed as Exhibit 5)
23(f) Consent of American Appraisal Associates, Inc.
24 Powers of Attorney of certain Directors and officers of TRW
Inc.
25 Statement of Eligibility and Qualification on Form T-1 of The
Chase Manhattan Bank to act as Trustee under the Indenture, as
supplemented
99(a) Form of Letter of Transmittal
99(b) Form of Notice of Guaranteed Delivery
99(c) Form of Tender Instructions
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ITEM 22. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(c) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(d) The undersigned registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-3
<PAGE> 66
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lyndhurst, State of Ohio, on the 20th day of July,
1999.
TRW INC.
By: /s/ WILLIAM B. LAWRENCE
William B. Lawrence
Executive Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman of the Board, July 20, 1999
- ------------------------------ Chief Executive Officer and
J. T. Gorman Director
* Executive Vice President July 20, 1999
- ------------------------------ and Chief Financial Officer
C. G. Miller
* Vice President and Controller July 20, 1999
- ------------------------------
T. A. Connell
* Director July 20, 1999
- ------------------------------
M. H. Armacost
* Director July 20, 1999
- ------------------------------
M. Feldstein
* Director July 20, 1999
- ------------------------------
R. M. Gates
* Director July 20, 1999
- ------------------------------
G. H. Heilmeier
* Director July 20, 1999
- ------------------------------
K. N. Horn
* Director July 20, 1999
- ------------------------------
E. B. Jones
* Director July 20, 1999
- ------------------------------
W. S. Kiser
* Director July 20, 1999
- ------------------------------
D. B. Lewis
* Director July 20, 1999
- ------------------------------
L. M. Martin
</TABLE>
II-4
<PAGE> 67
<TABLE>
<CAPTION>
<S> <C> <C>
- ------------------------------- Director
J. D. Ong
* Director July 20, 1999
- ------------------------------
R. W. Pogue
</TABLE>
William B. Lawrence, by signing his name hereto, does hereby sign and
execute this Registration Statement on behalf of those officers and Directors of
TRW Inc. indicated above by asterisks pursuant to powers of attorney executed by
such officers and Directors and filed with the Securities and Exchange
Commission as an exhibit to this Registration Statement.
*By /s/ WILLIAM B. LAWRENCE July 20, 1999
William B. Lawrence
Attorney-in-Fact
II-5
<PAGE> 68
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4(a) Indenture between TRW and The Chase Manhattan Bank (National
Association), as successor Trustee, dated as of May 1, 1986
(incorporated by reference to Exhibit 2 to TRW Inc.'s Form 8-A
Registration Statement dated July 3, 1986, File No. 1-2384)
4(b) First Supplemental Indenture between TRW and The Chase
Manhattan Bank (National Association), as successor Trustee,
dated as of August 24, 1989 (incorporated by reference to
Exhibit 4(b) to TRW Inc.'s Form S-3 Registration Statement,
File No. 33-30350)
4(c) Second Supplemental Indenture between TRW and The Chase
Manhattan Bank, as successor Trustee, dated as of June 2, 1999
4(d) Third Supplemental Indenture between TRW and The Chase
Manhattan Bank, as successor Trustee, dated as of June 2, 1999
4(e) Fourth Supplemental Indenture between TRW and The Chase
Manhattan Bank, as successor Trustee, dated as of June 2, 1999
4(f) Fifth Supplemental Indenture between TRW and The Chase
Manhattan Bank, as successor Trustee, dated as of June 2, 1999
4(g) Sixth Supplemental Indenture between TRW and The Chase
Manhattan Bank, as successor Trustee, dated as of June 23,
1999
4(h) Form of Exchange Note due 2001 (included in Exhibit 4(g))
4(i) Form of Exchange Note Due 2002 (included in Exhibit 4(c))
4(j) Form of Exchange Note Due 2004 (included in Exhibit 4(d))
4(k) Form of Exchange Note Due 2009 (included in Exhibit 4(e))
4(l) Form of Exchange Debenture Due 2029 (included in Exhibit 4(f))
4(m) Registration Rights Agreement, dated May 26, 1999, among TRW
and Morgan Stanley & Co. Incorporated, J.P. Morgan Securities
Inc. and Salomon Smith Barney Inc., as representatives of the
initial purchasers
4(n) Registration Rights Agreement, dated June 23, 1999, between
TRW and Goldman, Sachs & Co., as representative of the initial
purchasers
5 Opinion of William B. Lawrence, Esq. as to the validity of the
securities being registered
12 Statement Regarding Computation of Ratio of Earnings to Fixed
Charges (incorporated by reference to Exhibit 99 to TRW Inc.'s
Quarterly Report on Form 10-Q for the Quarter Ended March 31,
1999, File No. 1-2384)
23(a) Consent of Ernst & Young LLP
23(b) Consent of KPMG Audit Plc
23(c) Consent of Ernst & Young and KPMG Audit Plc
23(d) Consent of Ernst & Young
II-6
<PAGE> 69
23(e) Consent of William B. Lawrence, Esq. (included in his opinion
filed as Exhibit 5)
23(f) Consent of American Appraisal Associates, Inc.
24 Powers of Attorney of certain Directors and officers of TRW
Inc.
25 Statement of Eligibility and Qualification on Form T-1 of The
Chase Manhattan Bank to act as Trustee under the Indenture, as
supplemented
99(a) Form of Letter of Transmittal
99(b) Form of Notice of Guaranteed Delivery
99(c) Form of Tender Instructions
II-7
<PAGE> 1
Exhibit 4(c)
- --------------------------------------------------------------------------------
TRW INC.
And
THE CHASE MANHATTAN BANK, as Trustee
Second Supplemental Indenture
Dated as of June 2, 1999
Relating to the 6 1/2% Notes Due 2002
----------------------------------
<PAGE> 2
SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental
Indenture") dated as of June 2, 1999, among TRW Inc., an Ohio
corporation (the "Company"), and THE CHASE MANHATTAN BANK, a New York
banking corporation, as successor trustee (the "Trustee") to Mellon
Bank, N.A.
WHEREAS the Company has executed and delivered to the Trustee
an Indenture dated as of May 1, 1986 (the "Original Indenture"), as amended by
the First Supplemental Indenture dated as of August 24, 1989, and the Second
Supplemental Indenture dated as of June 2, 1999, between the Company and the
Trustee (collectively, the "Supplemental Indentures"; the Original Indenture, as
amended by the Supplemental Indentures is herein called the "Indenture")
providing for the issuance and sale by the Company from time to time of its
senior debt securities (the "Securities");
WHEREAS Section 11.01(f) of the Indenture permits the Company,
when authorized by a resolution of the Board of Directors of the Company, and
the Trustee, at any time and from time to time, to enter into one or more
indentures supplemental to the Indenture, in form satisfactory to the Trustee,
for the purpose of establishing any form of Security, as provided in Section
2.02 of the Indenture, providing for the issuance of any additional series of
Securities as provided in Section 3.01 of the Indenture and to set forth the
terms thereof;
WHEREAS the Company proposes in and by this Second
Supplemental Indenture to supplement and amend the Indenture in certain respects
to establish a series of Securities issued pursuant to the Indenture designated
as the 6 1/2% Notes Due 2002 limited in aggregate principal amount to
$400,000,000 (the "Notes"). The Notes shall consist of the Initial Notes and the
Exchange Notes (both as defined herein), which together shall constitute one
series of Securities for purposes of the Indenture; and
WHEREAS the Company has requested that the Trustee execute and
deliver this Second Supplemental Indenture and have certified that all
requirements necessary to make this Second Supplemental Indenture a valid
instrument in accordance with its terms have been satisfied, and that the
execution and delivery of this Second Supplemental Indenture has been duly
authorized in all respects.
NOW THEREFORE, the Company and the Trustee hereby agree that
the following sections of this Second
<PAGE> 3
Supplemental Indenture supplement and amend the Indenture with respect to that
series of Securities which consists of the Notes:
SECTION 1. DEFINITIONS. (a) Capitalized terms used herein and
not defined herein have the meanings ascribed to such terms in the Indenture.
(b) Section 1.01 of Article One of the Indenture is hereby
supplemented, solely with respect to that series of Securities which consists of
Notes, to add the following definitions:
"Agent Members" has the meaning provided in Section 2.06.
"Depository" means The Depository Trust Company, its nominees
and their respective successors.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Exchange Notes" means any Notes if and when issued pursuant
to this Indenture in connection with an Exchange Offer for a like principal
amount of the Initial Notes.
"Exchange Offer" has the meaning provided in the Registration
Rights Agreement.
"Foreign Holder" means a holder of a Note that is, for United
States Federal income tax purposes (a) a non-resident alien individual, (b) a
foreign corporation or (c) an estate or trust that is not a United States
Holder.
"Global Notes" has the meaning provided in Section 2.02.
"Initial Notes" means a series of Securities issued pursuant
to the Indenture and designated as the 6 1/2% Notes Due 2002 limited in
aggregate principal amount to $400,000,000.
"Institutional Accredited Investor" means an institution that
is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act.
"Non-U.S. Person" means a Person who is not a "U.S. person"
(as defined in Regulation S).
2
<PAGE> 4
"Notes Closing Date" means June 2, 1999.
"Notes" means the series of Securities issued pursuant to this
Indenture designated as the 6 1/2% Notes Due 2002 and limited in aggregate
principal amount to $400,000,000.
"Physical Notes" has the meaning provided in Section 2.02.
"Private Placement Legend" means the legend initially set
forth on the Notes in the form set forth in Section 2.05(a).
"Purchase Agreement" means with respect to the Initial Notes,
the Purchase Agreement dated May 26, 1999, among the Company and the
representatives of the Initial Purchasers.
"QIB" means a "qualified institutional buyer" as defined in
Rule 144A.
"Registration Rights Agreement" means the Registration Rights
Agreement dated May 26, 1999, among the Company, and Morgan Stanley & Co.
Incorporated, J.P. Morgan Securities Inc. and Salomon Smith Barney Inc. as the
representatives of the Initial Purchasers (as defined in the Registration Rights
Agreement).
"Registration Statement" means the Registration Statement as
defined and described in the Registration Rights Agreement.
"Regulation S" means Regulation S under the Securities Act.
"Rule 144A" means rule 144A under the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended.
"Shelf Registration Statement" has the meaning provided in the
Registration Rights Agreement.
"Transfer Restricted Notes" means Notes that bear or are
required to bear the legend set forth in Section 2.05(a) hereto.
"United States Holder" means a holder of a Note that is, for
United States Federal income tax purposes,
3
<PAGE> 5
(1) a citizen or resident of the United States;
(2) a corporation or other entity taxable as a
corporation created or organized under United States
law (Federal or state); or
(3) an estate or trust whose world-wide income is subject
to United States Federal income tax.
SECTION 2. CREATION OF SERIES OF SECURITIES. Pursuant to
Section 3.01 of the Indenture, there is hereby created a new series of
Securities designated as the "6 1/2% Notes Due 2002" limited in aggregate
principal amount to $400,000,000. The Notes shall include the Initial Notes and
the Exchange Notes, which together shall constitute one series of Securities for
purposes of the Indenture.
SECTION 3. AMENDMENTS TO ARTICLE TWO. (a) The Initial Notes
are being offered and sold by the Company pursuant to the Purchase Agreement.
Section 2.02 of Article Two of the Indenture is hereby supplemented and amended,
solely with respect to that series of Securities which consists of Notes, by
adding thereto at the end thereof the following:
"The Notes shall be substantially in the form annexed hereto
as Exhibit A. The terms and provisions contained in the form of the Notes
annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a
part of this Indenture. To the extent applicable, the Company and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby.
Notes offered and sold in reliance on Rule 144A or in reliance
on Regulation S, in each case as provided in the Purchase Agreement shall be
issued initially in the form of one or more permanent global Notes in
definitive, fully registered form without interest coupons with the global
securities legend set forth in Section 2.05(b) and the restricted securities
legend set forth in Section 2.05(a), (each, a "GLOBAL NOTE"), which shall be
deposited on behalf of the purchasers of the Initial Notes represented thereby
with the Trustee, at its New York Office, as custodian for the Depository (or
such other custodian as the Depository may direct), duly executed by the Company
and authenticated by the Trustee as herein provided. The aggregate principal
amount of the Global Notes may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depository or its
nominee, as hereinafter provided.
4
<PAGE> 6
Notes initially offered and sold to Institutional Accredited
Investors in transactions exempt from the registration requirements of the
Securities Act shall be issued in the form of certificated Notes in definitive,
fully registered form without interest coupons with the securities legend and
the restricted securities legend set forth in Section 2.05(a) hereto (the
"PHYSICAL NOTES"). Notes issued pursuant to Section 2.06 in exchange for
interests in the Global Notes shall be Physical Notes.
(b) Article Two of the Indenture is hereby supplemented and
amended, solely with respect to that series of Securities which consists of
Notes, by adding thereto at the end thereof the following new Section 2.05:
"Section 2.05. RESTRICTIVE LEGENDS. (a)(i) Except as permitted
by the following paragraphs (ii), (iii) and (iv), each Note certificate (and all
Notes issued in exchange therefor or in substitution thereof) shall bear a
legend in substantially the following form:
"THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN
THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED
INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN
AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN TWO YEARS AFTER THE
ORIGINAL ISSUANCE OF THE NOTES, RESELL OR OTHERWISE TRANSFER THIS NOTE
EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED
INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A
SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF
WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF SUCH TRANSFER IS
IN
5
<PAGE> 7
RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES AT THE TIME OF
TRANSFER OF LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE
COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT,
(D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION
FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON
TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO
YEARS AFTER THE ORIGINAL ISSUANCE OF THE NOTES, THE HOLDER MUST CHECK
THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE
MANNER OF SUCH TRANSFER AND SUBMIT THIS NOTE TO THE TRUSTEE. IF THE
PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER
MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY
SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF
THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE
TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE
THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.
THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING
RESTRICTIONS."
(ii) Upon any sale or transfer of a Transfer Restricted Note
(including any Transfer Restricted Note represented by a Global Note)
pursuant to Rule 144 under the Securities Act, the Registrar shall
permit the Holder thereof to exchange such Transfer Restricted Note for
a Note that does not bear the legend set forth above and rescind any
restriction on the transfer of such Transfer Restricted Note, if the
Holder certifies in writing to the Registrar that its request for such
exchange was made in reliance on Rule 144; PROVIDED, HOWEVER, that (1)
if such exchange occurs prior to an Exchange Offer the Registrar shall
issue an Initial Note that does not bear the legend set forth above and
(2) if such exchange occurs after an Exchange Offer, the Registrar
shall issue an Exchange Note.
(iii) After a transfer of any Initial Notes during the period
of the effectiveness of a Shelf Registration Statement with respect to
such Initial Notes all requirements pertaining to legends on such
Initial Note will cease to apply, and an Initial Note without legends
will be available to the transferee of the
6
<PAGE> 8
Holder of such Initial Notes upon exchange of such transferring
Holder's Initial Notes in the form of a Physical Notes or directions to
transfer such Holder's interest in the Global Note, as applicable.
(iv) Upon the consummation of an Exchange Offer with respect
to the Initial Notes pursuant to which Holders of such Initial Notes
are offered Exchange Notes in exchange for their Initial Notes, Initial
Notes with the restricted securities legend set forth in Section
2.05(a) will be available to Holders of such Initial Notes that do not
exchange their Initial Notes, and Exchange Notes in certificated or
global form without the restricted securities legend will be available
to Holders that exchange such Initial Notes in such Exchange Offer.
(v) Upon the consummation of an Exchange Offer, holders who
are not entitled to participate in the Exchange Offer shall be entitled
to exchange their Initial Notes for Exchange Notes in the form of
Physical Notes, PROVIDED that such Physical Notes shall bear the legend
set forth in paragraph (a)(i) of this Section and shall constitute
Transfer Restricted Notes.
(b) Each Global Note, Initial Note and Exchange Note (other
than Physical Notes), shall also bear the following legend on the face thereof:
"UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE
SHALL BE LIMITED TO TRANSFERS MADE IN
7
<PAGE> 9
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.07 OF THE
INDENTURE."
(c) OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF
NOTES.
(i) To permit registrations of transfers and exchanges, the
Company shall execute and the Trustee shall authenticate Physical Notes
and Global Notes at the Registrar's request.
(ii) No service charge shall be made for any registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any transfer tax or other governmental charge that
may be imposed in connection with any registration of transfer or
exchange of Notes other than exchanges pursuant to Sections 3.04, 4.07
or 11.04 not involving any transfer.
(iii) The Company shall not be required to (A) to issue,
register, register the transfer of or exchange any Note during a period
of 15 days preceding the selection of Notes for redemption, or (B)
register the transfer of or exchange of any Physical Note selected for
redemption in whole or in part pursuant to Article 3 of this Indenture,
except in the case of any Physical Note to be redeemed in part, the
portion thereof not to be redeemed.
(iv) Prior to the due presentation for registration of
transfer of any Note, the Company, the Trustee, the Paying Agent, the
Registrar may deem and treat the person in whose name a Note is
registered as the absolute owner of such Note for the purpose of
receiving payment of principal of and interest on such Note and for all
other purposes whatsoever, whether or not such Note is overdue, and
none of the Company, the Trustee, the Paying Agent or the Registrar
shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to
the terms of this Indenture shall evidence the same debt and shall be
entitled to the same benefits under this Indenture as the Notes
surrendered upon such transfer or exchange.
(d) NO OBLIGATION OF THE TRUSTEE.
(i) The Trustee shall have no responsibility or obligation to
any beneficial owner of a Global Note, a
8
<PAGE> 10
member of, or a participant in the Depository or other Person with
respect to the accuracy of the records of the Depository or its nominee
or of any participant or member thereof, with respect to any ownership
interest in the Notes or with respect to the delivery to any
participant, member, beneficial owner or other Person (other than the
Depository) of any notice (including any notice of redemption) or the
payment of any amount, under or with respect to such Notes. All notices
and communications to be given to the Holders and all payments to be
made to Holders under the Notes shall be given or made only to or upon
the order of the registered Holders (which shall be the Depository or
its nominee in the case of a Global Note). The rights of beneficial
owners in any Global Note shall be exercised only through the
Depository subject to the applicable rules and procedures of the
Depository. The Trustee may rely and shall be fully protected in
relying upon information furnished by the Depository with respect to
its members, participants and any beneficial owners.
(ii) The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to
any transfer of any interest in any Note (including any transfers
between or among Depository participants, members or beneficial owners
in any Global Note) other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and
to do so if and when expressly required by, the terms of this
Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof."
(c) Article Two of the Indenture is hereby supplemented and
amended, solely with respect to that series of Securities which consists of
Notes, by adding thereto at the end thereof the following new Section 2.06:
"Section 2.06. BOOK-ENTRY PROVISIONS FOR GLOBAL NOTES. (a)
This Section 2.06(a) shall apply only to a Global Note deposited with or on
behalf of the Depository. The Company shall execute and the Trustee shall, in
accordance with this Section 2.06, authenticate and deliver initially one or
more Global Notes that (i) shall be registered in the name of the Depository for
such Global Note or Global Notes or the nominee of such Depository, (ii) shall
be delivered by the Trustee to such Depository or pursuant to such Depository's
instructions or held by the
9
<PAGE> 11
Trustee as custodian for the Depository and (iii) bear legends as set forth in
Section 2.05(b).
Members of, or participants in, the Depository (the "AGENT
MEMBERS") shall have no rights under this Indenture with respect to any Global
Note held on their behalf by the Depository, or the Trustee as its custodian, or
under the Global Note and the Depository may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner of
such Global Note for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by the Depository or impair, as between the
Depository and its Agent Members, the operation of customary practices governing
the exercise of the rights of a Holder of any Note.
(b) Transfers of a Global Note shall be limited to transfers
of such Global Note in whole, but not in part, to the Depository, its successor
or their respective nominees. Interests of beneficial owners in a Global Note
may be transferred in accordance with the rules and procedures of the Depository
and the provisions of Section 2.07. In addition, Physical Notes shall be
transferred to all beneficial owners in exchange for their beneficial interests
in the Global Notes if (i) the Depository notifies the Company in writing that
it (or its nominee) is unwilling or unable to continue to act as Depository for
the Global Notes under the Exchange Act and a successor depository registered as
a clearing agency under the Exchange Act is not appointed by the Company within
90 days of such notice or (ii) at any time if the Company determines that the
Global Notes (in whole but not in part) should be exchanged for Physical Notes.
In addition to the foregoing, during the continuance of an Event of Default
holders of book-entry interests will be entitled to request and receive Physical
Notes. Such Physical Notes will be issued to and registered in the name of, or
as directed by, that person only upon the request in writing made through a
Depository participant.
(c) In connection with any transfer of a portion of the
beneficial interests in a Global Note to beneficial owners pursuant to paragraph
(b) of this Section, the Registrar shall reflect on its books and records the
date and a decrease in the principal amount of the Global Notes in an amount
equal to the principal amount of the beneficial interest in such Global Notes to
be transferred, and the Company shall execute, and the Trustee shall
authenticate and deliver, one or more Physical Notes of like tenor and amount.
(d) In connection with the transfer of the entire Global Note
to beneficial owners pursuant to clauses (i) or (ii) of paragraph (b) of this
Section, the Global Note shall be deemed to be surrendered to the Trustee for
cancelation, and the Company shall execute, and the Trustee shall authenticate
10
<PAGE> 12
and deliver, to each beneficial owner identified by the Depository in exchange
for its beneficial interest in the Global Note an equal aggregate principal
amount of Physical Notes of authorized denominations.
(e) Any Physical Note delivered in exchange for an interest in
the Global Note pursuant to paragraph (b) or (d) of this Section shall, except
as otherwise provided by paragraph (a) of Section 2.05, bear the legend
regarding transfer restrictions applicable to the Physical Note set forth in
Section 2.05.
(f) The registered holder of a Global Note may grant proxies
and otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Notes.
(g) Beneficial owners of interests in a Global Note may
receive Physical Notes (which shall bear the Private Placement Legend if
required by Section 2.05) in accordance with the procedures of the Depository.
In connection with the execution, authentication and delivery of such Physical
Notes, the Registrar shall reflect on its books and records a decrease in the
principal amount of the Global Note equal to the principal amount of such
Physical Notes and the Company shall execute and the Trustee shall authenticate
and deliver one or more Physical Notes having an equal aggregate principal
amount.
(i) CANCELLATION OR ADJUSTMENT OF GLOBAL NOTE. At such time as
all beneficial interests in a Global Note have either been exchanged for
Physical Notes, redeemed, repurchased or canceled, such Global Note shall be
returned to the Depository for cancellation or retained and canceled by the
Trustee. At any time prior to such cancellation, if any beneficial interest in a
Global Note is exchanged for Physical Notes, redeemed, repurchased or canceled,
the principal amount of Notes represented by such Global Note shall be reduced
and an adjustment shall be made on the books and records of the Trustee with
respect to such Global Note, by the Trustee to reflect such reduction."
11
<PAGE> 13
(d) Article Two of the Indenture is hereby supplemented and
amended, solely with respect to that series of Securities which consists of
Notes, by adding thereto at the end thereof the following new Section 2.07:
"Section 2.07. TRANSFER AND EXCHANGE. (a) TRANSFER AND
EXCHANGE OF GLOBAL NOTES. (i) The transfer and exchange of Global Notes or
beneficial interests therein shall be effected through the Depository, in
accordance with this Indenture (including applicable restrictions on transfer
set forth herein, if any) and the procedures of the Depository therefor. A
transferor of a beneficial interest in a Global Note shall deliver to the
Registrar a written order given in accordance with the Depository's procedures
containing information regarding the participant account of the Depository to
credited with a beneficial interest in the Global Note. The Registrar shall, in
accordance with such instructions, instruct the Depository to credit to the
account of the Person specified in such instructions a beneficial interest in
the Global Note and to debit the account of the Person making the transfer the
beneficial interest in the Global Note being transferred.
(ii) Notwithstanding any other provisions of this Supplemental
Indenture (other than the provisions set forth in Section 2.06(b)), a
Global Note may not be transferred as a whole except by the Depository
to a nominee of the Depository or by a nominee of the Depository to the
Depository or another nominee of the Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such
successor Depository.
(iii) In the event that a Global Note is exchanged for
Physical Notes pursuant to Section 2.06(b), prior to the consummation
of an Exchange Offer or the effectiveness of a Shelf Registration
Statement with respect to such Notes, such Notes may be exchanged only
in accordance with such procedures as are substantially consistent with
the provisions of this Section 2.07 (including the certification
requirements set forth on the reverse of the Initial Notes intended to
ensure that such transfers comply with Rule 144A, Regulation D or
Regulation S, as the case may be) and such other procedures as may from
time to time be adopted by the Company.
(b) GENERAL. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such a Note acknowledges the restrictions on
transfer of such Note
12
<PAGE> 14
set forth in this Indenture and in the Private Placement Legend and agrees that
it will transfer such Note only as provided in this Indenture. The Registrar
shall not register a transfer of any Note unless such transfer complies with the
restrictions on transfer of such Note set forth in this Indenture. In connection
with any transfer of Notes, each Holder agrees by its acceptance of the Notes to
furnish the Registrar or the Company such certifications, legal opinions or
other information as either of them may reasonably require to confirm that such
transfer is being made pursuant to an exemption from, or a transaction not
subject to, the registration requirements of the Securities Act; provided that
the Registrar shall not be required to determine (but may conclusively rely on a
determination made by the Company with respect to) the sufficiency of any such
certifications, legal opinions or other information.
The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 3.05 or this Section
2.07 in accordance with its customary procedures. The Company shall have the
right to inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Registrar."
SECTION 4. AMENDMENT TO ARTICLE THREE. The third paragraph of
Section 3.05 of Article Three of the Indenture is hereby supplemented and
amended, solely with respect to that series of Securities which consists of
Notes, to read in its entirety as follows:
"Subject to Sections 2.06 and 2.07, at the option of the
Holder, Securities of any series may be exchanged for other Securities
of such series of any authorized denominations, of a like aggregate
principal amount and Stated Maturity and of like tenor and terms
(including an exchange of Initial Notes for Exchange Notes), upon
surrender of the Securities to be exchanged at such office or agency.
Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Securityholder making the exchange is entitled to
receive; PROVIDED, that no exchanges of Initial Notes for Exchange
Notes shall occur until a Registration Statement shall have been
declared effective by the Commission (confirmed in an Officers'
Certificate delivered to the Trustee) and that any Initial Notes that
are exchanged for Exchange Notes shall be canceled by the Trustee."
13
<PAGE> 15
SECTION 5. AMENDMENTS TO ARTICLE FOUR. (a) Article Four of the
Indenture is hereby supplemented and amended, solely with respect to that series
of Securities which consists of Notes, by adding thereto at the end thereof the
following new Section 4.09:
"Section 4.09. PAYMENT OF ADDITIONAL AMOUNTS. The Company
will, subject to the exceptions and limitations set forth below, pay as
additional interest on the Notes such additional amounts as are necessary in
order that the net payment by the Company or a paying agent of the principal of
and interest on the Notes to a Foreign Holder, after deduction or withholding
for any present or future tax, assessment or governmental charge of the United
States or a political subdivision or taxing authority thereof or therein,
imposed by withholding with respect to the payment, will not be less than the
amount provided in the Notes to be then due and payable; PROVIDED, HOWEVER, that
the foregoing obligation to pay additional amounts shall not apply:
1. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the Holder, or a fiduciary,
settlor, beneficiary, member or shareholder of the Holder if
the Holder is an estate, trust, partnership or corporation, or
a person holding a power over an estate or trust administered
by a fiduciary holder, considered as:
a. being or having been present or engaged in a trade or
business in the United States or having or having had
a permanent establishment in the United States;
b. having a current or former relationship with the
United States, including a relationship as a citizen
or resident thereof;
c. being or having been a foreign or domestic personal
holding company, a passive foreign investment company
or a controlled foreign corporation with respect to
the United States or a corporation that has
accumulated earnings to avoid United States federal
income tax; or
d. being or having been a "10-percent shareholder" of
the Company as defined in section 871(h)(3) of the
United States Internal Revenue Code of 1986, as
amended, (the "Code") or any successor provision;
14
<PAGE> 16
2. to any Holder that is not the sole beneficial owner of the
Notes, or a portion thereof, or that is a fiduciary or
partnership, but only to the extent that a beneficiary or
settlor with respect to the fiduciary or a beneficial owner or
member of the partnership would not have been entitled to the
payment of an additional amount had the beneficiary, settlor,
beneficial owner or member received directly its beneficial or
distributive share of the payment;
3. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the failure of the Holder or any
other person to comply with certification, identification or
information reporting requirements concerning the nationality,
residence, identity or connection with the United States of
the Holder or beneficial owner of such Notes, if compliance is
required by statute, by regulation of the United States
Treasury Department or by an applicable income tax treaty to
which the United States is a party as a precondition to
exemption from, or reduction of, such tax, assessment or other
governmental charge;
4. to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Company or a paying agent
from the payment;
5. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes
effective more than 15 days after the payment becomes due or
is duly provided for, whichever occurs later;
6. to an estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or a similar tax, assessment
or governmental charge;
7. to any tax, assessment or other governmental charge required
to be withheld by any paying agent from any payment of
principal of or interest on any Notes, if such payment can be
made without such withholding by any other paying agent; or
8. in the case of any combination of items "1." - "7."
15
<PAGE> 17
The Notes are subject in all cases to any tax, fiscal or other
law or regulation or administrative or judicial interpretation applicable
thereto. Except as specifically provided under this Section 4.09, the Company
shall not be required to make any payment with respect to any tax, assessment or
governmental charge imposed by any government or a political subdivision or
taxing authority thereof or therein."
(b) Article Four of the Indenture is hereby supplemented and amended,
solely with respect to that series of Securities which consists of Notes, by
adding thereto at the end thereof the following new Section 4.10:
"SECTION 4.10. REDEMPTION. If (a) as a result of any change
in, or amendment to, the laws (or any regulations or rulings promulgated
thereunder) of the United States (or any political subdivision or taxing
authority thereof or therein), or any change in, or amendments to, the official
position regarding the application or interpretation of such laws, regulations
or rulings, which change or amendment is announced or becomes effective on or
after May 26, 1999, the Company becomes or will become obligated to pay
additional amounts as described under Section 4.09 above, or (b) any act is
taken by a taxing authority of the United States on or after May 26, 1999,
whether or not such act is taken with respect to the Company or any affiliate,
that results in a substantial probability that the Company will or may be
required to pay such additional amounts, then the Company may, at its option,
redeem, as a whole, but not in part, the Notes on not less than 30 nor more than
60 days' prior notice, at a redemption price equal to 100% of their principal
amount, together with interest accrued but unpaid thereon to the date fixed for
redemption; provided that the Company determines, in its business judgment, that
the obligation to pay such additional amounts cannot be avoided by the use of
reasonable measures available to it, not including substitution of the obligor
under the Notes. No redemption pursuant to (b) above may be made unless the
Company shall have received an opinion of independent counsel to the effect that
an act taken by a taxing authority of the United States results in a substantial
probability that it will or may be required to pay the additional amounts
described in Section 4.09 and the Company shall have delivered to the Trustee a
certificate, signed by a duly authorized officer, stating that based on such
opinion, the Company is entitled to redeem the Notes pursuant to their terms."
SECTION 6. THIS SECOND SUPPLEMENTAL INDENTURE. This Second
Supplemental Indenture and the Exhibits hereto
16
<PAGE> 18
shall be construed as supplemental to the Indenture and shall form a part of it,
and the Indenture is hereby incorporated by reference herein and each is hereby
ratified, approved and confirmed.
SECTION 7. GOVERNING LAW. THIS SECOND SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
SECTION 8. COUNTERPARTS. This Second Supplemental Indenture
may be executed in any number of counterparts, each of which shall be an
original; but such counterparts shall together constitute but one and the same
instrument.
SECTION 9. HEADINGS. The headings of this Second Supplemental
Indenture are for reference only and shall not limit or otherwise affect the
meaning hereof.
SECTION 10. TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals
herein contained are made by the Company, and not by the Trustee, and the
Trustee assumes no responsibility for the correctness thereof. The Trustee shall
not be responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Second Supplemental Indenture.
SECTION 11. SEVERABILITY. In case any one or more of the
provisions contained in this Second Supplemental Indenture or in the Securities
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provisions of the Second Supplemental Indenture or of the Securities, but
this Second Supplemental Indenture and the Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.
17
<PAGE> 19
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed by their respective authorized
officers as of the date first written above.
TRW Inc.,
by
/s/ William B. Lawrence
-------------------------------------
Name: William B. Lawrence
Title: Executive Vice President,
General Counsel and Secretary
THE CHASE MANHATTAN BANK, as Trustee,
by
/s/ R. J. Halleran
-------------------------------------
Name: R. J. Halleran
Title: Second Vice President
18
<PAGE> 20
EXHIBIT A
[FORM OF FACE OF INITIAL NOTE]
[INSERT APPROPRIATE LEGEND]
TRW INC.
6 1/2% Notes Due 2002
[CUSIP] [ISIN] [COMMON CODE]
No. $[ ]
TRW INC., an Ohio corporation (the "Company", which term
includes any successor under the Indenture hereinafter referred to), for value
received, promises to pay to [ ], or its registered assigns, the principal sum
of [ ] Dollars ($[ ]) on June 1, 2002.
Interest Payment Dates: June 1 and December 1, commencing
December 1, 1999.
Regular Record Dates: May 15 and November 15.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Capitalized terms used herein and not defined herein have the
meanings ascribed thereto in the Indenture dated as of May 1, 1986 (the
"Original Indenture"), as supplemented and amended by the First Supplemental
Indenture, dated as of August 24, 1989, and the Second Supplemental Indenture
dated as of June 2, 1999 (collectively, the "Supplemental Indentures"; the
Original Indenture, as amended by the Supplemental Indentures is hereinafter
referred to as the "Indenture"). This Note is one of the series of Securities of
the Company issued pursuant to the Indenture and is designated as the 6 1/2%
Notes Due 2002 (hereinafter referred to as the "Notes"), limited in aggregate
principal amount to $400,000,000.
<PAGE> 21
IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by
facsimile by its duly authorized officers under its corporate seal.
Date: TRW INC.
By:
-------------------------
[SEAL]
Attest:
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:
----------------------------------
<PAGE> 22
[FORM OF REVERSE SIDE OF INITIAL NOTE]
TRW INC.
6 1/2% Notes Due 2002
1. PRINCIPAL AND INTEREST.
TRW Inc., a corporation duly organized and existing under the
laws of the State of Ohio (herein called the "Company", which term includes any
successor Person under the Indenture herein after referred to), for value
received, hereby promises to pay __________, or its registered assigns, the
principal sum of $ Dollars [($ )] (the "Principal Amount"), on June 1, 2002, and
to pay interest on the Principal Amount at the rate of 6 1/2% per annum (the
"Specified Rate"); provided, however, that if a Registration Default (as defined
in the Registration Rights Agreement) occurs, additional interest will accrue on
this Note at a rate of .25% per annum (the "Additional Interest") from and
including the date on which such Registration Default shall occur to but
excluding the date on which all Registration Defaults have been cured. The
Company will pay interest semiannually in arrears on December 1 and June 1 of
each year (each an "Interest Payment Date") commencing on December 1, 1999.
Interest on the Notes shall accrue from June 2, 1999, or the most recent date to
which interest has been paid. Interest shall be computed on the basis of a
360-day year of twelve 30-day months. The interest payment at the Stated
Maturity of the Principal Amount will include interest accrued to but excluding
the date of such Stated Maturity and will be payable to the person to whom
principal is payable.
If the Principal Amount of, and any accrued interest on, the
Notes is declared due and payable as provided in Section 9, the Company shall
pay interest on the overdue Principal Amount at a rate per annum equal to the
Specified Rate, and it shall pay interest on overdue installments of interest at
the same rate (to the extent that payment of such interest shall be legally
enforceable). Such interest shall accrue from the date such overdue amount was
due to the date payment of such amount, including interest thereon, has been
made or duly provided for.
Any amounts of Additional Interest due hereunder will be
payable in cash, on the same original payment dates as other interest due on
this Note. The amount of Additional Interest due on this Note will be determined
by multiplying the applicable Additional Interest rate by the
<PAGE> 23
outstanding principal amount of this Note, multiplied by a fraction, the
numerator of which is the number of days such Additional Interest rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months), and the denominator of which is 360.
If the Company defaults in a payment of interest on the Notes,
it shall pay the defaulted interest, plus (to the extent that the payment of
such interest shall be legally enforceable), any interest payable on the
defaulted interest, to the persons who are Holders on a subsequent Special
Record Date. Such date shall be at least ten (10), and no more than fifteen (15)
days before the payment date. The Company shall fix or cause to be fixed the
Special Record Date and the payment date. At least ten (10) calendar days before
the special record date, the Company shall mail or cause to be mailed to each
Holder a notice that states the Special Record Date, the payment date and the
amount of defaulted interest to be paid.
The Company shall pay interest on the Notes (except defaulted
interest) to the Persons in whose names the Notes are registered at the close of
business on the May 15 or November 15 next preceding the Interest Payment Date
(the "Regular Record Date") on the register kept by or on behalf of the Company
for that purpose, even if Notes are canceled after such record date and on or
before the Interest Payment Date. Holders must surrender Notes to the Trustee
(or as otherwise specified in the applicable Company Notice (as defined in
Paragraph 7)) to collect principal payments.
2. PAYING AGENT AND REGISTRAR.
Initially, the Trustee will be the Paying Agent and the
Registrar with respect to this Note. The Company reserves the right at any time
to vary or terminate the appointment of any Paying Agent or Registrar, to
appoint additional or other Paying Agents and other Registrars and to approve
any change in the office through which any Paying Agent or Registrar acts;
PROVIDED that there will at all times be a Paying Agent in The City of New York.
3. INDENTURE; LIMITATIONS.
This Note is one of the duly authorized issue of senior Notes,
notes, bonds or other evidences of indebtedness of the Company, of the series
herein specified, all issued or to be issued under and pursuant to the
Indenture, to which reference is hereby made for a statement of the rights,
limitations of rights, obligations, duties
<PAGE> 24
and immunities thereunder of the Trustee and any agent of the Trustee, any
Paying Agent, the Company and the Holders of the Securities and the terms upon
which the Securities are issued and are to be authenticated and delivered.
The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may
have different conversion prices or exchange provisions (if any), may be subject
to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any), may be subject to different
covenants and Events of Default and may otherwise vary as provided or permitted
in the Indenture. This Note is one of the series of Securities of the Company
issued pursuant to the Indenture and is designated as the 6 1/2% Notes Due 2002,
limited in aggregate principal amount to $400,000,000. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended, and the Securities Act
of 1933, as amended. The Notes are subject to all such terms and Holders are
referred to the Indenture and the Trust Indenture Act of 1939, as amended, for a
statement of those terms. Capitalized terms used but not defined in the Notes
have the meanings ascribed to them in the Indenture.
4. Reserved.
5. PAYMENT OF ADDITIONAL AMOUNTS.
The Company will, subject to the exceptions and limitations
set forth below, pay as additional interest on the Notes such additional amounts
as are necessary in order that the net payment by the Company or a paying agent
of the principal of and interest on the Notes to a Foreign Holder, after
deduction or withholding for any present or future tax, assessment or
governmental charge of the United States or a political subdivision or taxing
authority thereof or therein, imposed by withholding with respect to the
payment, will not be less than the amount provided in the Notes to be then due
and payable; PROVIDED, HOWEVER, that the foregoing obligation to pay additional
amounts shall not apply:
1. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the Holder, or a fiduciary,
settlor, beneficiary, member or shareholder of the Holder if
the Holder is an estate, trust, partnership or corporation, or
a person holding a power over an estate or
<PAGE> 25
trust administered by a fiduciary holder, considered as:
a. being or having been present or engaged in a trade or
business in the United States or having or having had
a permanent establishment in the United States;
b. having a current or former relationship with the
United States, including a relationship as a citizen
or resident thereof;
c. being or having been a foreign or domestic personal
holding company, a passive foreign investment company
or a controlled foreign corporation with respect to
the United States or a corporation that has
accumulated earnings to avoid United States federal
income tax; or
d. being or having been a "10-percent shareholder" of
the Company as defined in section 871(h)(3) of the
United States Internal Revenue Code of 1986, as
amended, (the "Code") or any successor provision;
2. to any Holder that is not the sole beneficial owner of the
Notes, or a portion thereof, or that is a fiduciary or
partnership, but only to the extent that a beneficiary or
settlor with respect to the fiduciary or a beneficial owner or
member of the partnership would not have been entitled to the
payment of an additional amount had the beneficiary, settlor,
beneficial owner or member received directly its beneficial or
distributive share of the payment;
3. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the failure of the Holder or any
other person to comply with certification, identification or
information reporting requirements concerning the nationality,
residence, identity or connection with the United States of
the Holder or beneficial owner of such Notes, if compliance is
required by statute, by regulation of the United States
Treasury Department or by an applicable income tax treaty to
which the United States is a party as a precondition to
exemption from, or reduction of, such tax, assessment or other
governmental charge;
<PAGE> 26
4. to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Company or a paying agent
from the payment;
5. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes
effective more than 15 days after the payment becomes due or
is duly provided for, whichever occurs later;
6. to an estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or a similar tax, assessment
or governmental charge;
7. to any tax, assessment or other governmental charge required
to be withheld by any paying agent from any payment of
principal of or interest on any Notes, if such payment can be
made without such withholding by any other paying agent; or
8. in the case of any combination of items "1." - "7."
The Notes are subject in all cases to any tax, fiscal or other
law or regulation or administrative or judicial interpretation applicable
thereto. Except as specifically provided above, the Company shall not be
required to make any payment with respect to any tax, assessment or governmental
charge imposed by any government or a political subdivision or taxing authority
thereof or therein.
6. REDEMPTION FOR TAXES.
If (a) as a result of any change in, or amendment to, the laws
(or any regulations or rulings promulgated thereunder) of the United States (or
any political subdivision or taxing authority thereof or therein), or any change
in, or amendments to, the official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
is announced or becomes effective on or after May 26, 1999, the Company becomes
or will become obligated to pay additional amounts as described above, or (b)
any act is taken by a taxing authority of the United States on or after May 26,
1999, whether or not such act is taken with respect to the Company or any
affiliate, that results in a substantial probability that the Company will or
may be required to pay such additional amounts, then the Company may, at its
option, redeem, as a whole, but not in part, the Notes on not less
<PAGE> 27
than 30 nor more than 60 days' prior notice, at a redemption price equal to 100%
of their principal amount, together with interest accrued but unpaid thereon to
the date fixed for redemption; provided that the Company determines, in its
business judgment, that the obligation to pay such additional amounts cannot be
avoided by the use of reasonable measures available to it, not including
substitution of the obligor under the Notes. No redemption pursuant to (b) above
may be made unless the Company shall have received an opinion of independent
counsel to the effect that an act taken by a taxing authority of the United
States results in a substantial probability that it will or may be required to
pay the additional amounts described above and the Company shall have delivered
to the Trustee a certificate, signed by a duly authorized officer, stating that
based on such opinion, the Company is entitled to redeem the Notes pursuant to
their terms.
7. REDEMPTION PROCEDURE.
If the Company wishes to redeem the Notes in whole or in part,
then the Company shall give notice in the manner provided in the Indenture that
is not less than thirty (30) nor more than sixty (60) days prior to the
Redemption Date (the "Company Notice") which includes the following information:
(i) the Redemption Date; (ii) the Redemption Price; (iii) if less than all
Outstanding Securities of any series are to be redeemed, the identification
(and, in the case of partial redemption, the respective principal amounts) of
the Securities to be redeemed from the Holder to whom the notice is given; (iv)
that on the Redemption Date the Redemption Price will become due and payable
upon each such Security (including applicable interest thereon, if any), and
that interest, if any, thereon shall cease to accrue on said date; (v) the place
where such Securities and coupons, if any, are to be surrendered for payment of
the Redemption Price, which shall be the office or agency of the Company in the
Place of Payment; and (vi) that the redemption is on account of a sinking fund,
if that be the case.
Notice of redemption of Securities to be redeemed shall be
given by the Company or, on Company Order, by the Trustee in the name and at the
expense of the Company.
8. DENOMINATIONS; TRANSFER; EXCHANGE.
The Notes are issuable in registered form without coupons, in
denominations of $1,000 and integral multiples thereof. Notes may be exchanged
for a like aggregate principal amount of Notes of other authorized denominations
<PAGE> 28
at the office or agency of the Company in the Borough of Manhattan, The City of
New York, and in the manner and subject to the limitations provided in the
Indenture.
Upon due presentment for registration of transfer of this Note
at the office or agency of the Company in the Borough of Manhattan, The City of
New York, a new Note or Notes of authorized denominations for a like aggregate
principal amount will be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture.
No service charge shall be made for any such transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax, assessment or other governmental charge payable in connection therewith.
Subject to the provisions of the Indenture, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Note is registered as the owner hereof for all purposes, whether
or not this Note is overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.
9. DEFEASANCE.
As provided in the Indenture and subject to the satisfaction
of certain conditions set forth therein, at the Company's option, either (i) the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by, and the obligations under, the Securities of any series and to
have satisfied all the obligations (with certain exceptions) under the Indenture
relating to the Securities of such series or (ii) the Company shall cease to be
under any obligation to comply with any term, provision or condition of certain
restrictive covenants under the Indenture or of any provisions set forth, with
respect to the Securities of such series, in any additions or changes to or
deletions from the covenants and Events of Default under the Indenture in the
Board Resolutions or supplemental indenture with respect to the Securities of
such series.
10. AMENDMENT; SUPPLEMENT; WAIVER.
The Indenture permits, with certain exceptions as therein
provided, the Company and the Trustee to enter into supplemental indentures to
the Indenture for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of modifying in
any manner the rights of the Holders of the
<PAGE> 29
Securities of each series under the Indenture with the consent of the Holders of
not less than 66 2/3% in aggregate principal amount of the Securities at the
time Outstanding of each series to be affected thereby on behalf of the Holders
of all Securities of such series.
11. DEFAULTS AND REMEDIES.
If an Event of Default with respect to the Notes shall have
occurred and be continuing, the Principal Amount of the Notes and all accrued
and unpaid interest thereon may be declared due and payable in the manner and
with the effect provided in the Indenture.
12. AUTHENTICATION.
Unless the certificate of authentication on any Notes has been
manually executed by or on behalf of the Trustee under the Indenture, such Notes
shall not be entitled to any benefits under the Indenture or be valid or
obligatory for any purpose.
13. EXCHANGE OFFER; REGISTRATION RIGHTS.
[To be included in Notes other than (x) Exchange Notes and (y)
Notes sold pursuant to a Shelf Registration Statement.]
Pursuant to a Registration Rights Agreement among the Company
and the Initial Purchasers (as defined in the Purchase Agreement), the Company
has agreed that it will file with the Securities and Exchange Commission (the
"Commission") and use its reasonable best efforts to cause to become effective a
registration statement (the "Registration Statement") with respect to an issue
of Notes identical in all material respects to the Notes (the "Exchange Notes")
and, upon becoming effective, to offer the Holders of the Notes the opportunity
to exchange their Notes for the Exchange Notes (the "Exchange Offer"). In the
event that due to a change in current interpretations by the Commission, the
Company is not permitted to effect such Exchange Offer, the Company will instead
file a registration statement covering resales by the holders of Notes (a "Shelf
Registration Statement") and will use its reasonable best efforts to cause such
Shelf Registration Statement to become effective and to keep such Shelf
Registration Statement effective for two years from the Notes Closing Date;
provided that TRW will under certain circumstances be entitled to suspend the
availability of the Shelf Registration Statement. The Company shall, in the
event a Shelf Registration Statement is filed, provide to each
<PAGE> 30
Holder of the Notes a copy of the prospectus and notify each such Holder when
the Shelf Registration Statement has become effective. A Holder that sells Notes
pursuant to a Shelf Registration Statement generally will be required to be
named as a selling security holder in the related prospectus and to deliver a
current prospectus to purchasers, and will be subject to certain of the civil
liability provisions under the Securities Act of 1933, as amended in connection
with such sales. The Exchange Notes will be issued (i) under the Indenture or
(ii) under an indenture substantially similar to the Indenture, which, in either
event, will provide that the Exchange Notes will not be subject to the transfer
restrictions described in the Indenture.
If the Company effects the Exchange Offer, the Company will be
entitled to close the Exchange Offer provided that the Company has accepted all
Notes theretofore validly tendered in accordance with the terms of the Exchange
Offer. Any Additional Interest on the Initial Notes accrued but not paid prior
to the Exchange Offer shall be payable on the Exchange Notes. Notes not tendered
in the Exchange Offer shall bear interest at the same rates in effect at the
time of issuance of the Notes.
14. OBLIGATION TO PAY INTEREST ABSOLUTE.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the Principal Amount and any premium
of and any interest on the Notes at the place, rate and respective times and in
the coin or currency prescribed herein and in the Indenture.
15. HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT.
Each Holder of a Note, by acceptance thereof, acknowledges and
agrees to the provisions of the Registration Rights Agreement, including,
without limitation, the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided
therein.
16. GOVERNING LAW.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICT OF LAWS.
<PAGE> 31
17. ABBREVIATIONS.
Customary abbreviations may be used in the name of a Holder or
an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors
Act).
The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to TRW Inc.,
1900 Richmond Road, Cleveland, Ohio 44124, Attention of Secretary.
<PAGE> 32
[FORM OF TRANSFER NOTICE]
- --------------------------------------------------------------------------------
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
-----------------------------------------------------
(Print or type assignee's name, address and zip code)
-----------------------------------------------------
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint _______________ agent to transfer this Note on the books
of the Company. The agent may substitute another to act for him.
- --------------------------------------------------------------------------------
Date: ________________ Your Signature: _____________________
- --------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Note.
In connection with any transfer of any of the Notes evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act after the later of the date of original issuance
of such Notes and the last date, if any, on which such Notes were owned by the
Company or any Affiliate of the Company, the undersigned confirms that without
utilizing any general solicitation or general advertising such Notes are being
transferred in accordance with its terms:
CHECK ONE BOX BELOW
(1) [ ] to the Company; or
(2) [ ] pursuant to an effective registration statement under
the Securities Act of 1933; or
(3) [ ] to a "qualified institutional buyer" (as defined in
Rule 144A under the Securities Act of 1933) that
purchases for its own account
<PAGE> 33
or for the account of a qualified institutional buyer
to whom notice is given that such transfer is being
made in reliance on Rule 144A, in each case pursuant
to and in compliance with Rule 144A under the
Securities Act of 1933; or
(4) [ ] outside the United States in an offshore transaction
within the meaning of Regulation S under the
Securities Act in compliance with Rule 904 under the
Securities Act of 1933;
(5) [ ] inside the United States to an institutional
"accredited investor" (as defined in Rule 501(a)(i),
(2), (3) or (7) of Regulation D under the Securities
Act) that purchases for its own account or for one or
more accounts (each of which is an institutional
"accredited investor") as to each of which it
exercises sole investment discretion; or
(6) [ ] pursuant to another available exemption from
registration provided by Rule 144 under the
Securities Act of 1933.
Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate in the name of any person other than the
registered holder thereof; PROVIDED, HOWEVER, that if box (4), (5) or (6) is
checked, the Trustee may require, prior to registering any such transfer of the
Notes, such legal opinions, certifications and other information as the Company
has reasonably requested to confirm that such transfer is being made pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933.
--------------------------
Signature
--------------------------
Signature
<PAGE> 34
- --------------------------------------------------------------------------------
TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.
Dated:
---------------- -------------------------------
NOTICE: To be executed by
an executive officer
TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED
The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and/or any such account falls within the
definition of the term non-U.S. person set forth in Regulation S of the
Securities Act of 1933, as amended, and is aware that the sale to it is being
made in reliance on Regulation S. The undersigned further represents and
warrants that the transfer of this Note was made in an offshore transaction
within the meaning of Regulation S.
Dated:
---------------- -------------------------------
NOTICE: To be executed by
an executive officer
TO BE COMPLETED BY PURCHASER IF (5) ABOVE IS CHECKED
The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is an institutional
"accredited investor" within the meaning of Rule 501(a)(i), (2), (3) or (7) of
Regulation D under the Securities Act of 1933, as amended, and is aware that
the sale to it is being made in
<PAGE> 35
reliance on the safe harbor provision set forth in Regulation D and acknowledges
that it has such knowledge and experience in financial and business matters a to
be capable of evaluating the merits and risks of its investment in the Notes and
any accounts for which it is acting are each able to bear the economic risk of
its or their investment and that it is aware that the transfer or is relying
upon the undersigned's foregoing representations.
Dated:
---------------- -------------------------------
NOTICE: To be executed by
an executive officer
<PAGE> 36
[FORM OF FACE OF EXCHANGE NOTE]
[INSERT APPROPRIATE LEGEND]
TRW INC.
6 1/2% Notes Due 2002
[CUSIP] [ISIN] [COMMON CODE]
No. $[ ]
TRW INC., an Ohio corporation (the "Company", which term
includes any successor under the Indenture hereinafter referred to), for value
received, promises to pay to [ ], or its registered assigns, the principal sum
of [ ] Dollars ($[ ]) on June 1, 2002.
Interest Payment Dates: June 1 and December 1, commencing
December 1, 1999.
Regular Record Dates: May 15 and November 15.
Reference is hereby made to the further provisions of this
Exchange Note set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
Capitalized terms used herein and not defined herein have the
meanings ascribed thereto in the Indenture dated as of May 1, 1986 (the
"Original Indenture"), as supplemented and amended by the First Supplemental
Indenture, dated as of August 24, 1989, and the Second Supplemental Indenture
dated as of June 2, 1999 (collectively, the "Supplemental Indentures"; the
Original Indenture, as amended by the Supplemental Indentures is hereinafter
referred to as the "Indenture"). This Exchange Note is one of the series of
Securities of the Company issued pursuant to the Indenture and is designated as
the 6 1/2% Exchange Notes Due 2002 (hereinafter referred to as the "Exchange
Notes"), limited in aggregate principal amount to $400,000,000.
<PAGE> 37
IN WITNESS WHEREOF, the Company has caused this Exchange Note
to be signed manually or by facsimile by its duly authorized officers under its
corporate seal.
Date: TRW INC.
By:
------------------------------
[SEAL]
Attest:
- -------------------------------
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:
---------------------------
<PAGE> 38
[FORM OF REVERSE SIDE OF EXCHANGE NOTE]
TRW INC.
6 1/2% Notes Due 2002
1. PRINCIPAL AND INTEREST.
TRW Inc., a corporation duly organized and existing under the
laws of the State of Ohio (herein called the "Company", which term includes any
successor Person under the Indenture herein after referred to), for value
received, hereby promises to pay _____________, or its registered assigns, the
principal sum of $ Dollars [($ )] (the "Principal Amount"), on June 1, 2002, and
to pay interest on the Principal Amount at the rate of 6 1/2% per annum (the
"Specified Rate"); [provided, however, that if a Registration Default (as
defined in the Registration Rights Agreement) has occurred, additional interest
will be payable on this Note at a rate of .25% per annum (the "Additional
Interest") from and including the date on which such Registration Default
occurred to but excluding the date on which all Registration Defaults were cured
if such Additional Interest was not paid prior to the date on which the Initial
Note was exchanged for this Exchange Note.(1)] The Company will pay interest
semiannually in arrears on December 1 and June 1 of each year (each an "Interest
Payment Date") commencing on December 1, 1999. Interest on the Exchange Notes
shall accrue from June 2, 1999, or the most recent date to which interest has
been paid. Interest shall be computed on the basis of a 360-day year of twelve
30-day months. The interest payment at the Stated Maturity of the Principal
Amount will include interest accrued to but excluding the date of such Stated
Maturity and will be payable to the person to whom principal is payable.
If the Principal Amount of, and any accrued interest on, the
Exchange Notes is declared due and payable as provided in Section 9, the Company
shall pay interest on the overdue Principal Amount at a rate per annum equal to
the Specified Rate, and it shall pay interest on overdue installments of
interest at the same rate (to the extent that payment of such interest shall be
legally enforceable).
- ------------
1 Insert if at the time of issuance of the Exchange Note Additional Interest
has accrued on the Initial Note but has not been paid prior to the date the
Initial Note was exchanged for the Exchange Note.
<PAGE> 39
Such interest shall accrue from the date such overdue amount was due to the date
payment of such amount, including interest thereon, has been made or duly
provided for.
If the Company defaults in a payment of interest on the
Exchange Notes, it shall pay the defaulted interest, plus (to the extent that
the payment of such interest shall be legally enforceable), any interest payable
on the defaulted interest, to the persons who are Holders on a subsequent
Special Record Date. Such date shall be at least ten (10), and no more than
fifteen (15) days before the payment date. The Company shall fix or cause to be
fixed the Special Record Date and the payment date. At least ten (10) calendar
days before the special record date, the Company shall mail or cause to be
mailed to each Holder a notice that states the Special Record Date, the payment
date and the amount of defaulted interest to be paid.
The Company shall pay interest on the Exchange Notes (except
defaulted interest) to the Persons in whose names the Exchange Notes are
registered at the close of business on the May 15 or November 15 next preceding
the Interest Payment Date (the "Regular Record Date") on the register kept by or
on behalf of the Company for that purpose, even if Exchange Notes are canceled
after such record date and on or before the Interest Payment Date. Holders must
surrender Exchange Notes to the Trustee (or as otherwise specified in the
applicable Company Notice (as defined in Paragraph 7)) to collect principal
payments.
2. PAYING AGENT AND REGISTRAR.
Initially, the Trustee will be the Paying Agent and the
Registrar with respect to this Exchange Note. The Company reserves the right at
any time to vary or terminate the appointment of any Paying Agent or Registrar,
to appoint additional or other Paying Agents and other Registrars and to approve
any change in the office through which any Paying Agent or Registrar acts;
PROVIDED that there will at all times be a Paying Agent in The City of New York.
3. INDENTURE; LIMITATIONS.
This Exchange Note is one of the duly authorized issue of
senior Notes, notes, bonds or other evidences of indebtedness of the Company, of
the series herein specified, all issued or to be issued under and pursuant to
the Indenture, to which reference is hereby made for a statement of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee and any agent of the Trustee, any Paying Agent, the Company and the
Holders
<PAGE> 40
of the Securities and the terms upon which the Securities are issued and are to
be authenticated and delivered.
The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may
have different conversion prices or exchange provisions (if any), may be subject
to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any), may be subject to different
covenants and Events of Default and may otherwise vary as provided or permitted
in the Indenture. This Exchange Note is one of the series of Securities of the
Company issued pursuant to the Indenture and is designated as the 6 1/2% Notes
Due 2002, limited in aggregate principal amount to $400,000,000. The terms of
the Exchange Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended, and
the Securities Act of 1933, as amended. The Exchange Notes are subject to all
such terms and Holders are referred to the Indenture and the Trust Indenture Act
of 1939, as amended, for a statement of those terms. Capitalized terms used but
not defined in the Exchange Notes have the meanings ascribed to them in the
Indenture.
4. Reserved.
5. PAYMENT OF ADDITIONAL AMOUNTS.
The Company will, subject to the exceptions and limitations
set forth below, pay as additional interest on the Notes such additional amounts
as are necessary in order that the net payment by the Company or a paying agent
of the principal of and interest on the Notes to a Foreign Holder, after
deduction or withholding for any present or future tax, assessment or
governmental charge of the United States or a political subdivision or taxing
authority thereof or therein, imposed by withholding with respect to the
payment, will not be less than the amount provided in the Notes to be then due
and payable; PROVIDED, HOWEVER, that the foregoing obligation to pay additional
amounts shall not apply:
1. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the Holder, or a fiduciary,
settlor, beneficiary, member or shareholder of the Holder if
the Holder is an estate, trust, partnership or corporation, or
a person holding a power over an estate or trust administered
by a fiduciary holder, considered as:
<PAGE> 41
a. being or having been present or engaged in a trade or
business in the United States or having or having had
a permanent establishment in the United States;
b. having a current or former relationship with the
United States, including a relationship as a citizen
or resident thereof;
c. being or having been a foreign or domestic personal
holding company, a passive foreign investment company
or a controlled foreign corporation with respect to
the United States or a corporation that has
accumulated earnings to avoid United States federal
income tax; or
d. being or having been a "10-percent shareholder" of
the Company as defined in section 871(h)(3) of the
United States Internal Revenue Code of 1986, as
amended, (the "Code") or any successor provision;
2. to any Holder that is not the sole beneficial owner of the
Notes, or a portion thereof, or that is a fiduciary or
partnership, but only to the extent that a beneficiary or
settlor with respect to the fiduciary or a beneficial owner or
member of the partnership would not have been entitled to the
payment of an additional amount had the beneficiary, settlor,
beneficial owner or member received directly its beneficial or
distributive share of the payment;
3. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the failure of the Holder or any
other person to comply with certification, identification or
information reporting requirements concerning the nationality,
residence, identity or connection with the United States of
the Holder or beneficial owner of such Notes, if compliance is
required by statute, by regulation of the United States
Treasury Department or by an applicable income tax treaty to
which the United States is a party as a precondition to
exemption from, or reduction of, such tax, assessment or other
governmental charge;
4. to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Company or a paying agent
from the payment;
<PAGE> 42
5. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes
effective more than 15 days after the payment becomes due or
is duly provided for, whichever occurs later;
6. to an estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or a similar tax, assessment
or governmental charge;
7. to any tax, assessment or other governmental charge required
to be withheld by any paying agent from any payment of
principal of or interest on any Notes, if such payment can be
made without such withholding by any other paying agent; or
8. in the case of any combination of items "1." - "7."
The Notes are subject in all cases to any tax, fiscal or other
law or regulation or administrative or judicial interpretation applicable
thereto. Except as specifically provided above, the Company shall not be
required to make any payment with respect to any tax, assessment or governmental
charge imposed by any government or a political subdivision or taxing authority
thereof or therein.
6. REDEMPTION FOR TAXES.
If (a) as a result of any change in, or amendment to, the laws
(or any regulations or rulings promulgated thereunder) of the United States (or
any political subdivision or taxing authority thereof or therein), or any change
in, or amendments to, the official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
is announced or becomes effective on or after May 26, 1999, the Company becomes
or will become obligated to pay additional amounts as described above, or (b)
any act is taken by a taxing authority of the United States on or after May 26,
1999, whether or not such act is taken with respect to the Company or any
affiliate, that results in a substantial probability that the Company will or
may be required to pay such additional amounts, then the Company may, at its
option, redeem, as a whole, but not in part, the Notes on not less than 30 nor
more than 60 days' prior notice, at a redemption price equal to 100% of their
principal amount, together with interest accrued but unpaid thereon to the date
fixed for redemption; provided that the Company determines, in its
<PAGE> 43
business judgment, that the obligation to pay such additional amounts cannot be
avoided by the use of reasonable measures available to it, not including
substitution of the obligor under the Notes. No redemption pursuant to (b) above
may be made unless the Company shall have received an opinion of independent
counsel to the effect that an act taken by a taxing authority of the United
States results in a substantial probability that it will or may be required to
pay the additional amounts described above and the Company shall have delivered
to the Trustee a certificate, signed by a duly authorized officer, stating that
based on such opinion, the Company is entitled to redeem the Notes pursuant to
their terms.
7. REDEMPTION PROCEDURE.
If the Company wishes to redeem the Exchange Notes in whole or
in part, then the Company shall give notice in the manner provided in the
Indenture that is not less than thirty (30) nor more than sixty (60) days prior
to the Redemption Date (the "Company Notice") which includes the following
information: (i) the Redemption Date; (ii) the Redemption Price; (iii) if less
than all Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the respective principal
amounts) of the Securities to be redeemed from the Holder to whom the notice is
given; (iv) that on the Redemption Date the Redemption Price will become due and
payable upon each such Security (including applicable interest thereon, if any),
and that interest, if any, thereon shall cease to accrue on said date; (v) the
place where such Securities and coupons, if any, are to be surrendered for
payment of the Redemption Price, which shall be the office or agency of the
Company in the Place of Payment; and (vi) that the redemption is on account of a
sinking fund, if that be the case.
Notice of redemption of Securities to be redeemed shall be
given by the Company or, on Company Order, by the Trustee in the name and at the
expense of the Company.
8. DENOMINATIONS; TRANSFER; EXCHANGE.
The Exchange Notes are issuable in registered form without
coupons, in denominations of $1,000 and integral multiples thereof. Exchange
Notes may be exchanged for a like aggregate principal amount of Exchange Notes
of other authorized denominations at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and in the manner and subject to the
limitations provided in the Indenture.
<PAGE> 44
Upon due presentment for registration of transfer of this
Exchange Note at the office or agency of the Company in the Borough of
Manhattan, The City of New York, a new Exchange Note or Exchange Notes of
authorized denominations for a like aggregate principal amount will be issued to
the transferee in exchange therefor, subject to the limitations provided in the
Indenture.
No service charge shall be made for any such transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax, assessment or other governmental charge payable in connection therewith.
Subject to the provisions of the Indenture, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Exchange Note is registered as the owner hereof for all
purposes, whether or not this Exchange Note is overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
9. DEFEASANCE.
As provided in the Indenture and subject to the satisfaction
of certain conditions set forth therein, at the Company's option, either (i) the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by, and the obligations under, the Securities of any series and to
have satisfied all the obligations (with certain exceptions) under the Indenture
relating to the Securities of such series or (ii) the Company shall cease to be
under any obligation to comply with any term, provision or condition of certain
restrictive covenants under the Indenture or of any provisions set forth, with
respect to the Securities of such series, in any additions or changes to or
deletions from the covenants and Events of Default under the Indenture in the
Board Resolutions or supplemental indenture with respect to the Securities of
such series.
10. AMENDMENT; SUPPLEMENT; WAIVER.
The Indenture permits, with certain exceptions as therein
provided, the Company and the Trustee to enter into supplemental indentures to
the Indenture for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of modifying in
any manner the rights of the Holders of the Securities of each series under the
Indenture with the consent of the Holders of not less than 66 2/3% in aggregate
principal amount of the Securities at the time Outstanding
<PAGE> 45
of each series to be affected thereby on behalf of the Holders of all Securities
of such series.
11. DEFAULTS AND REMEDIES.
If an Event of Default with respect to the Exchange Notes
shall have occurred and be continuing, the Principal Amount of the Exchange
Notes and all accrued and unpaid interest thereon may be declared due and
payable in the manner and with the effect provided in the Indenture.
12. AUTHENTICATION.
Unless the certificate of authentication on any Exchange Notes
has been manually executed by or on behalf of the Trustee under the Indenture,
such Exchange Notes shall not be entitled to any benefits under the Indenture or
be valid or obligatory for any purpose.
13. EXCHANGE OFFER; REGISTRATION RIGHTS.
Reserved.
14. OBLIGATION TO PAY INTEREST ABSOLUTE.
No reference herein to the Indenture and no provision of this
Exchange Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the Principal Amount and
any premium of and any interest on the Exchange Notes at the place, rate and
respective times and in the coin or currency prescribed herein and in the
Indenture.
15. HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT.
Each Holder of an Exchange Note, by acceptance thereof,
acknowledges and agrees to the provisions of the Registration Rights Agreement,
including, without limitation, the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided
therein.
16. GOVERNING LAW.
THIS EXCHANGE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS.
17. ABBREVIATIONS.
<PAGE> 46
Customary abbreviations may be used in the name of a Holder or
an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors
Act).
The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to TRW Inc.,
1900 Richmond Road, Cleveland, Ohio 44124, Attention of Secretary.
<PAGE> 47
[FORM OF TRANSFER NOTICE]
FOR VALUE RECEIVED the undersigned registered holder hereby
sell(s), assign(s) and transfer(s) unto
- --------------------------------------------------------------------------------
Please print or typewrite name and address including zip code of assignee
- --------------------------------------------------------------------------------
(Insert assignee's Soc. Sec. or Tax I.D. No.)
this Exchange Note and all rights thereunder, hereby irrevocably constituting
and appointing _______________ attorney to transfer said Exchange Note on the
books of the Company with full power of substitution in the premises.
-----------------------------------
Signature
Date:
-------------------
<PAGE> 1
Exhibit 4(d)
- --------------------------------------------------------------------------------
TRW INC.
And
THE CHASE MANHATTAN BANK, as Trustee
-------------
Third Supplemental Indenture
Dated as of June 2, 1999
Relating to the 6 5/8% Notes Due 2004
- --------------------------------------------------------------------------------
<PAGE> 2
THIRD SUPPLEMENTAL INDENTURE (this "Third Supplemental
Indenture") dated as of June 2, 1999, among TRW Inc., an Ohio
corporation (the "Company"), and THE CHASE MANHATTAN BANK, a New York
banking corporation, as successor trustee (the "Trustee") to Mellon
Bank, N.A.
WHEREAS the Company has executed and delivered to the Trustee
an Indenture dated as of May 1, 1986 (the "Original Indenture"), as amended by
the First Supplemental Indenture dated as of August 24, 1989, the Second
Supplemental Indenture dated as of June 2, 1999, and the Third Supplemental
Indenture dated as of June 2, 1999, between the Company and the Trustee
(collectively, the "Supplemental Indentures"; the Original Indenture, as amended
by the Supplemental Indentures is herein called the "Indenture") providing for
the issuance and sale by the Company from time to time of its senior debt
securities (the "Securities");
WHEREAS Section 11.01(f) of the Indenture permits the Company,
when authorized by a resolution of the Board of Directors of the Company, and
the Trustee, at any time and from time to time, to enter into one or more
indentures supplemental to the Indenture, in form satisfactory to the Trustee,
for the purpose of establishing any form of Security, as provided in Section
2.02 of the Indenture, providing for the issuance of any additional series of
Securities as provided in Section 3.01 of the Indenture and to set forth the
terms thereof;
WHEREAS the Company proposes in and by this Third Supplemental
Indenture to supplement and amend the Indenture in certain respects to establish
a series of Securities issued pursuant to the Indenture designated as the 6 5/8%
Notes Due 2004 limited in aggregate principal amount to $700,000,000 (the
"Notes"). The Notes shall consist of the Initial Notes and the Exchange Notes
(both as defined herein), which together shall constitute one series of
Securities for purposes of the Indenture; and
WHEREAS the Company has requested that the Trustee execute and
deliver this Third Supplemental Indenture and have certified that all
requirements necessary to make this Third Supplemental Indenture a valid
instrument in accordance with its terms have been satisfied, and that the
execution and delivery of this Third Supplemental Indenture has been duly
authorized in all respects.
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NOW THEREFORE, the Company and the Trustee hereby agree that
the following sections of this Third Supplemental Indenture supplement and amend
the Indenture with respect to that series of Securities which consists of the
Notes:
SECTION 1. DEFINITIONS. (a) Capitalized terms used herein and
not defined herein have the meanings ascribed to such terms in the Indenture.
(b) Section 1.01 of Article One of the Indenture is hereby
supplemented, solely with respect to that series of Securities which consists of
Notes, to add the following definitions:
"Agent Members" has the meaning provided in Section 2.06.
"Depository" means The Depository Trust Company, its nominees
and their respective successors.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Exchange Notes" means any Notes if and when issued pursuant
to this Indenture in connection with an Exchange Offer for a like principal
amount of the Initial Notes.
"Exchange Offer" has the meaning provided in the Registration
Rights Agreement.
"Foreign Holder" means a holder of a Note that is, for United
States Federal income tax purposes (a) a non-resident alien individual, (b) a
foreign corporation or (c) an estate or trust that is not a United States
Holder.
"Global Notes" has the meaning provided in Section 2.02.
"Initial Notes" means a series of Securities issued pursuant
to the Indenture and designated as the 6 5/8% Notes Due 2004 limited in
aggregate principal amount to $700,000,000.
"Institutional Accredited Investor" means an institution that
is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act.
"Non-U.S. Person" means a Person who is not a "U.S. person"
(as defined in Regulation S).
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"Notes Closing Date" means June 2, 1999.
"Notes" means the series of Securities issued pursuant to this
Indenture designated as the 6 5/8% Notes Due 2004 and limited in aggregate
principal amount to $700,000,000.
"Physical Notes" has the meaning provided in Section 2.02.
"Private Placement Legend" means the legend initially set
forth on the Notes in the form set forth in Section 2.05(a).
"Purchase Agreement" means with respect to the Initial Notes,
the Purchase Agreement dated May 26, 1999, among the Company and the
representatives of the Initial Purchasers.
"QIB" means a "qualified institutional buyer" as defined in
Rule 144A.
"Registration Rights Agreement" means the Registration Rights
Agreement dated May 26, 1999, among the Company, and Morgan Stanley & Co.
Incorporated, J.P. Morgan Securities Inc. and Salomon Smith Barney Inc. as the
representatives of the Initial Purchasers (as defined in the Registration Rights
Agreement).
"Registration Statement" means the Registration Statement as
defined and described in the Registration Rights Agreement.
"Regulation S" means Regulation S under the Securities Act.
"Rule 144A" means rule 144A under the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended.
"Shelf Registration Statement" has the meaning provided in the
Registration Rights Agreement.
"Transfer Restricted Notes" means Notes that bear or are
required to bear the legend set forth in Section 2.05(a) hereto.
"United States Holder" means a holder of a Note that is, for
United States Federal income tax purposes,
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(1) a citizen or resident of the United States;
(2) a corporation or other entity taxable as a
corporation created or organized under United States
law (Federal or state); or
(3) an estate or trust whose world-wide income is subject
to United States Federal income tax.
SECTION 2. CREATION OF SERIES OF SECURITIES. Pursuant to
Section 3.01 of the Indenture, there is hereby created a new series of
Securities designated as the "6 5/8% Notes Due 2004" limited in aggregate
principal amount to $700,000,000. The Notes shall include the Initial Notes and
the Exchange Notes, which together shall constitute one series of Securities for
purposes of the Indenture.
SECTION 3. AMENDMENTS TO ARTICLE TWO. (a) The Initial Notes
are being offered and sold by the Company pursuant to the Purchase Agreement.
Section 2.02 of Article Two of the Indenture is hereby supplemented and amended,
solely with respect to that series of Securities which consists of Notes, by
adding thereto at the end thereof the following:
"The Notes shall be substantially in the form annexed hereto
as Exhibit A. The terms and provisions contained in the form of the Notes
annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a
part of this Indenture. To the extent applicable, the Company and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby.
Notes offered and sold in reliance on Rule 144A or in reliance
on Regulation S, in each case as provided in the Purchase Agreement shall be
issued initially in the form of one or more permanent global Notes in
definitive, fully registered form without interest coupons with the global
securities legend set forth in Section 2.05(b) and the restricted securities
legend set forth in Section 2.05(a), (each, a "GLOBAL NOTE"), which shall be
deposited on behalf of the purchasers of the Initial Notes represented thereby
with the Trustee, at its New York Office, as custodian for the Depository (or
such other custodian as the Depository may direct), duly executed by the Company
and authenticated by the Trustee as herein provided. The aggregate principal
amount of the Global Notes may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depository or its
nominee, as hereinafter provided.
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<PAGE> 6
Notes initially offered and sold to Institutional Accredited
Investors in transactions exempt from the registration requirements of the
Securities Act shall be issued in the form of certificated Notes in definitive,
fully registered form without interest coupons with the securities legend and
the restricted securities legend set forth in Section 2.05(a) hereto (the
"PHYSICAL NOTES"). Notes issued pursuant to Section 2.06 in exchange for
interests in the Global Notes shall be Physical Notes.
(b) Article Two of the Indenture is hereby supplemented and
amended, solely with respect to that series of Securities which consists of
Notes, by adding thereto at the end thereof the following new Section 2.05:
"Section 2.05. RESTRICTIVE LEGENDS. (a)(i) Except as permitted
by the following paragraphs (ii), (iii) and (iv), each Note certificate (and all
Notes issued in exchange therefor or in substitution thereof) shall bear a
legend in substantially the following form:
"THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN
THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED
INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN
AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN TWO YEARS AFTER THE
ORIGINAL ISSUANCE OF THE NOTES, RESELL OR OTHERWISE TRANSFER THIS NOTE
EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED
INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A
SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF
WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF SUCH TRANSFER IS
IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES AT THE TIME OF
TRANSFER OF LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE
COMPANY THAT SUCH TRANSFER IS IN
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COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES
ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (3)
AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE
ORIGINAL ISSUANCE OF THE NOTES, THE HOLDER MUST CHECK THE APPROPRIATE
BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH
TRANSFER AND SUBMIT THIS NOTE TO THE TRUSTEE. IF THE PROPOSED
TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST,
PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM
MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE
TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE
THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.
THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING
RESTRICTIONS."
(ii) Upon any sale or transfer of a Transfer Restricted Note
(including any Transfer Restricted Note represented by a Global Note)
pursuant to Rule 144 under the Securities Act, the Registrar shall
permit the Holder thereof to exchange such Transfer Restricted Note for
a Note that does not bear the legend set forth above and rescind any
restriction on the transfer of such Transfer Restricted Note, if the
Holder certifies in writing to the Registrar that its request for such
exchange was made in reliance on Rule 144; PROVIDED, HOWEVER, that (1)
if such exchange occurs prior to an Exchange Offer the Registrar shall
issue an Initial Note that does not bear the legend set forth above and
(2) if such exchange occurs after an Exchange Offer, the Registrar
shall issue an Exchange Note.
(iii) After a transfer of any Initial Notes during the period
of the effectiveness of a Shelf Registration Statement with respect to
such Initial Notes all requirements pertaining to legends on such
Initial Note will cease to apply, and an Initial Note without legends
will be available to the transferee of the
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<PAGE> 8
Holder of such Initial Notes upon exchange of such transferring
Holder's Initial Notes in the form of a Physical Notes or directions to
transfer such Holder's interest in the Global Note, as applicable.
(iv) Upon the consummation of an Exchange Offer with respect
to the Initial Notes pursuant to which Holders of such Initial Notes
are offered Exchange Notes in exchange for their Initial Notes, Initial
Notes with the restricted securities legend set forth in Section
2.05(a) will be available to Holders of such Initial Notes that do not
exchange their Initial Notes, and Exchange Notes in certificated or
global form without the restricted securities legend will be available
to Holders that exchange such Initial Notes in such Exchange Offer.
(v) Upon the consummation of an Exchange Offer, holders who
are not entitled to participate in the Exchange Offer shall be entitled
to exchange their Initial Notes for Exchange Notes in the form of
Physical Notes, PROVIDED that such Physical Notes shall bear the legend
set forth in paragraph (a)(i) of this Section and shall constitute
Transfer Restricted Notes.
(b) Each Global Note, Initial Note and Exchange Note (other
than Physical Notes), shall also bear the following legend on the face thereof:
"UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE
SHALL BE LIMITED TO TRANSFERS MADE IN
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<PAGE> 9
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.07 OF THE
INDENTURE."
(c) OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF
NOTES.
(i) To permit registrations of transfers and exchanges, the
Company shall execute and the Trustee shall authenticate Physical Notes
and Global Notes at the Registrar's request.
(ii) No service charge shall be made for any registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any transfer tax or other governmental charge that
may be imposed in connection with any registration of transfer or
exchange of Notes other than exchanges pursuant to Sections 3.04, 4.07
or 11.04 not involving any transfer.
(iii) The Company shall not be required to (A) to issue,
register, register the transfer of or exchange any Note during a period
of 15 days preceding the selection of Notes for redemption, or (B)
register the transfer of or exchange of any Physical Note selected for
redemption in whole or in part pursuant to Article 3 of this Indenture,
except in the case of any Physical Note to be redeemed in part, the
portion thereof not to be redeemed.
(iv) Prior to the due presentation for registration of
transfer of any Note, the Company, the Trustee, the Paying Agent, the
Registrar may deem and treat the person in whose name a Note is
registered as the absolute owner of such Note for the purpose of
receiving payment of principal of and interest on such Note and for all
other purposes whatsoever, whether or not such Note is overdue, and
none of the Company, the Trustee, the Paying Agent or the Registrar
shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to
the terms of this Indenture shall evidence the same debt and shall be
entitled to the same benefits under this Indenture as the Notes
surrendered upon such transfer or exchange.
(d) NO OBLIGATION OF THE TRUSTEE.
(i) The Trustee shall have no responsibility or obligation to
any beneficial owner of a Global Note, a
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<PAGE> 10
member of, or a participant in the Depository or other Person with
respect to the accuracy of the records of the Depository or its nominee
or of any participant or member thereof, with respect to any ownership
interest in the Notes or with respect to the delivery to any
participant, member, beneficial owner or other Person (other than the
Depository) of any notice (including any notice of redemption) or the
payment of any amount, under or with respect to such Notes. All notices
and communications to be given to the Holders and all payments to be
made to Holders under the Notes shall be given or made only to or upon
the order of the registered Holders (which shall be the Depository or
its nominee in the case of a Global Note). The rights of beneficial
owners in any Global Note shall be exercised only through the
Depository subject to the applicable rules and procedures of the
Depository. The Trustee may rely and shall be fully protected in
relying upon information furnished by the Depository with respect to
its members, participants and any beneficial owners.
(ii) The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to
any transfer of any interest in any Note (including any transfers
between or among Depository participants, members or beneficial owners
in any Global Note) other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and
to do so if and when expressly required by, the terms of this
Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof."
(c) Article Two of the Indenture is hereby supplemented and
amended, solely with respect to that series of Securities which consists of
Notes, by adding thereto at the end thereof the following new Section 2.06:
"Section 2.06. BOOK-ENTRY PROVISIONS FOR GLOBAL NOTES. (a)
This Section 2.06(a) shall apply only to a Global Note deposited with or on
behalf of the Depository. The Company shall execute and the Trustee shall, in
accordance with this Section 2.06, authenticate and deliver initially one or
more Global Notes that (i) shall be registered in the name of the Depository for
such Global Note or Global Notes or the nominee of such Depository, (ii) shall
be delivered by the Trustee to such Depository or pursuant to such Depository's
instructions or held by the
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Trustee as custodian for the Depository and (iii) bear legends as set forth in
Section 2.05(b).
Members of, or participants in, the Depository (the "AGENT
MEMBERS") shall have no rights under this Indenture with respect to any Global
Note held on their behalf by the Depository, or the Trustee as its custodian, or
under the Global Note and the Depository may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner of
such Global Note for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by the Depository or impair, as between the
Depository and its Agent Members, the operation of customary practices governing
the exercise of the rights of a Holder of any Note.
(b) Transfers of a Global Note shall be limited to transfers
of such Global Note in whole, but not in part, to the Depository, its successor
or their respective nominees. Interests of beneficial owners in a Global Note
may be transferred in accordance with the rules and procedures of the Depository
and the provisions of Section 2.07. In addition, Physical Notes shall be
transferred to all beneficial owners in exchange for their beneficial interests
in the Global Notes if (i) the Depository notifies the Company in writing that
it (or its nominee) is unwilling or unable to continue to act as Depository for
the Global Notes under the Exchange Act and a successor depository registered as
a clearing agency under the Exchange Act is not appointed by the Company within
90 days of such notice or (ii) at any time if the Company determines that the
Global Notes (in whole but not in part) should be exchanged for Physical Notes.
In addition to the foregoing, during the continuance of an Event of Default
holders of book-entry interests will be entitled to request and receive Physical
Notes. Such Physical Notes will be issued to and registered in the name of, or
as directed by, that person only upon the request in writing made through a
Depository participant.
(c) In connection with any transfer of a portion of the
beneficial interests in a Global Note to beneficial owners pursuant to paragraph
(b) of this Section, the Registrar shall reflect on its books and records the
date and a decrease in the principal amount of the Global Notes in an amount
equal to the principal amount of the beneficial interest in such Global Notes to
be transferred, and the Company shall execute, and the Trustee shall
authenticate
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<PAGE> 12
and deliver, one or more Physical Notes of like tenor and amount.
(d) In connection with the transfer of the entire Global Note
to beneficial owners pursuant to clauses (i) or (ii) of paragraph (b) of this
Section, the Global Note shall be deemed to be surrendered to the Trustee for
cancelation, and the Company shall execute, and the Trustee shall authenticate
and deliver, to each beneficial owner identified by the Depository in exchange
for its beneficial interest in the Global Note an equal aggregate principal
amount of Physical Notes of authorized denominations.
(e) Any Physical Note delivered in exchange for an interest in
the Global Note pursuant to paragraph (b) or (d) of this Section shall, except
as otherwise provided by paragraph (a) of Section 2.05, bear the legend
regarding transfer restrictions applicable to the Physical Note set forth in
Section 2.05.
(f) The registered holder of a Global Note may grant proxies
and otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Notes.
(g) Beneficial owners of interests in a Global Note may
receive Physical Notes (which shall bear the Private Placement Legend if
required by Section 2.05) in accordance with the procedures of the Depository.
In connection with the execution, authentication and delivery of such Physical
Notes, the Registrar shall reflect on its books and records a decrease in the
principal amount of the Global Note equal to the principal amount of such
Physical Notes and the Company shall execute and the Trustee shall authenticate
and deliver one or more Physical Notes having an equal aggregate principal
amount.
(i) CANCELLATION OR ADJUSTMENT OF GLOBAL NOTE. At such time as
all beneficial interests in a Global Note have either been exchanged for
Physical Notes, redeemed, repurchased or canceled, such Global Note shall be
returned to the Depository for cancellation or retained and canceled by the
Trustee. At any time prior to such cancellation, if any beneficial interest in a
Global Note is exchanged for Physical Notes, redeemed, repurchased or canceled,
the principal amount of Notes represented by such Global Note shall be reduced
and an adjustment shall be made on the books and records of the Trustee with
respect to such Global Note, by the Trustee to reflect such reduction."
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<PAGE> 13
(d) Article Two of the Indenture is hereby supplemented and
amended, solely with respect to that series of Securities which consists of
Notes, by adding thereto at the end thereof the following new Section 2.07:
"Section 2.07. TRANSFER AND EXCHANGE. (a) TRANSFER AND
EXCHANGE OF GLOBAL NOTES. (i) The transfer and exchange of Global Notes or
beneficial interests therein shall be effected through the Depository, in
accordance with this Indenture (including applicable restrictions on transfer
set forth herein, if any) and the procedures of the Depository therefor. A
transferor of a beneficial interest in a Global Note shall deliver to the
Registrar a written order given in accordance with the Depository's procedures
containing information regarding the participant account of the Depository to
credited with a beneficial interest in the Global Note. The Registrar shall, in
accordance with such instructions, instruct the Depository to credit to the
account of the Person specified in such instructions a beneficial interest in
the Global Note and to debit the account of the Person making the transfer the
beneficial interest in the Global Note being transferred.
(ii) Notwithstanding any other provisions of this Supplemental
Indenture (other than the provisions set forth in Section 2.06(b)), a
Global Note may not be transferred as a whole except by the Depository
to a nominee of the Depository or by a nominee of the Depository to the
Depository or another nominee of the Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such
successor Depository.
(iii) In the event that a Global Note is exchanged for
Physical Notes pursuant to Section 2.06(b), prior to the consummation
of an Exchange Offer or the effectiveness of a Shelf Registration
Statement with respect to such Notes, such Notes may be exchanged only
in accordance with such procedures as are substantially consistent with
the provisions of this Section 2.07 (including the certification
requirements set forth on the reverse of the Initial Notes intended to
ensure that such transfers comply with Rule 144A, Regulation D or
Regulation S, as the case may be) and such other procedures as may from
time to time be adopted by the Company.
(b) GENERAL. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such a Note acknowledges the restrictions on
transfer of such Note
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set forth in this Indenture and in the Private Placement Legend and agrees that
it will transfer such Note only as provided in this Indenture. The Registrar
shall not register a transfer of any Note unless such transfer complies with the
restrictions on transfer of such Note set forth in this Indenture. In connection
with any transfer of Notes, each Holder agrees by its acceptance of the Notes to
furnish the Registrar or the Company such certifications, legal opinions or
other information as either of them may reasonably require to confirm that such
transfer is being made pursuant to an exemption from, or a transaction not
subject to, the registration requirements of the Securities Act; provided that
the Registrar shall not be required to determine (but may conclusively rely on a
determination made by the Company with respect to) the sufficiency of any such
certifications, legal opinions or other information.
The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 3.05 or this Section
2.07 in accordance with its customary procedures. The Company shall have the
right to inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Registrar."
SECTION 4. AMENDMENT TO ARTICLE THREE. The third paragraph of
Section 3.05 of Article Three of the Indenture is hereby supplemented and
amended, solely with respect to that series of Securities which consists of
Notes, to read in its entirety as follows:
"Subject to Sections 2.06 and 2.07, at the option of the
Holder, Securities of any series may be exchanged for other Securities
of such series of any authorized denominations, of a like aggregate
principal amount and Stated Maturity and of like tenor and terms
(including an exchange of Initial Notes for Exchange Notes), upon
surrender of the Securities to be exchanged at such office or agency.
Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Securityholder making the exchange is entitled to
receive; PROVIDED, that no exchanges of Initial Notes for Exchange
Notes shall occur until a Registration Statement shall have been
declared effective by the Commission (confirmed in an Officers'
Certificate delivered to the Trustee) and that any Initial Notes that
are exchanged for Exchange Notes shall be canceled by the Trustee."
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<PAGE> 15
SECTION 5. AMENDMENTS TO ARTICLE FOUR. (a) Article Four of the
Indenture is hereby supplemented and amended, solely with respect to that series
of Securities which consists of Notes, by adding thereto at the end thereof the
following new Section 4.09:
"Section 4.09. PAYMENT OF ADDITIONAL AMOUNTS. The Company
will, subject to the exceptions and limitations set forth below, pay as
additional interest on the Notes such additional amounts as are necessary in
order that the net payment by the Company or a paying agent of the principal of
and interest on the Notes to a Foreign Holder, after deduction or withholding
for any present or future tax, assessment or governmental charge of the United
States or a political subdivision or taxing authority thereof or therein,
imposed by withholding with respect to the payment, will not be less than the
amount provided in the Notes to be then due and payable; PROVIDED, HOWEVER, that
the foregoing obligation to pay additional amounts shall not apply:
1. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the Holder, or a fiduciary,
settlor, beneficiary, member or shareholder of the Holder if
the Holder is an estate, trust, partnership or corporation, or
a person holding a power over an estate or trust administered
by a fiduciary holder, considered as:
a. being or having been present or engaged in a trade or
business in the United States or having or having had
a permanent establishment in the United States;
b. having a current or former relationship with the
United States, including a relationship as a citizen
or resident thereof;
c. being or having been a foreign or domestic personal
holding company, a passive foreign investment company
or a controlled foreign corporation with respect to
the United States or a corporation that has
accumulated earnings to avoid United States federal
income tax; or
d. being or having been a "10-percent shareholder" of
the Company as defined in section 871(h)(3) of the
United States Internal Revenue Code of 1986, as
amended, (the "Code") or any successor provision;
14
<PAGE> 16
2. to any Holder that is not the sole beneficial owner of the
Notes, or a portion thereof, or that is a fiduciary or
partnership, but only to the extent that a beneficiary or
settlor with respect to the fiduciary or a beneficial owner or
member of the partnership would not have been entitled to the
payment of an additional amount had the beneficiary, settlor,
beneficial owner or member received directly its beneficial or
distributive share of the payment;
3. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the failure of the Holder or any
other person to comply with certification, identification or
information reporting requirements concerning the nationality,
residence, identity or connection with the United States of
the Holder or beneficial owner of such Notes, if compliance is
required by statute, by regulation of the United States
Treasury Department or by an applicable income tax treaty to
which the United States is a party as a precondition to
exemption from, or reduction of, such tax, assessment or other
governmental charge;
4. to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Company or a paying agent
from the payment;
5. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes
effective more than 15 days after the payment becomes due or
is duly provided for, whichever occurs later;
6. to an estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or a similar tax, assessment
or governmental charge;
7. to any tax, assessment or other governmental charge required
to be withheld by any paying agent from any payment of
principal of or interest on any Notes, if such payment can be
made without such withholding by any other paying agent; or
8. in the case of any combination of items "1." - "7."
15
<PAGE> 17
The Notes are subject in all cases to any tax, fiscal or other
law or regulation or administrative or judicial interpretation applicable
thereto. Except as specifically provided under this Section 4.09, the Company
shall not be required to make any payment with respect to any tax, assessment or
governmental charge imposed by any government or a political subdivision or
taxing authority thereof or therein."
(b) Article Four of the Indenture is hereby supplemented and amended,
solely with respect to that series of Securities which consists of Notes, by
adding thereto at the end thereof the following new Section 4.10:
"SECTION 4.10. REDEMPTION. If (a) as a result of any change
in, or amendment to, the laws (or any regulations or rulings promulgated
thereunder) of the United States (or any political subdivision or taxing
authority thereof or therein), or any change in, or amendments to, the official
position regarding the application or interpretation of such laws, regulations
or rulings, which change or amendment is announced or becomes effective on or
after May 26, 1999, the Company becomes or will become obligated to pay
additional amounts as described under Section 4.09 above, or (b) any act is
taken by a taxing authority of the United States on or after May 26, 1999,
whether or not such act is taken with respect to the Company or any affiliate,
that results in a substantial probability that the Company will or may be
required to pay such additional amounts, then the Company may, at its option,
redeem, as a whole, but not in part, the Notes on not less than 30 nor more than
60 days' prior notice, at a redemption price equal to 100% of their principal
amount, together with interest accrued but unpaid thereon to the date fixed for
redemption; provided that the Company determines, in its business judgment, that
the obligation to pay such additional amounts cannot be avoided by the use of
reasonable measures available to it, not including substitution of the obligor
under the Notes. No redemption pursuant to (b) above may be made unless the
Company shall have received an opinion of independent counsel to the effect that
an act taken by a taxing authority of the United States results in a substantial
probability that it will or may be required to pay the additional amounts
described in Section 4.09 and the Company shall have delivered to the Trustee a
certificate, signed by a duly authorized officer, stating that based on such
opinion, the Company is entitled to redeem the Notes pursuant to their terms."
SECTION 6. THIS THIRD SUPPLEMENTAL INDENTURE. This Third
Supplemental Indenture and the Exhibits hereto
16
<PAGE> 18
shall be construed as supplemental to the Indenture and shall form a part of it,
and the Indenture is hereby incorporated by reference herein and each is hereby
ratified, approved and confirmed.
SECTION 7. GOVERNING LAW. THIS THIRD SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
SECTION 8. COUNTERPARTS. This Third Supplemental Indenture may
be executed in any number of counterparts, each of which shall be an original;
but such counterparts shall together constitute but one and the same instrument.
SECTION 9. HEADINGS. The headings of this Third Supplemental
Indenture are for reference only and shall not limit or otherwise affect the
meaning hereof.
SECTION 10. TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals
herein contained are made by the Company, and not by the Trustee, and the
Trustee assumes no responsibility for the correctness thereof. The Trustee shall
not be responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Third Supplemental Indenture.
SECTION 11. SEVERABILITY. In case any one or more of the
provisions contained in this Third Supplemental Indenture or in the Securities
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provisions of the Third Supplemental Indenture or of the Securities, but
this Third Supplemental Indenture and the Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.
17
<PAGE> 19
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed by their respective authorized
officers as of the date first written above.
TRW Inc.,
by
/s/ William B. Lawrence
-------------------------------------
Name: William B. Lawrence
Title: Executive Vice President,
General Counsel and Secretary
THE CHASE MANHATTAN BANK, as Trustee,
by
/s/ R.J. Halleran
-------------------------------------
Name: R. J. Halleran
Title: Second Vice President
18
<PAGE> 20
EXHIBIT A
[FORM OF FACE OF INITIAL NOTE]
[INSERT APPROPRIATE LEGEND]
TRW INC.
6 5/8% Notes Due 2004
[CUSIP] [ISIN] [COMMON CODE]
No. $[ ]
TRW INC., an Ohio corporation (the "Company", which term
includes any successor under the Indenture hereinafter referred to), for value
received, promises to pay to [ ], or its registered assigns, the principal sum
of [ ] Dollars ($[ ]) on June 1, 2004.
Interest Payment Dates: June 1 and December 1, commencing
December 1, 1999.
Regular Record Dates: May 15 and November 15.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Capitalized terms used herein and not defined herein have the
meanings ascribed thereto in the Indenture dated as of May 1, 1986 (the
"Original Indenture"), as supplemented and amended by the First Supplemental
Indenture, dated as of August 24, 1989, the Second Supplemental Indenture dated
as of June 2, 1999, and the Third Supplemental Indenture dated as of June 2,
1999 (collectively, the "Supplemental Indentures"; the Original Indenture, as
amended by the Supplemental Indentures is hereinafter referred to as the
"Indenture"). This Note is one of the series of Securities of the Company issued
pursuant to the Indenture and is designated as the 6 5/8% Notes Due 2004
(hereinafter referred to as the "Notes"), limited in aggregate principal amount
to $700,000,000.
<PAGE> 21
IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its duly authorized officers under its
corporate seal.
Date: TRW INC.
By:
-------------------------------
[SEAL]
Attest:
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:
--------------------------------
<PAGE> 22
[FORM OF REVERSE SIDE OF INITIAL NOTE]
TRW INC.
6 5/8% Notes Due 2004
1. PRINCIPAL AND INTEREST.
TRW Inc., a corporation duly organized and existing under the
laws of the State of Ohio (herein called the "Company", which term includes any
successor Person under the Indenture herein after referred to), for value
received, hereby promises to pay __________, or its registered assigns, the
principal sum of $_____ Dollars [($ )] (the "Principal Amount"), on
June 1, 2004, and to pay interest on the Principal Amount at the rate of 6 5/8%
per annum (the "Specified Rate"); provided, however, that if a Registration
Default (as defined in the Registration Rights Agreement) occurs, additional
interest will accrue on this Note at a rate of .25% per annum (the "Additional
Interest") from and including the date on which such Registration Default shall
occur to but excluding the date on which all Registration Defaults have been
cured. The Company will pay interest semiannually in arrears on December 1 and
June 1 of each year (each an "Interest Payment Date") commencing on December 1,
1999. Interest on the Notes shall accrue from June 2, 1999, or the most recent
date to which interest has been paid. Interest shall be computed on the basis of
a 360-day year of twelve 30-day months. The interest payment at the Stated
Maturity of the Principal Amount will include interest accrued to but excluding
the date of such Stated Maturity and will be payable to the person to whom
principal is payable.
If the Principal Amount of, and any accrued interest on, the
Notes is declared due and payable as provided in Section 9, the Company shall
pay interest on the overdue Principal Amount at a rate per annum equal to the
Specified Rate, and it shall pay interest on overdue installments of interest at
the same rate (to the extent that payment of such interest shall be legally
enforceable). Such interest shall accrue from the date such overdue amount was
due to the date payment of such amount, including interest thereon, has been
made or duly provided for.
Any amounts of Additional Interest due hereunder will be
payable in cash, on the same original payment dates as other interest due on
this Note. The amount of Additional Interest due on this Note will be determined
by multiplying the applicable Additional Interest rate by the
<PAGE> 23
outstanding principal amount of this Note, multiplied by a fraction, the
numerator of which is the number of days such Additional Interest rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months), and the denominator of which is 360.
If the Company defaults in a payment of interest on the Notes,
it shall pay the defaulted interest, plus (to the extent that the payment of
such interest shall be legally enforceable), any interest payable on the
defaulted interest, to the persons who are Holders on a subsequent Special
Record Date. Such date shall be at least ten (10), and no more than fifteen (15)
days before the payment date. The Company shall fix or cause to be fixed the
Special Record Date and the payment date. At least ten (10) calendar days before
the special record date, the Company shall mail or cause to be mailed to each
Holder a notice that states the Special Record Date, the payment date and the
amount of defaulted interest to be paid.
The Company shall pay interest on the Notes (except defaulted
interest) to the Persons in whose names the Notes are registered at the close of
business on the May 15 or November 15 next preceding the Interest Payment Date
(the "Regular Record Date") on the register kept by or on behalf of the Company
for that purpose, even if Notes are canceled after such record date and on or
before the Interest Payment Date. Holders must surrender Notes to the Trustee
(or as otherwise specified in the applicable Company Notice (as defined in
Paragraph 7)) to collect principal payments.
2. PAYING AGENT AND REGISTRAR.
Initially, the Trustee will be the Paying Agent and the
Registrar with respect to this Note. The Company reserves the right at any time
to vary or terminate the appointment of any Paying Agent or Registrar, to
appoint additional or other Paying Agents and other Registrars and to approve
any change in the office through which any Paying Agent or Registrar acts;
PROVIDED that there will at all times be a Paying Agent in The City of New York.
3. INDENTURE; LIMITATIONS.
This Note is one of the duly authorized issue of senior Notes,
notes, bonds or other evidences of indebtedness of the Company, of the series
herein specified, all issued or to be issued under and pursuant to the
Indenture, to which reference is hereby made for a statement of the rights,
limitations of rights, obligations, duties
<PAGE> 24
and immunities thereunder of the Trustee and any agent of the Trustee, any
Paying Agent, the Company and the Holders of the Securities and the terms upon
which the Securities are issued and are to be authenticated and delivered.
The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may
have different conversion prices or exchange provisions (if any), may be subject
to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any), may be subject to different
covenants and Events of Default and may otherwise vary as provided or permitted
in the Indenture. This Note is one of the series of Securities of the Company
issued pursuant to the Indenture and is designated as the 6 5/8% Notes Due 2004,
limited in aggregate principal amount to $700,000,000. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended, and the Securities Act
of 1933, as amended. The Notes are subject to all such terms and Holders are
referred to the Indenture and the Trust Indenture Act of 1939, as amended, for a
statement of those terms. Capitalized terms used but not defined in the Notes
have the meanings ascribed to them in the Indenture.
4. REDEMPTION AT THE OPTION OF THE COMPANY.
No sinking fund is provided for the Notes. The Notes will be
redeemable as a whole at any time or in part from time to time, at the option of
the Company, (a "Redemption Date"), at a redemption price equal to the greater
of (i) 100% of the principal amount of the Notes and (ii) the sum of the present
values of the remaining scheduled payments of principal and interest thereon
from the redemption date to the maturity date (exclusive of accrued interest)
discounted, in each case, to the redemption date on a semiannual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as
defined herein) plus 15 basis points, plus any interest accrued but not paid to
the date of redemption (the "Redemption Price").
"Treasury Rate" means, with respect to any redemption date,
the yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated "H.15(519)" or any successor publication which is published weekly by
the Board of Governors of the Federal Reserve System and which establishes
yields on actively
<PAGE> 25
traded United States Treasury securities adjusted to constant maturity under the
caption "Treasury Constant Maturities," for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months before or after
the maturity date, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue shall be determined and the
Treasury Rate shall be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month) or (ii) if that release (or
any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date. The Treasury Rate shall be calculated on the third
Business Day preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Notes. "Independent Investment Banker"
means one of the Reference Treasury Dealers appointed by the Trustee after
consultation with the Company.
"Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of four Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated, J.P. Morgan Securities Inc., Salomon Smith Barney Inc. and one
other primary U.S. Government Securities dealer in New York City (each, a
"Primary Treasury Dealer"), appointed by the Trustee in consultation with TRW,
provided, however, that if any of the foregoing shall cease to be a Primary
Treasury Dealer, the Company may substitute therefor another Primary Treasury
Dealer.
<PAGE> 26
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third business day preceding such redemption date.
Unless the Company defaults in payment of the redemption
price, on and after the redemption date interest will cease to accrue on the
Securities or portions thereof called for redemption.
5. PAYMENT OF ADDITIONAL AMOUNTS.
The Company will, subject to the exceptions and limitations
set forth below, pay as additional interest on the Notes such additional amounts
as are necessary in order that the net payment by the Company or a paying agent
of the principal of and interest on the Notes to a Foreign Holder, after
deduction or withholding for any present or future tax, assessment or
governmental charge of the United States or a political subdivision or taxing
authority thereof or therein, imposed by withholding with respect to the
payment, will not be less than the amount provided in the Notes to be then due
and payable; PROVIDED, HOWEVER, that the foregoing obligation to pay additional
amounts shall not apply:
1. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the Holder, or a fiduciary,
settlor, beneficiary, member or shareholder of the Holder if
the Holder is an estate, trust, partnership or corporation, or
a person holding a power over an estate or trust administered
by a fiduciary holder, considered as:
a. being or having been present or engaged in a trade or
business in the United States or having or having had
a permanent establishment in the United States;
b. having a current or former relationship with the
United States, including a relationship as a citizen
or resident thereof;
c. being or having been a foreign or domestic personal
holding company, a passive foreign investment company
or a controlled foreign corporation with respect to
the United States
<PAGE> 27
or a corporation that has accumulated earnings to
avoid United States federal income tax; or
d. being or having been a "10-percent shareholder" of
the Company as defined in section 871(h)(3) of the
United States Internal Revenue Code of 1986, as
amended, (the "Code") or any successor provision;
2. to any Holder that is not the sole beneficial owner of the
Notes, or a portion thereof, or that is a fiduciary or
partnership, but only to the extent that a beneficiary or
settlor with respect to the fiduciary or a beneficial owner or
member of the partnership would not have been entitled to the
payment of an additional amount had the beneficiary, settlor,
beneficial owner or member received directly its beneficial or
distributive share of the payment;
3. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the failure of the Holder or any
other person to comply with certification, identification or
information reporting requirements concerning the nationality,
residence, identity or connection with the United States of
the Holder or beneficial owner of such Notes, if compliance is
required by statute, by regulation of the United States
Treasury Department or by an applicable income tax treaty to
which the United States is a party as a precondition to
exemption from, or reduction of, such tax, assessment or other
governmental charge;
4. to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Company or a paying agent
from the payment;
5. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes
effective more than 15 days after the payment becomes due or
is duly provided for, whichever occurs later;
6. to an estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or a similar tax, assessment
or governmental charge;
<PAGE> 28
7. to any tax, assessment or other governmental charge required
to be withheld by any paying agent from any payment of
principal of or interest on any Notes, if such payment can be
made without such withholding by any other paying agent; or
8. in the case of any combination of items "1." - "7."
The Notes are subject in all cases to any tax, fiscal or other
law or regulation or administrative or judicial interpretation applicable
thereto. Except as specifically provided above, the Company shall not be
required to make any payment with respect to any tax, assessment or governmental
charge imposed by any government or a political subdivision or taxing authority
thereof or therein.
6. REDEMPTION FOR TAXES.
If (a) as a result of any change in, or amendment to, the laws
(or any regulations or rulings promulgated thereunder) of the United States (or
any political subdivision or taxing authority thereof or therein), or any change
in, or amendments to, the official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
is announced or becomes effective on or after May 26, 1999, the Company becomes
or will become obligated to pay additional amounts as described above, or (b)
any act is taken by a taxing authority of the United States on or after May 26,
1999, whether or not such act is taken with respect to the Company or any
affiliate, that results in a substantial probability that the Company will or
may be required to pay such additional amounts, then the Company may, at its
option, redeem, as a whole, but not in part, the Notes on not less than 30 nor
more than 60 days' prior notice, at a redemption price equal to 100% of their
principal amount, together with interest accrued but unpaid thereon to the date
fixed for redemption; provided that the Company determines, in its business
judgment, that the obligation to pay such additional amounts cannot be avoided
by the use of reasonable measures available to it, not including substitution of
the obligor under the Notes. No redemption pursuant to (b) above may be made
unless the Company shall have received an opinion of independent counsel to the
effect that an act taken by a taxing authority of the United States results in a
substantial probability that it will or may be required to pay the additional
amounts described above and the Company shall have delivered to the Trustee a
certificate, signed by a duly authorized officer, stating
<PAGE> 29
that based on such opinion, the Company is entitled to redeem the Notes pursuant
to their terms.
7. REDEMPTION PROCEDURE.
If the Company wishes to redeem the Notes in whole or in part,
then the Company shall give notice in the manner provided in the Indenture that
is not less than thirty (30) nor more than sixty (60) days prior to the
Redemption Date (the "Company Notice") which includes the following information:
(i) the Redemption Date; (ii) the Redemption Price; (iii) if less than all
Outstanding Securities of any series are to be redeemed, the identification
(and, in the case of partial redemption, the respective principal amounts) of
the Securities to be redeemed from the Holder to whom the notice is given; (iv)
that on the Redemption Date the Redemption Price will become due and payable
upon each such Security (including applicable interest thereon, if any), and
that interest, if any, thereon shall cease to accrue on said date; (v) the place
where such Securities and coupons, if any, are to be surrendered for payment of
the Redemption Price, which shall be the office or agency of the Company in the
Place of Payment; and (vi) that the redemption is on account of a sinking fund,
if that be the case.
Notice of redemption of Securities to be redeemed shall be
given by the Company or, on Company Order, by the Trustee in the name and at the
expense of the Company.
8. DENOMINATIONS; TRANSFER; EXCHANGE.
The Notes are issuable in registered form without coupons, in
denominations of $1,000 and integral multiples thereof. Notes may be exchanged
for a like aggregate principal amount of Notes of other authorized denominations
at the office or agency of the Company in the Borough of Manhattan, The City of
New York, and in the manner and subject to the limitations provided in the
Indenture.
Upon due presentment for registration of transfer of this Note
at the office or agency of the Company in the Borough of Manhattan, The City of
New York, a new Note or Notes of authorized denominations for a like aggregate
principal amount will be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture.
No service charge shall be made for any such transfer or
exchange, but the Company may require payment of
<PAGE> 30
a sum sufficient to cover any tax, assessment or other governmental charge
payable in connection therewith.
Subject to the provisions of the Indenture, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Note is registered as the owner hereof for all purposes, whether
or not this Note is overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.
9. DEFEASANCE.
As provided in the Indenture and subject to the satisfaction
of certain conditions set forth therein, at the Company's option, either (i) the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by, and the obligations under, the Securities of any series and to
have satisfied all the obligations (with certain exceptions) under the Indenture
relating to the Securities of such series or (ii) the Company shall cease to be
under any obligation to comply with any term, provision or condition of certain
restrictive covenants under the Indenture or of any provisions set forth, with
respect to the Securities of such series, in any additions or changes to or
deletions from the covenants and Events of Default under the Indenture in the
Board Resolutions or supplemental indenture with respect to the Securities of
such series.
10. AMENDMENT; SUPPLEMENT; WAIVER.
The Indenture permits, with certain exceptions as therein
provided, the Company and the Trustee to enter into supplemental indentures to
the Indenture for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of modifying in
any manner the rights of the Holders of the Securities of each series under the
Indenture with the consent of the Holders of not less than 66 2/3% in aggregate
principal amount of the Securities at the time Outstanding of each series to be
affected thereby on behalf of the Holders of all Securities of such series.
11. DEFAULTS AND REMEDIES.
If an Event of Default with respect to the Notes shall have
occurred and be continuing, the Principal Amount of the Notes and all accrued
and unpaid interest thereon may be declared due and payable in the manner and
with the effect provided in the Indenture.
<PAGE> 31
12. AUTHENTICATION.
Unless the certificate of authentication on any Notes has been
manually executed by or on behalf of the Trustee under the Indenture, such Notes
shall not be entitled to any benefits under the Indenture or be valid or
obligatory for any purpose.
13. EXCHANGE OFFER; REGISTRATION RIGHTS.
[To be included in Notes other than (x) Exchange Notes and (y)
Notes sold pursuant to a Shelf Registration Statement.]
Pursuant to a Registration Rights Agreement among the Company
and the Initial Purchasers (as defined in the Purchase Agreement), the Company
has agreed that it will file with the Securities and Exchange Commission (the
"Commission") and use its reasonable best efforts to cause to become effective a
registration statement (the "Registration Statement") with respect to an issue
of Notes identical in all material respects to the Notes (the "Exchange Notes")
and, upon becoming effective, to offer the Holders of the Notes the opportunity
to exchange their Notes for the Exchange Notes (the "Exchange Offer"). In the
event that due to a change in current interpretations by the Commission, the
Company is not permitted to effect such Exchange Offer, the Company will instead
file a registration statement covering resales by the holders of Notes (a "Shelf
Registration Statement") and will use its reasonable best efforts to cause such
Shelf Registration Statement to become effective and to keep such Shelf
Registration Statement effective for two years from the Notes Closing Date;
provided that TRW will under certain circumstances be entitled to suspend the
availability of the Shelf Registration Statement. The Company shall, in the
event a Shelf Registration Statement is filed, provide to each Holder of the
Notes a copy of the prospectus and notify each such Holder when the Shelf
Registration Statement has become effective. A Holder that sells Notes pursuant
to a Shelf Registration Statement generally will be required to be named as a
selling security holder in the related prospectus and to deliver a current
prospectus to purchasers, and will be subject to certain of the civil liability
provisions under the Securities Act of 1933, as amended in connection with such
sales. The Exchange Notes will be issued (i) under the Indenture or (ii) under
an indenture substantially similar to the Indenture, which, in either event,
will provide that the Exchange Notes will not be subject to the transfer
restrictions described in the Indenture.
<PAGE> 32
If the Company effects the Exchange Offer, the Company will be
entitled to close the Exchange Offer provided that the Company has accepted all
Notes theretofore validly tendered in accordance with the terms of the Exchange
Offer. Any Additional Interest on the Initial Notes accrued but not paid prior
to the Exchange Offer shall be payable on the Exchange Notes. Notes not tendered
in the Exchange Offer shall bear interest at the same rates in effect at the
time of issuance of the Notes.
14. OBLIGATION TO PAY INTEREST ABSOLUTE.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the Principal Amount and any premium
of and any interest on the Notes at the place, rate and respective times and in
the coin or currency prescribed herein and in the Indenture.
15. HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT.
Each Holder of a Note, by acceptance thereof, acknowledges and
agrees to the provisions of the Registration Rights Agreement, including,
without limitation, the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided
therein.
16. GOVERNING LAW.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICT OF LAWS.
17. ABBREVIATIONS.
Customary abbreviations may be used in the name of a Holder or
an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors
Act).
The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to TRW Inc.,
1900 Richmond Road, Cleveland, Ohio 44124, Attention of Secretary.
<PAGE> 33
[FORM OF TRANSFER NOTICE]
- --------------------------------------------------------------------------------
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
---------------------------------------------------------------
(Print or type assignee's name, address and zip code)
---------------------------------------------------------------
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer this Note on the books of
the Company. The agent may substitute another to act for him.
- --------------------------------------------------------------------------------
Date: Your Signature:
---------------- ----------------------
- --------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Note.
In connection with any transfer of any of the Notes evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act after the later of the date of original issuance
of such Notes and the last date, if any, on which such Notes were owned by the
Company or any Affiliate of the Company, the undersigned confirms that without
utilizing any general solicitation or general advertising such Notes are being
transferred in accordance with its terms:
CHECK ONE BOX BELOW
(1) - to the Company; or
(2) - pursuant to an effective registration statement under
the Securities Act of 1933; or
(3) - to a "qualified institutional buyer" (as defined in
Rule 144A under the Securities Act of 1933) that
purchases for its own account
<PAGE> 34
or for the account of a qualified institutional buyer
to whom notice is given that such transfer is being
made in reliance on Rule 144A, in each case pursuant
to and in compliance with Rule 144A under the
Securities Act of 1933; or
(4) - outside the United States in an offshore transaction
within the meaning of Regulation S under the
Securities Act in compliance with Rule 904 under the
Securities Act of 1933;
(5) - inside the United States to an institutional
"accredited investor" (as defined in Rule 501(a)(i),
(2), (3) or (7) of Regulation D under the Securities
Act) that purchases for its own account or for one or
more accounts (each of which is an institutional
"accredited investor") as to each of which it
exercises sole investment discretion; or
(6) - pursuant to another available exemption from
registration provided by Rule 144 under the
Securities Act of 1933.
Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate in the name of any person other than the
registered holder thereof; PROVIDED, HOWEVER, that if box (4), (5) or (6) is
checked, the Trustee may require, prior to registering any such transfer of the
Notes, such legal opinions, certifications and other information as the Company
has reasonably requested to confirm that such transfer is being made pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933.
-------------------------------
Signature
-------------------------------
Signature
- --------------------------------------------------------------------------------
<PAGE> 35
TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.
Dated:
-------------------- -----------------------------------
NOTICE: To be executed by
an executive officer
TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED
The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and/or any such account falls within the
definition of the term non-U.S. person set forth in Regulation S of the
Securities Act of 1933, as amended, and is aware that the sale to it is being
made in reliance on Regulation S. The undersigned further represents and
warrants that the transfer of this Note was made in an offshore transaction
within the meaning of Regulation S.
Dated:
-------------------- -----------------------------------
NOTICE: To be executed by
an executive officer
TO BE COMPLETED BY PURCHASER IF (5) ABOVE IS CHECKED
The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is an institutional
"accredited investor" within the meaning of Rule 501(a)(i), (2), (3) or (7) of
Regulation D under the Securities Act of 1933, as amended, and is aware that the
sale to it is being made in reliance on the safe harbor provision set forth in
Regulation D and acknowledges that it has such knowledge and
<PAGE> 36
experience in financial and business matters a to be capable of evaluating the
merits and risks of its investment in the Notes and any accounts for which it is
acting are each able to bear the economic risk of its or their investment and
that it is aware that the transfer or is relying upon the undersigned's
foregoing representations.
Dated:
-------------------- -----------------------------------
NOTICE: To be executed by
an executive officer
<PAGE> 37
[FORM OF FACE OF EXCHANGE NOTE]
[INSERT APPROPRIATE LEGEND]
TRW INC.
6 5/8% Notes Due 2004
[CUSIP] [ISIN] [COMMON CODE]
No. $[ ]
TRW INC., an Ohio corporation (the "Company", which term
includes any successor under the Indenture hereinafter referred to), for value
received, promises to pay to [ ], or its registered assigns, the principal sum
of [ ] Dollars ($[ ]) on June 1, 2004.
Interest Payment Dates: June 1 and December 1, commencing
December 1, 1999.
Regular Record Dates: May 15 and November 15.
Reference is hereby made to the further provisions of this
Exchange Note set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
Capitalized terms used herein and not defined herein have the
meanings ascribed thereto in the Indenture dated as of May 1, 1986 (the
"Original Indenture"), as supplemented and amended by the First Supplemental
Indenture, dated as of August 24, 1989, the Second Supplemental Indenture dated
as of June 2, 1999, and the Third Supplemental Indenture dated as of June 2,
1999 (collectively, the "Supplemental Indentures"; the Original Indenture, as
amended by the Supplemental Indentures is hereinafter referred to as the
"Indenture"). This Exchange Note is one of the series of Securities of the
Company issued pursuant to the Indenture and is designated as the 6 5/8%
Exchange Notes Due 2004 (hereinafter referred to as the "Exchange Notes"),
limited in aggregate principal amount to $700,000,000.
<PAGE> 38
IN WITNESS WHEREOF, the Company has caused this Exchange Note
to be signed manually or by facsimile by its duly authorized officers under its
corporate seal.
Date: TRW INC.
By:
--------------------------
[SEAL]
Attest:
- -----------------------------
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:
---------------------------
<PAGE> 39
[FORM OF REVERSE SIDE OF EXCHANGE NOTE]
TRW INC.
6 5/8% Notes Due 2004
1. PRINCIPAL AND INTEREST.
TRW Inc., a corporation duly organized and existing under the
laws of the State of Ohio (herein called the "Company", which term includes any
successor Person under the Indenture herein after referred to), for value
received, hereby promises to pay _____________, or its registered assigns, the
principal sum of $ Dollars [($ )] (the "Principal Amount"), on June 1, 2004, and
to pay interest on the Principal Amount at the rate of 6 5/8% per annum (the
"Specified Rate"); [provided, however, that if a Registration Default (as
defined in the Registration Rights Agreement) has occurred, additional interest
will be payable on this Note at a rate of .25% per annum (the "Additional
Interest") from and including the date on which such Registration Default
occurred to but excluding the date on which all Registration Defaults were cured
if such Additional Interest was not paid prior to the date on which the Initial
Note was exchanged for this Exchange Note.1] The Company will pay interest
semiannually in arrears on December 1 and June 1 of each year (each an "Interest
Payment Date") commencing on December 1, 1999. Interest on the Exchange Notes
shall accrue from June 2, 1999, or the most recent date to which interest has
been paid. Interest shall be computed on the basis of a 360-day year of twelve
30-day months. The interest payment at the Stated Maturity of the Principal
Amount will include interest accrued to but excluding the date of such Stated
Maturity and will be payable to the person to whom principal is payable.
If the Principal Amount of, and any accrued interest on, the
Exchange Notes is declared due and payable as provided in Section 9, the Company
shall pay interest on the overdue Principal Amount at a rate per annum equal to
the Specified Rate, and it shall pay interest on overdue installments of
interest at the same rate (to the extent that payment of such interest shall be
legally enforceable).
- ------------
1 Insert if at the time of issuance of the Exchange Note Additional Interest
has accrued on the Initial Note but has not been paid prior to the date the
Initial Note was exchanged for the Exchange Note.
<PAGE> 40
Such interest shall accrue from the date such overdue amount was due to the date
payment of such amount, including interest thereon, has been made or duly
provided for.
If the Company defaults in a payment of interest on the
Exchange Notes, it shall pay the defaulted interest, plus (to the extent that
the payment of such interest shall be legally enforceable), any interest payable
on the defaulted interest, to the persons who are Holders on a subsequent
Special Record Date. Such date shall be at least ten (10), and no more than
fifteen (15) days before the payment date. The Company shall fix or cause to be
fixed the Special Record Date and the payment date. At least ten (10) calendar
days before the special record date, the Company shall mail or cause to be
mailed to each Holder a notice that states the Special Record Date, the payment
date and the amount of defaulted interest to be paid.
The Company shall pay interest on the Exchange Notes (except
defaulted interest) to the Persons in whose names the Exchange Notes are
registered at the close of business on the May 15 or November 15 next preceding
the Interest Payment Date (the "Regular Record Date") on the register kept by or
on behalf of the Company for that purpose, even if Exchange Notes are canceled
after such record date and on or before the Interest Payment Date. Holders must
surrender Exchange Notes to the Trustee (or as otherwise specified in the
applicable Company Notice (as defined in Paragraph 7)) to collect principal
payments.
2. PAYING AGENT AND REGISTRAR.
Initially, the Trustee will be the Paying Agent and the
Registrar with respect to this Exchange Note. The Company reserves the right at
any time to vary or terminate the appointment of any Paying Agent or Registrar,
to appoint additional or other Paying Agents and other Registrars and to approve
any change in the office through which any Paying Agent or Registrar acts;
PROVIDED that there will at all times be a Paying Agent in The City of New York.
3. INDENTURE; LIMITATIONS.
This Exchange Note is one of the duly authorized issue of
senior Notes, notes, bonds or other evidences of indebtedness of the Company, of
the series herein specified, all issued or to be issued under and pursuant to
the Indenture, to which reference is hereby made for a statement of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee and any agent of the Trustee, any Paying Agent, the Company and the
Holders
<PAGE> 41
of the Securities and the terms upon which the Securities are issued and are to
be authenticated and delivered.
The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may
have different conversion prices or exchange provisions (if any), may be subject
to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any), may be subject to different
covenants and Events of Default and may otherwise vary as provided or permitted
in the Indenture. This Exchange Note is one of the series of Securities of the
Company issued pursuant to the Indenture and is designated as the 6 5/8% Notes
Due 2004, limited in aggregate principal amount to $700,000,000. The terms of
the Exchange Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended, and
the Securities Act of 1933, as amended. The Exchange Notes are subject to all
such terms and Holders are referred to the Indenture and the Trust Indenture Act
of 1939, as amended, for a statement of those terms. Capitalized terms used but
not defined in the Exchange Notes have the meanings ascribed to them in the
Indenture.
4. REDEMPTION AT THE OPTION OF THE COMPANY.
No sinking fund is provided for the Exchange Notes. The
Exchange Notes will be redeemable as a whole at any time or in part from time to
time, at the option of the Company(a "Redemption Date"), at a redemption price
equal to the greater of (i) 100% of the principal amount of the Exchange Notes
and (ii) the sum of the present values of the remaining scheduled payments of
principal and interest thereon from the redemption date to the maturity date
(exclusive of accrued interest) discounted, in each case, to the redemption date
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (as defined herein) plus 15 basis points, plus
accrued interest thereon to the date of redemption (the "Redemption Price").
"Treasury Rate" means, with respect to any redemption date,
the yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated "H.15(519)" or any successor publication which is published weekly by
the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to
<PAGE> 42
constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the maturity date, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined and the Treasury Rate shall be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month) or
(ii) if that release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semi-annual equivalent to yield maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date. The Treasury Rate shall be calculated
on the third Business Day preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Exchange Notes to be redeemed that would
be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Exchange Notes. "Independent Investment
Banker" means one of the Reference Treasury Dealers appointed by the Trustee
after consultation with the Company.
"Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of four Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated, J.P. Morgan Securities Inc., Salomon Smith Barney Inc. and one
other primary U.S. Government Securities dealer in New York City (each, a
"Primary Treasury Dealer"), appointed by the Trustee in consultation with TRW,
provided, however, that if any of the foregoing shall cease to be a Primary
Treasury Dealer, the Company may substitute therefor another Primary Treasury
Dealer.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption
<PAGE> 43
date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference Treasury
Dealer at 5:00 p.m., New York City time, on the third business day preceding
such redemption date.
Unless the Company defaults in payment of the redemption
price, on and after the redemption date interest will cease to accrue on the
Securities or portions thereof called for redemption.
5. PAYMENT OF ADDITIONAL AMOUNTS.
The Company will, subject to the exceptions and limitations
set forth below, pay as additional interest on the Notes such additional amounts
as are necessary in order that the net payment by the Company or a paying agent
of the principal of and interest on the Notes to a Foreign Holder, after
deduction or withholding for any present or future tax, assessment or
governmental charge of the United States or a political subdivision or taxing
authority thereof or therein, imposed by withholding with respect to the
payment, will not be less than the amount provided in the Notes to be then due
and payable; PROVIDED, HOWEVER, that the foregoing obligation to pay additional
amounts shall not apply:
1. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the Holder, or a fiduciary,
settlor, beneficiary, member or shareholder of the Holder if
the Holder is an estate, trust, partnership or corporation, or
a person holding a power over an estate or trust administered
by a fiduciary holder, considered as:
a. being or having been present or engaged in a trade or
business in the United States or having or having had
a permanent establishment in the United States;
b. having a current or former relationship with the
United States, including a relationship as a citizen
or resident thereof;
c. being or having been a foreign or domestic personal
holding company, a passive foreign investment company
or a controlled foreign corporation with respect to
the United States or a corporation that has
accumulated
<PAGE> 44
earnings to avoid United States federal income tax;
or
d. being or having been a "10-percent shareholder" of
the Company as defined in section 871(h)(3) of the
United States Internal Revenue Code of 1986, as
amended, (the "Code") or any successor provision;
2. to any Holder that is not the sole beneficial owner of the
Notes, or a portion thereof, or that is a fiduciary or
partnership, but only to the extent that a beneficiary or
settlor with respect to the fiduciary or a beneficial owner or
member of the partnership would not have been entitled to the
payment of an additional amount had the beneficiary, settlor,
beneficial owner or member received directly its beneficial or
distributive share of the payment;
3. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the failure of the Holder or any
other person to comply with certification, identification or
information reporting requirements concerning the nationality,
residence, identity or connection with the United States of
the Holder or beneficial owner of such Notes, if compliance is
required by statute, by regulation of the United States
Treasury Department or by an applicable income tax treaty to
which the United States is a party as a precondition to
exemption from, or reduction of, such tax, assessment or other
governmental charge;
4. to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Company or a paying agent
from the payment;
5. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes
effective more than 15 days after the payment becomes due or
is duly provided for, whichever occurs later;
6. to an estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or a similar tax, assessment
or governmental charge;
7. to any tax, assessment or other governmental charge required
to be withheld by any paying agent
<PAGE> 45
from any payment of principal of or interest on any Notes, if
such payment can be made without such withholding by any other
paying agent; or
8. in the case of any combination of items "1." - "7."
The Notes are subject in all cases to any tax, fiscal or other
law or regulation or administrative or judicial interpretation applicable
thereto. Except as specifically provided above, the Company shall not be
required to make any payment with respect to any tax, assessment or governmental
charge imposed by any government or a political subdivision or taxing authority
thereof or therein.
6. REDEMPTION FOR TAXES.
If (a) as a result of any change in, or amendment to, the laws
(or any regulations or rulings promulgated thereunder) of the United States (or
any political subdivision or taxing authority thereof or therein), or any change
in, or amendments to, the official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
is announced or becomes effective on or after May 26, 1999, the Company becomes
or will become obligated to pay additional amounts as described above, or (b)
any act is taken by a taxing authority of the United States on or after May 26,
1999, whether or not such act is taken with respect to the Company or any
affiliate, that results in a substantial probability that the Company will or
may be required to pay such additional amounts, then the Company may, at its
option, redeem, as a whole, but not in part, the Notes on not less than 30 nor
more than 60 days' prior notice, at a redemption price equal to 100% of their
principal amount, together with interest accrued but unpaid thereon to the date
fixed for redemption; provided that the Company determines, in its business
judgment, that the obligation to pay such additional amounts cannot be avoided
by the use of reasonable measures available to it, not including substitution of
the obligor under the Notes. No redemption pursuant to (b) above may be made
unless the Company shall have received an opinion of independent counsel to the
effect that an act taken by a taxing authority of the United States results in a
substantial probability that it will or may be required to pay the additional
amounts described above and the Company shall have delivered to the Trustee a
certificate, signed by a duly authorized officer, stating that based on such
opinion, the Company is entitled to redeem the Notes pursuant to their terms.
<PAGE> 46
7. REDEMPTION PROCEDURE.
If the Company wishes to redeem the Exchange Notes in whole or
in part, then the Company shall give notice in the manner provided in the
Indenture that is not less than thirty (30) nor more than sixty (60) days prior
to the Redemption Date (the "Company Notice") which includes the following
information: (i) the Redemption Date; (ii) the Redemption Price; (iii) if less
than all Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the respective principal
amounts) of the Securities to be redeemed from the Holder to whom the notice is
given; (iv) that on the Redemption Date the Redemption Price will become due and
payable upon each such Security (including applicable interest thereon, if any),
and that interest, if any, thereon shall cease to accrue on said date; (v) the
place where such Securities and coupons, if any, are to be surrendered for
payment of the Redemption Price, which shall be the office or agency of the
Company in the Place of Payment; and (vi) that the redemption is on account of a
sinking fund, if that be the case.
Notice of redemption of Securities to be redeemed shall be
given by the Company or, on Company Order, by the Trustee in the name and at the
expense of the Company.
8. DENOMINATIONS; TRANSFER; EXCHANGE.
The Exchange Notes are issuable in registered form without
coupons, in denominations of $1,000 and integral multiples thereof. Exchange
Notes may be exchanged for a like aggregate principal amount of Exchange Notes
of other authorized denominations at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and in the manner and subject to the
limitations provided in the Indenture.
Upon due presentment for registration of transfer of this
Exchange Note at the office or agency of the Company in the Borough of
Manhattan, The City of New York, a new Exchange Note or Exchange Notes of
authorized denominations for a like aggregate principal amount will be issued to
the transferee in exchange therefor, subject to the limitations provided in the
Indenture.
No service charge shall be made for any such transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax, assessment or other governmental charge payable in connection therewith.
<PAGE> 47
Subject to the provisions of the Indenture, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Exchange Note is registered as the owner hereof for all
purposes, whether or not this Exchange Note is overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
9. DEFEASANCE.
As provided in the Indenture and subject to the satisfaction
of certain conditions set forth therein, at the Company's option, either (i) the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by, and the obligations under, the Securities of any series and to
have satisfied all the obligations (with certain exceptions) under the Indenture
relating to the Securities of such series or (ii) the Company shall cease to be
under any obligation to comply with any term, provision or condition of certain
restrictive covenants under the Indenture or of any provisions set forth, with
respect to the Securities of such series, in any additions or changes to or
deletions from the covenants and Events of Default under the Indenture in the
Board Resolutions or supplemental indenture with respect to the Securities of
such series.
10. AMENDMENT; SUPPLEMENT; WAIVER.
The Indenture permits, with certain exceptions as therein
provided, the Company and the Trustee to enter into supplemental indentures to
the Indenture for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of modifying in
any manner the rights of the Holders of the Securities of each series under the
Indenture with the consent of the Holders of not less than 66 2/3% in aggregate
principal amount of the Securities at the time Outstanding of each series to be
affected thereby on behalf of the Holders of all Securities of such series.
11. DEFAULTS AND REMEDIES.
If an Event of Default with respect to the Exchange Notes
shall have occurred and be continuing, the Principal Amount of the Exchange
Notes and all accrued and unpaid interest thereon may be declared due and
payable in the manner and with the effect provided in the Indenture.
<PAGE> 48
12. AUTHENTICATION.
Unless the certificate of authentication on any Exchange Notes
has been manually executed by or on behalf of the Trustee under the Indenture,
such Exchange Notes shall not be entitled to any benefits under the Indenture or
be valid or obligatory for any purpose.
13. EXCHANGE OFFER; REGISTRATION RIGHTS.
Reserved.
14. OBLIGATION TO PAY INTEREST ABSOLUTE.
No reference herein to the Indenture and no provision of this
Exchange Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the Principal Amount and
any premium of and any interest on the Exchange Notes at the place, rate and
respective times and in the coin or currency prescribed herein and in the
Indenture.
15. HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT.
Each Holder of an Exchange Note, by acceptance thereof,
acknowledges and agrees to the provisions of the Registration Rights
Agreement, including, without limitation, the obligations of the Holders with
respect to a registration and the indemnification of the Company to the extent
provided therein.
16. GOVERNING LAW.
THIS EXCHANGE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS.
17. ABBREVIATIONS.
Customary abbreviations may be used in the name of a Holder or
an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors
Act).
The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture.
<PAGE> 49
Requests may be made to TRW Inc., 1900 Richmond Road, Cleveland, Ohio 44124,
Attention of Secretary.
<PAGE> 50
[FORM OF TRANSFER NOTICE]
FOR VALUE RECEIVED the undersigned registered holder hereby
sell(s), assign(s) and transfer(s) unto
- --------------------------------------------------------------------------------
Please print or typewrite name and address including zip code of assignee
- --------------------------------------------------------------------------------
(Insert assignee's Soc. Sec. or Tax I.D. No.)
this Exchange Note and all rights thereunder, hereby irrevocably constituting
and appointing ______________ attorney to transfer said Exchange Note on the
books of the Company with full power of substitution in the premises.
-----------------------------------
Signature
Date:
---------------
<PAGE> 1
Exhibit 4(e)
- --------------------------------------------------------------------------------
TRW INC.
And
THE CHASE MANHATTAN BANK, as Trustee
--------------
Fourth Supplemental Indenture
Dated as of June 2, 1999
Relating to the 7 1/8% Notes Due 2009
--------------
- --------------------------------------------------------------------------------
<PAGE> 2
FOURTH SUPPLEMENTAL INDENTURE (this "Fourth Supplemental
Indenture") dated as of June 2, 1999, among TRW Inc., an Ohio
corporation (the "Company"), and THE CHASE MANHATTAN BANK, a New York
banking corporation, as successor trustee (the "Trustee") to Mellon
Bank, N.A.
WHEREAS the Company has executed and delivered to the Trustee
an Indenture dated as of May 1, 1986 (the "Original Indenture"), as amended by
the First Supplemental Indenture dated as of August 24, 1989, the Second
Supplemental Indenture dated as of June 2, 1999, the Third Supplemental
Indenture dated as of June 2, 1999, and the Fourth Supplemental Indenture dated
as of June 2, 1999, between the Company and the Trustee (collectively, the
"Supplemental Indentures"; the Original Indenture, as amended by the
Supplemental Indentures is herein called the "Indenture") providing for the
issuance and sale by the Company from time to time of its senior debt securities
(the "Securities");
WHEREAS Section 11.01(f) of the Indenture permits the Company,
when authorized by a resolution of the Board of Directors of the Company, and
the Trustee, at any time and from time to time, to enter into one or more
indentures supplemental to the Indenture, in form satisfactory to the Trustee,
for the purpose of establishing any form of Security, as provided in Section
2.02 of the Indenture, providing for the issuance of any additional series of
Securities as provided in Section 3.01 of the Indenture and to set forth the
terms thereof;
WHEREAS the Company proposes in and by this Fourth
Supplemental Indenture to supplement and amend the Indenture in certain respects
to establish a series of Securities issued pursuant to the Indenture designated
as the 7 1/8% Notes Due 2009 limited in aggregate principal amount to
$750,000,000 (the "Notes"). The Notes shall consist of the Initial Notes and the
Exchange Notes (both as defined herein), which together shall constitute one
series of Securities for purposes of the Indenture; and
WHEREAS the Company has requested that the Trustee execute and
deliver this Fourth Supplemental Indenture and have certified that all
requirements necessary to make this Fourth Supplemental Indenture a valid
instrument in accordance with its terms have been satisfied, and that the
execution and delivery of this Fourth Supplemental Indenture has been duly
authorized in all respects.
<PAGE> 3
NOW THEREFORE, the Company and the Trustee hereby agree that
the following sections of this Fourth Supplemental Indenture supplement and
amend the Indenture with respect to that series of Securities which consists of
the Notes:
SECTION 1. DEFINITIONS. (a) Capitalized terms used herein and
not defined herein have the meanings ascribed to such terms in the Indenture.
(b) Section 1.01 of Article One of the Indenture is hereby
supplemented, solely with respect to that series of Securities which consists of
Notes, to add the following definitions:
"Agent Members" has the meaning provided in Section 2.06.
"Depository" means The Depository Trust Company, its nominees
and their respective successors.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Exchange Notes" means any Notes if and when issued pursuant
to this Indenture in connection with an Exchange Offer for a like principal
amount of the Initial Notes.
"Exchange Offer" has the meaning provided in the Registration
Rights Agreement.
"Foreign Holder" means a holder of a Note that is, for United
States Federal income tax purposes (a) a non-resident alien individual, (b) a
foreign corporation or (c) an estate or trust that is not a United States
Holder.
"Global Notes" has the meaning provided in Section 2.02.
"Initial Notes" means a series of Securities issued pursuant
to the Indenture and designated as the 7 1/8% Notes Due 2009 limited in
aggregate principal amount to $750,000,000.
"Institutional Accredited Investor" means an institution that
is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act.
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<PAGE> 4
"Non-U.S. Person" means a Person who is not a "U.S. person"
(as defined in Regulation S).
"Notes Closing Date" means June 2, 1999.
"Notes" means the series of Securities issued pursuant to this
Indenture designated as the 7 1/8% Notes Due 2009 and limited in aggregate
principal amount to $750,000,000.
"Physical Notes" has the meaning provided in Section 2.02.
"Private Placement Legend" means the legend initially set
forth on the Notes in the form set forth in Section 2.05(a).
"Purchase Agreement" means with respect to the Initial Notes,
the Purchase Agreement dated May 26, 1999, among the Company and the
representatives of the Initial Purchasers.
"QIB" means a "qualified institutional buyer" as defined in
Rule 144A.
"Registration Rights Agreement" means the Registration Rights
Agreement dated May 26, 1999, among the Company, and Morgan Stanley & Co.
Incorporated, J.P. Morgan Securities Inc. and Salomon Smith Barney Inc. as the
representatives of the Initial Purchasers (as defined in the Registration Rights
Agreement).
"Registration Statement" means the Registration Statement as
defined and described in the Registration Rights Agreement.
"Regulation S" means Regulation S under the Securities Act.
"Rule 144A" means rule 144A under the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended.
"Shelf Registration Statement" has the meaning provided in the
Registration Rights Agreement.
"Transfer Restricted Notes" means Notes that bear or are
required to bear the legend set forth in Section 2.05(a) hereto.
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<PAGE> 5
"United States Holder" means a holder of a Note that is, for
United States Federal income tax purposes,
(1) a citizen or resident of the United States;
(2) a corporation or other entity taxable as a
corporation created or organized under United States
law (Federal or state); or
(3) an estate or trust whose world-wide income is subject
to United States Federal income tax.
SECTION 2. CREATION OF SERIES OF SECURITIES. Pursuant to
Section 3.01 of the Indenture, there is hereby created a new series of
Securities designated as the "7 1/8% Notes Due 2009" limited in aggregate
principal amount to $750,000,000. The Notes shall include the Initial Notes and
the Exchange Notes, which together shall constitute one series of Securities for
purposes of the Indenture.
SECTION 3. AMENDMENTS TO ARTICLE TWO. (a) The Initial Notes
are being offered and sold by the Company pursuant to the Purchase Agreement.
Section 2.02 of Article Two of the Indenture is hereby supplemented and amended,
solely with respect to that series of Securities which consists of Notes, by
adding thereto at the end thereof the following:
"The Notes shall be substantially in the form annexed hereto
as Exhibit A. The terms and provisions contained in the form of the Notes
annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a
part of this Indenture. To the extent applicable, the Company and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby.
Notes offered and sold in reliance on Rule 144A or in reliance
on Regulation S, in each case as provided in the Purchase Agreement shall be
issued initially in the form of one or more permanent global Notes in
definitive, fully registered form without interest coupons with the global
securities legend set forth in Section 2.05(b) and the restricted securities
legend set forth in Section 2.05(a), (each, a "GLOBAL NOTE"), which shall be
deposited on behalf of the purchasers of the Initial Notes represented thereby
with the Trustee, at its New York Office, as custodian for the Depository (or
such other custodian as the Depository may direct), duly executed by the Company
and authenticated by the Trustee as herein provided. The aggregate principal
amount of the Global Notes may from time to time be increased or decreased by
adjustments made on the records of
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<PAGE> 6
the Trustee and the Depository or its nominee, as hereinafter provided.
Notes initially offered and sold to Institutional Accredited
Investors in transactions exempt from the registration requirements of the
Securities Act shall be issued in the form of certificated Notes in definitive,
fully registered form without interest coupons with the securities legend and
the restricted securities legend set forth in Section 2.05(a) hereto (the
"PHYSICAL NOTES"). Notes issued pursuant to Section 2.06 in exchange for
interests in the Global Notes shall be Physical Notes.
(b) Article Two of the Indenture is hereby supplemented and
amended, solely with respect to that series of Securities which consists of
Notes, by adding thereto at the end thereof the following new Section 2.05:
"Section 2.05. RESTRICTIVE LEGENDS. (a)(i) Except as permitted
by the following paragraphs (ii), (iii) and (iv), each Note certificate (and all
Notes issued in exchange therefor or in substitution thereof) shall bear a
legend in substantially the following form:
"THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN
THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED
INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN
AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN TWO YEARS AFTER THE
ORIGINAL ISSUANCE OF THE NOTES, RESELL OR OTHERWISE TRANSFER THIS NOTE
EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED
INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A
SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF
WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF SUCH TRANSFER IS
IN RESPECT OF
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<PAGE> 7
AN AGGREGATE PRINCIPAL AMOUNT OF NOTES AT THE TIME OF TRANSFER OF LESS
THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT
SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE
THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE
904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, AND (3) AGREES THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS
NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THE NOTES, THE
HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF
RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS NOTE TO THE
TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED
INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE
TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT
SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION,"
"UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A
PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY
TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS."
(ii) Upon any sale or transfer of a Transfer Restricted Note
(including any Transfer Restricted Note represented by a Global Note)
pursuant to Rule 144 under the Securities Act, the Registrar shall
permit the Holder thereof to exchange such Transfer Restricted Note for
a Note that does not bear the legend set forth above and rescind any
restriction on the transfer of such Transfer Restricted Note, if the
Holder certifies in writing to the Registrar that its request for such
exchange was made in reliance on Rule 144; PROVIDED, HOWEVER, that (1)
if such exchange occurs prior to an Exchange Offer the Registrar shall
issue an Initial Note that does not bear the legend set forth above and
(2) if such exchange occurs after an Exchange Offer, the Registrar
shall issue an Exchange Note.
(iii) After a transfer of any Initial Notes during the period
of the effectiveness of a Shelf Registration Statement with respect to
such Initial Notes all
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<PAGE> 8
requirements pertaining to legends on such Initial Note will cease to
apply, and an Initial Note without legends will be available to
the transferee of the Holder of such Initial Notes upon exchange of
such transferring Holder's Initial Notes in the form of a Physical
Notes or directions to transfer such Holder's interest in the Global
Note, as applicable.
(iv) Upon the consummation of an Exchange Offer with respect
to the Initial Notes pursuant to which Holders of such Initial Notes
are offered Exchange Notes in exchange for their Initial Notes,
Initial Notes with the restricted securities legend set forth in
Section 2.05(a) will be available to Holders of such Initial Notes
that do not exchange their Initial Notes, and Exchange Notes in
certificated or global form without the restricted securities
legend will be available to Holders that exchange such Initial Notes
in such Exchange Offer.
(v) Upon the consummation of an Exchange Offer, holders who
are not entitled to participate in the Exchange Offer shall be entitled
to exchange their Initial Notes for Exchange Notes in the form of
Physical Notes, PROVIDED that such Physical Notes shall bear the legend
set forth in paragraph (a)(i) of this Section and shall constitute
Transfer Restricted Notes.
(b) Each Global Note, Initial Note and Exchange Note (other
than Physical Notes), shall also bear the following legend on the face thereof:
"UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF
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<PAGE> 9
CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTION 2.07 OF THE INDENTURE."
(c) OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF
NOTES.
(i) To permit registrations of transfers and exchanges, the
Company shall execute and the Trustee shall authenticate Physical Notes
and Global Notes at the Registrar's request.
(ii) No service charge shall be made for any registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any transfer tax or other governmental charge that
may be imposed in connection with any registration of transfer or
exchange of Notes other than exchanges pursuant to Sections 3.04, 4.07
or 11.04 not involving any transfer.
(iii) The Company shall not be required to (A) to issue,
register, register the transfer of or exchange any Note during a period
of 15 days preceding the selection of Notes for redemption, or (B)
register the transfer of or exchange of any Physical Note selected for
redemption in whole or in part pursuant to Article 3 of this Indenture,
except in the case of any Physical Note to be redeemed in part, the
portion thereof not to be redeemed.
(iv) Prior to the due presentation for registration of
transfer of any Note, the Company, the Trustee, the Paying Agent, the
Registrar may deem and treat the person in whose name a Note is
registered as the absolute owner of such Note for the purpose of
receiving payment of principal of and interest on such Note and for all
other purposes whatsoever, whether or not such Note is overdue, and
none of the Company, the Trustee, the Paying Agent or the Registrar
shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to
the terms of this Indenture shall evidence the same debt and shall be
entitled to the same benefits under this Indenture as the Notes
surrendered upon such transfer or exchange.
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<PAGE> 10
(d) NO OBLIGATION OF THE TRUSTEE.
(i) The Trustee shall have no responsibility or obligation to
any beneficial owner of a Global Note, a member of, or a participant in
the Depository or other Person with respect to the accuracy of the
records of the Depository or its nominee or of any participant or
member thereof, with respect to any ownership interest in the Notes or
with respect to the delivery to any participant, member, beneficial
owner or other Person (other than the Depository) of any notice
(including any notice of redemption) or the payment of any amount,
under or with respect to such Notes. All notices and communications to
be given to the Holders and all payments to be made to Holders under
the Notes shall be given or made only to or upon the order of the
registered Holders (which shall be the Depository or its nominee in the
case of a Global Note). The rights of beneficial owners in any Global
Note shall be exercised only through the Depository subject to the
applicable rules and procedures of the Depository. The Trustee may rely
and shall be fully protected in relying upon information furnished by
the Depository with respect to its members, participants and any
beneficial owners.
(ii) The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to
any transfer of any interest in any Note (including any transfers
between or among Depository participants, members or beneficial owners
in any Global Note) other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and
to do so if and when expressly required by, the terms of this
Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof."
(c) Article Two of the Indenture is hereby supplemented and
amended, solely with respect to that series of Securities which consists of
Notes, by adding thereto at the end thereof the following new Section 2.06:
"Section 2.06. BOOK-ENTRY PROVISIONS FOR GLOBAL NOTES. (a)
This Section 2.06(a) shall apply only to a Global Note deposited with or on
behalf of the Depository. The Company shall execute and the Trustee shall, in
accordance with this Section 2.06, authenticate and deliver initially one or
more Global Notes that (i) shall be
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<PAGE> 11
registered in the name of the Depository for such Global Note or Global Notes
or the nominee of such Depository, (ii) shall be delivered by the Trustee to
such Depository or pursuant to such Depository's instructions or held by the
Trustee as custodian for the Depository and (iii) bear legends as set forth
in Section 2.05(b).
Members of, or participants in, the Depository (the "AGENT
MEMBERS") shall have no rights under this Indenture with respect to any Global
Note held on their behalf by the Depository, or the Trustee as its custodian, or
under the Global Note and the Depository may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner of
such Global Note for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by the Depository or impair, as between the
Depository and its Agent Members, the operation of customary practices governing
the exercise of the rights of a Holder of any Note.
(b) Transfers of a Global Note shall be limited to transfers
of such Global Note in whole, but not in part, to the Depository, its successor
or their respective nominees. Interests of beneficial owners in a Global Note
may be transferred in accordance with the rules and procedures of the Depository
and the provisions of Section 2.07. In addition, Physical Notes shall be
transferred to all beneficial owners in exchange for their beneficial interests
in the Global Notes if (i) the Depository notifies the Company in writing that
it (or its nominee) is unwilling or unable to continue to act as Depository for
the Global Notes under the Exchange Act and a successor depository registered as
a clearing agency under the Exchange Act is not appointed by the Company within
90 days of such notice or (ii) at any time if the Company determines that the
Global Notes (in whole but not in part) should be exchanged for Physical Notes.
In addition to the foregoing, during the continuance of an Event of Default
holders of book-entry interests will be entitled to request and receive
Physical Notes. Such Physical Notes will be issued to and registered in the
name of, or as directed by, that person only upon the request in writing made
through a Depository participant.
(c) In connection with any transfer of a portion of the
beneficial interests in a Global Note to beneficial owners pursuant to paragraph
(b) of this Section, the Registrar shall reflect on its books and records the
date
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<PAGE> 12
and a decrease in the principal amount of the Global Notes in an amount equal
to the principal amount of the beneficial interest in such Global Notes to be
transferred, and the Company shall execute, and the Trustee shall authenticate
and deliver, one or more Physical Notes of like tenor and amount.
(d) In connection with the transfer of the entire Global Note
to beneficial owners pursuant to clauses (i) or (ii) of paragraph (b) of this
Section, the Global Note shall be deemed to be surrendered to the Trustee for
cancelation, and the Company shall execute, and the Trustee shall authenticate
and deliver, to each beneficial owner identified by the Depository in exchange
for its beneficial interest in the Global Note an equal aggregate principal
amount of Physical Notes of authorized denominations.
(e) Any Physical Note delivered in exchange for an interest in
the Global Note pursuant to paragraph (b) or (d) of this Section shall, except
as otherwise provided by paragraph (a) of Section 2.05, bear the legend
regarding transfer restrictions applicable to the Physical Note set forth in
Section 2.05.
(f) The registered holder of a Global Note may grant proxies
and otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Notes.
(g) Beneficial owners of interests in a Global Note may
receive Physical Notes (which shall bear the Private Placement Legend if
required by Section 2.05) in accordance with the procedures of the Depository.
In connection with the execution, authentication and delivery of such Physical
Notes, the Registrar shall reflect on its books and records a decrease in the
principal amount of the Global Note equal to the principal amount of such
Physical Notes and the Company shall execute and the Trustee shall authenticate
and deliver one or more Physical Notes having an equal aggregate principal
amount.
(i) CANCELLATION OR ADJUSTMENT OF GLOBAL NOTE. At such time as
all beneficial interests in a Global Note have either been exchanged for
Physical Notes, redeemed, repurchased or canceled, such Global Note shall be
returned to the Depository for cancellation or retained and canceled by the
Trustee. At any time prior to such cancellation, if any beneficial interest in a
Global Note is exchanged for Physical Notes, redeemed, repurchased or
canceled, the principal amount of Notes represented by such Global Note
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<PAGE> 13
shall be reduced and an adjustment shall be made on the books and records of the
Trustee with respect to such Global Note, by the Trustee to reflect such
reduction."
(d) Article Two of the Indenture is hereby supplemented and
amended, solely with respect to that series of Securities which consists of
Notes, by adding thereto at the end thereof the following new Section 2.07:
"Section 2.07. TRANSFER AND EXCHANGE. (a) TRANSFER AND
EXCHANGE OF GLOBAL NOTES. (i) The transfer and exchange of Global Notes or
beneficial interests therein shall be effected through the Depository, in
accordance with this Indenture (including applicable restrictions on transfer
set forth herein, if any) and the procedures of the Depository therefor. A
transferor of a beneficial interest in a Global Note shall deliver to the
Registrar a written order given in accordance with the Depository's procedures
containing information regarding the participant account of the Depository to
credited with a beneficial interest in the Global Note. The Registrar shall, in
accordance with such instructions, instruct the Depository to credit to the
account of the Person specified in such instructions a beneficial interest in
the Global Note and to debit the account of the Person making the transfer the
beneficial interest in the Global Note being transferred.
(ii) Notwithstanding any other provisions of this Supplemental
Indenture (other than the provisions set forth in Section 2.06(b)), a
Global Note may not be transferred as a whole except by the Depository
to a nominee of the Depository or by a nominee of the Depository to the
Depository or another nominee of the Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such
successor Depository.
(iii) In the event that a Global Note is exchanged for
Physical Notes pursuant to Section 2.06(b), prior to the consummation
of an Exchange Offer or the effectiveness of a Shelf Registration
Statement with respect to such Notes, such Notes may be exchanged only
in accordance with such procedures as are substantially consistent with
the provisions of this Section 2.07 (including the certification
requirements set forth on the reverse of the Initial Notes intended to
ensure that such transfers comply with Rule 144A, Regulation D or
Regulation S, as the case may be) and such other procedures as may from
time to time be adopted by the Company.
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<PAGE> 14
(b) GENERAL. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such a Note acknowledges the restrictions on
transfer of such Note set forth in this Indenture and in the Private Placement
Legend and agrees that it will transfer such Note only as provided in this
Indenture. The Registrar shall not register a transfer of any Note unless such
transfer complies with the restrictions on transfer of such Note set forth in
this Indenture. In connection with any transfer of Notes, each Holder agrees by
its acceptance of the Notes to furnish the Registrar or the Company such
certifications, legal opinions or other information as either of them may
reasonably require to confirm that such transfer is being made pursuant to an
exemption from, or a transaction not subject to, the registration requirements
of the Securities Act; provided that the Registrar shall not be required to
determine (but may conclusively rely on a determination made by the Company with
respect to) the sufficiency of any such certifications, legal opinions or other
information.
The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 3.05 or this Section
2.07 in accordance with its customary procedures. The Company shall have the
right to inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Registrar."
SECTION 4. AMENDMENT TO ARTICLE THREE. The third paragraph of
Section 3.05 of Article Three of the Indenture is hereby supplemented and
amended, solely with respect to that series of Securities which consists of
Notes, to read in its entirety as follows:
"Subject to Sections 2.06 and 2.07, at the option of the
Holder, Securities of any series may be exchanged for other Securities
of such series of any authorized denominations, of a like aggregate
principal amount and Stated Maturity and of like tenor and terms
(including an exchange of Initial Notes for Exchange Notes), upon
surrender of the Securities to be exchanged at such office or agency.
Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Securityholder making the exchange is entitled to
receive; PROVIDED, that no exchanges of Initial Notes for Exchange
Notes shall occur until a Registration Statement shall have been
declared effective by the Commission (confirmed in an Officers'
Certificate delivered to the Trustee) and
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that any Initial Notes that are exchanged for Exchange Notes shall
be canceled by the Trustee."
SECTION 5. AMENDMENTS TO ARTICLE FOUR. (a) Article Four of the
Indenture is hereby supplemented and amended, solely with respect to that series
of Securities which consists of Notes, by adding thereto at the end thereof the
following new Section 4.09:
"Section 4.09. PAYMENT OF ADDITIONAL AMOUNTS. The Company
will, subject to the exceptions and limitations set forth below, pay as
additional interest on the Notes such additional amounts as are necessary in
order that the net payment by the Company or a paying agent of the principal of
and interest on the Notes to a Foreign Holder, after deduction or withholding
for any present or future tax, assessment or governmental charge of the United
States or a political subdivision or taxing authority thereof or therein,
imposed by withholding with respect to the payment, will not be less than the
amount provided in the Notes to be then due and payable; PROVIDED, HOWEVER,
that the foregoing obligation to pay additional amounts shall not apply:
1. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the Holder, or a fiduciary,
settlor, beneficiary, member or shareholder of the Holder if
the Holder is an estate, trust, partnership or corporation, or
a person holding a power over an estate or trust administered
by a fiduciary holder, considered as:
a. being or having been present or engaged in a trade or
business in the United States or having or having had
a permanent establishment in the United States;
b. having a current or former relationship with the
United States, including a relationship as a citizen
or resident thereof;
c. being or having been a foreign or domestic personal
holding company, a passive foreign investment company
or a controlled foreign corporation with respect to
the United States or a corporation that has
accumulated earnings to avoid United States federal
income tax; or
d. being or having been a "10-percent shareholder" of
the Company as defined in
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<PAGE> 16
section 871(h)(3) of the United States Internal Revenue
Code of 1986, as amended, (the "Code") or any successor
provision;
2. to any Holder that is not the sole beneficial owner of the
Notes, or a portion thereof, or that is a fiduciary or
partnership, but only to the extent that a beneficiary or
settlor with respect to the fiduciary or a beneficial owner or
member of the partnership would not have been entitled to the
payment of an additional amount had the beneficiary, settlor,
beneficial owner or member received directly its beneficial or
distributive share of the payment;
3. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the failure of the Holder or any
other person to comply with certification, identification or
information reporting requirements concerning the nationality,
residence, identity or connection with the United States of
the Holder or beneficial owner of such Notes, if compliance
is required by statute, by regulation of the United States
Treasury Department or by an applicable income tax treaty to
which the United States is a party as a precondition to
exemption from, or reduction of, such tax, assessment or
other governmental charge;
4. to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Company or a paying agent
from the payment;
5. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes
effective more than 15 days after the payment becomes due or
is duly provided for, whichever occurs later;
6. to an estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or a similar tax, assessment
or governmental charge;
7. to any tax, assessment or other governmental charge required
to be withheld by any paying agent from any payment of
principal of or interest on any Notes, if such payment can be
made without such withholding by any other paying agent; or
15
<PAGE> 17
8. in the case of any combination of items "1." - "7."
The Notes are subject in all cases to any tax, fiscal or other
law or regulation or administrative or judicial interpretation applicable
thereto. Except as specifically provided under this Section 4.09, the Company
shall not be required to make any payment with respect to any tax, assessment or
governmental charge imposed by any government or a political subdivision or
taxing authority thereof or therein."
(b) Article Four of the Indenture is hereby supplemented and amended,
solely with respect to that series of Securities which consists of Notes, by
adding thereto at the end thereof the following new Section 4.10:
"SECTION 4.10. REDEMPTION. If (a) as a result of any change
in, or amendment to, the laws (or any regulations or rulings promulgated
thereunder) of the United States (or any political subdivision or taxing
authority thereof or therein), or any change in, or amendments to, the official
position regarding the application or interpretation of such laws, regulations
or rulings, which change or amendment is announced or becomes effective on or
after May 26, 1999, the Company becomes or will become obligated to pay
additional amounts as described under Section 4.09 above, or (b) any act is
taken by a taxing authority of the United States on or after May 26, 1999,
whether or not such act is taken with respect to the Company or any affiliate,
that results in a substantial probability that the Company will or may be
required to pay such additional amounts, then the Company may, at its option,
redeem, as a whole, but not in part, the Notes on not less than 30 nor more
than 60 days' prior notice, at a redemption price equal to 100% of their
principal amount, together with interest accrued but unpaid thereon to the date
fixed for redemption; provided that the Company determines, in its business
judgment, that the obligation to pay such additional amounts cannot be avoided
by the use of reasonable measures available to it, not including substitution
of the obligor under the Notes. No redemption pursuant to (b) above may be
made unless the Company shall have received an opinion of independent counsel
to the effect that an act taken by a taxing authority of the United States
results in a substantial probability that it will or may be required to pay the
additional amounts described in Section 4.09 and the Company shall have
delivered to the Trustee a certificate, signed by a duly authorized officer,
stating that based on such opinion, the Company is entitled to redeem the Notes
pursuant to their terms."
16
<PAGE> 18
SECTION 6. THIS FOURTH SUPPLEMENTAL INDENTURE. This Fourth
Supplemental Indenture and the Exhibits hereto shall be construed as
supplemental to the Indenture and shall form a part of it, and the Indenture is
hereby incorporated by reference herein and each is hereby ratified, approved
and confirmed.
SECTION 7. GOVERNING LAW. THIS FOURTH SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
SECTION 8. COUNTERPARTS. This Fourth Supplemental Indenture
may be executed in any number of counterparts, each of which shall be an
original; but such counterparts shall together constitute but one and the same
instrument.
SECTION 9. HEADINGS. The headings of this Fourth Supplemental
Indenture are for reference only and shall not limit or otherwise affect the
meaning hereof.
SECTION 10. TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals
herein contained are made by the Company, and not by the Trustee, and the
Trustee assumes no responsibility for the correctness thereof. The Trustee shall
not be responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Fourth Supplemental Indenture.
SECTION 11. SEVERABILITY. In case any one or more of the
provisions contained in this Fourth Supplemental Indenture or in the Securities
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provisions of the Fourth Supplemental Indenture or of the Securities, but
this Fourth Supplemental Indenture and the Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.
17
<PAGE> 19
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be duly executed by their respective authorized
officers as of the date first written above.
TRW Inc.,
by
/s/ William B. Lawrence
--------------------------------------
Name: William B. Lawrence
Title: Executive Vice President,
General Counsel and Secretary
THE CHASE MANHATTAN BANK, as Trustee,
by
/s/ R.J. Halleran
--------------------------------------
Name: R.J. Halleran
Title: Second Vice President
18
<PAGE> 20
EXHIBIT A
---------
[FORM OF FACE OF INITIAL NOTE]
[INSERT APPROPRIATE LEGEND]
TRW INC.
7 1/8% Notes Due 2009
[CUSIP] [ISIN] [COMMON CODE]
No. $[ ]
TRW INC., an Ohio corporation (the "Company", which term
includes any successor under the Indenture hereinafter referred to), for value
received, promises to pay to [ ], or its registered assigns, the principal sum
of [ ] Dollars ($[ ]) on June 1, 2009.
Interest Payment Dates: June 1 and December 1, commencing
December 1, 1999.
Regular Record Dates: May 15 and November 15.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Capitalized terms used herein and not defined herein have the
meanings ascribed thereto in the Indenture dated as of May 1, 1986 (the
"Original Indenture"), as supplemented and amended by the First Supplemental
Indenture, dated as of August 24, 1989, the Second Supplemental Indenture dated
as of June 2, 1999, the Third Supplemental Indenture dated as of June 2, 1999,
and the Fourth Supplemental Indenture dated as of June 2, 1999 (collectively,
the "Supplemental Indentures"; the Original Indenture, as amended by the
Supplemental Indentures is hereinafter referred to as the "Indenture"). This
Note is one of the series of Securities of the Company issued pursuant to the
Indenture and is designated as the 7 1/8% Notes Due 2009 (hereinafter referred
to as the "Notes"), limited in aggregate principal amount to $750,000,000.
<PAGE> 21
IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its duly authorized officers under its
corporate seal.
Date: TRW INC.
By:
--------------------------
[SEAL]
Attest:
- -----------------------------
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:
------------------------------
<PAGE> 22
[FORM OF REVERSE SIDE OF INITIAL NOTE]
TRW INC.
7 1/8% Notes Due 2009
1. PRINCIPAL AND INTEREST.
TRW Inc., a corporation duly organized and existing under the
laws of the State of Ohio (herein called the "Company", which term includes any
successor Person under the Indenture herein after referred to), for value
received, hereby promises to pay __________, or its registered assigns, the
principal sum of $ Dollars [($ )] (the "Principal Amount"), on June 1,
2009, and to pay interest on the Principal Amount at the rate of 7 1/8% per
annum (the "Specified Rate"); provided, however, that if a Registration Default
(as defined in the Registration Rights Agreement) occurs, additional interest
will accrue on this Note at a rate of .25% per annum (the "Additional
Interest") from and including the date on which such Registration Default shall
occur to but excluding the date on which all Registration Defaults have been
cured. The Company will pay interest semiannually in arrears on December 1 and
June 1 of each year (each an "Interest Payment Date") commencing on December 1,
1999. Interest on the Notes shall accrue from June 2, 1999, or the most recent
date to which interest has been paid. Interest shall be computed on the basis
of a 360-day year of twelve 30-day months. The interest payment at the Stated
Maturity of the Principal Amount will include interest accrued to but excluding
the date of such Stated Maturity and will be payable to the person to whom
principal is payable.
If the Principal Amount of, and any accrued interest on, the
Notes is declared due and payable as provided in Section 9, the Company shall
pay interest on the overdue Principal Amount at a rate per annum equal to the
Specified Rate, and it shall pay interest on overdue installments of interest at
the same rate (to the extent that payment of such interest shall be legally
enforceable). Such interest shall accrue from the date such overdue amount was
due to the date payment of such amount, including interest thereon, has been
made or duly provided for.
Any amounts of Additional Interest due hereunder will be
payable in cash, on the same original payment dates as other interest due on
this Note. The amount of Additional Interest due on this Note will be determined
by multiplying the applicable Additional Interest rate by the
<PAGE> 23
outstanding principal amount of this Note, multiplied by a fraction, the
numerator of which is the number of days such Additional Interest rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months), and the denominator of which is 360.
If the Company defaults in a payment of interest on the Notes,
it shall pay the defaulted interest, plus (to the extent that the payment of
such interest shall be legally enforceable), any interest payable on the
defaulted interest, to the persons who are Holders on a subsequent Special
Record Date. Such date shall be at least ten (10), and no more than fifteen (15)
days before the payment date. The Company shall fix or cause to be fixed the
Special Record Date and the payment date. At least ten (10) calendar days before
the special record date, the Company shall mail or cause to be mailed to each
Holder a notice that states the Special Record Date, the payment date and the
amount of defaulted interest to be paid.
The Company shall pay interest on the Notes (except defaulted
interest) to the Persons in whose names the Notes are registered at the close of
business on the May 15 or November 15 next preceding the Interest Payment Date
(the "Regular Record Date") on the register kept by or on behalf of the Company
for that purpose, even if Notes are canceled after such record date and on or
before the Interest Payment Date. Holders must surrender Notes to the Trustee
(or as otherwise specified in the applicable Company Notice (as defined in
Paragraph 7)) to collect principal payments.
2. PAYING AGENT AND REGISTRAR.
Initially, the Trustee will be the Paying Agent and the
Registrar with respect to this Note. The Company reserves the right at any time
to vary or terminate the appointment of any Paying Agent or Registrar, to
appoint additional or other Paying Agents and other Registrars and to approve
any change in the office through which any Paying Agent or Registrar acts;
PROVIDED that there will at all times be a Paying Agent in The City of New York.
3. INDENTURE; LIMITATIONS.
This Note is one of the duly authorized issue of senior Notes,
notes, bonds or other evidences of indebtedness of the Company, of the series
herein specified, all issued or to be issued under and pursuant to the
Indenture, to which reference is hereby made for a statement of the rights,
limitations of rights, obligations, duties
<PAGE> 24
and immunities thereunder of the Trustee and any agent of the Trustee, any
Paying Agent, the Company and the Holders of the Securities and the terms upon
which the Securities are issued and are to be authenticated and delivered.
The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may
have different conversion prices or exchange provisions (if any), may be subject
to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any), may be subject to different
covenants and Events of Default and may otherwise vary as provided or permitted
in the Indenture. This Note is one of the series of Securities of the Company
issued pursuant to the Indenture and is designated as the 7 1/8% Notes Due
2009, limited in aggregate principal amount to $750,000,000. The terms of the
Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended, and the
Securities Act of 1933, as amended. The Notes are subject to all such terms and
Holders are referred to the Indenture and the Trust Indenture Act of 1939, as
amended, for a statement of those terms. Capitalized terms used but not defined
in the Notes have the meanings ascribed to them in the Indenture.
4. REDEMPTION AT THE OPTION OF THE COMPANY.
No sinking fund is provided for the Notes. The Notes will be
redeemable as a whole at any time or in part from time to time, at the option of
the Company, (a "Redemption Date"), at a redemption price equal to the greater
of (i) 100% of the principal amount of the Notes and (ii) the sum of the present
values of the remaining scheduled payments of principal and interest thereon
from the redemption date to the maturity date (exclusive of accrued interest)
discounted, in each case, to the redemption date on a semiannual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as
defined herein) plus 20 basis points, plus any interest accrued but not paid to
the date of redemption (the "Redemption Price").
"Treasury Rate" means, with respect to any redemption date,
the yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated "H.15(519)" or any successor publication which is published weekly by
the Board of Governors of the Federal Reserve System and which establishes
yields on actively
<PAGE> 25
traded United States Treasury securities adjusted to constant maturity under
the caption "Treasury Constant Maturities," for the maturity corresponding to
the Comparable Treasury Issue (if no maturity is within three months before or
after the maturity date, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue shall be determined and the
Treasury Rate shall be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month) or (ii) if that release (or
any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date. The Treasury Rate shall be calculated on the third
Business Day preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Notes. "Independent Investment Banker"
means one of the Reference Treasury Dealers appointed by the Trustee after
consultation with the Company.
"Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of four Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated, J.P. Morgan Securities Inc., Salomon Smith Barney Inc. and one
other primary U.S. Government Securities dealer in New York City (each, a
"Primary Treasury Dealer"), appointed by the Trustee in consultation with TRW,
provided, however, that if any of the foregoing shall cease to be a Primary
Treasury Dealer, the Company may substitute therefor another Primary Treasury
Dealer.
<PAGE> 26
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third business day preceding such redemption date.
Unless the Company defaults in payment of the redemption
price, on and after the redemption date interest will cease to accrue on the
Securities or portions thereof called for redemption.
5. PAYMENT OF ADDITIONAL AMOUNTS.
The Company will, subject to the exceptions and limitations
set forth below, pay as additional interest on the Notes such additional amounts
as are necessary in order that the net payment by the Company or a paying agent
of the principal of and interest on the Notes to a Foreign Holder, after
deduction or withholding for any present or future tax, assessment or
governmental charge of the United States or a political subdivision or taxing
authority thereof or therein, imposed by withholding with respect to the
payment, will not be less than the amount provided in the Notes to be then due
and payable; PROVIDED, HOWEVER, that the foregoing obligation to pay additional
amounts shall not apply:
1. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the Holder, or a fiduciary,
settlor, beneficiary, member or shareholder of the Holder if
the Holder is an estate, trust, partnership or corporation, or
a person holding a power over an estate or trust
administered by a fiduciary holder, considered as:
a. being or having been present or engaged in a trade or
business in the United States or having or having had
a permanent establishment in the United States;
b. having a current or former relationship with the
United States, including a relationship as a citizen
or resident thereof;
c. being or having been a foreign or domestic personal
holding company, a passive foreign investment company
or a controlled foreign corporation with respect to
the United States
<PAGE> 27
or a corporation that has accumulated earnings to
avoid United States federal income tax; or
d. being or having been a "10-percent shareholder" of
the Company as defined in section 871(h)(3) of the
United States Internal Revenue Code of 1986, as
amended, (the "Code") or any successor provision;
2. to any Holder that is not the sole beneficial owner of the
Notes, or a portion thereof, or that is a fiduciary or
partnership, but only to the extent that a beneficiary or
settlor with respect to the fiduciary or a beneficial owner or
member of the partnership would not have been entitled to the
payment of an additional amount had the beneficiary, settlor,
beneficial owner or member received directly its beneficial or
distributive share of the payment;
3. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the failure of the Holder or any
other person to comply with certification, identification or
information reporting requirements concerning the nationality,
residence, identity or connection with the United States of
the Holder or beneficial owner of such Notes, if compliance is
required by statute, by regulation of the United States
Treasury Department or by an applicable income tax treaty to
which the United States is a party as a precondition to
exemption from, or reduction of, such tax, assessment or other
governmental charge;
4. to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Company or a paying agent
from the payment;
5. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes
effective more than 15 days after the payment becomes due or
is duly provided for, whichever occurs later;
6. to an estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or a similar tax, assessment
or governmental charge;
<PAGE> 28
7. to any tax, assessment or other governmental charge required
to be withheld by any paying agent from any payment of
principal of or interest on any Notes, if such payment can be
made without such withholding by any other paying agent; or
8. in the case of any combination of items "1." - "7."
The Notes are subject in all cases to any tax, fiscal or other
law or regulation or administrative or judicial interpretation applicable
thereto. Except as specifically provided above, the Company shall not be
required to make any payment with respect to any tax, assessment or governmental
charge imposed by any government or a political subdivision or taxing authority
thereof or therein.
6. REDEMPTION FOR TAXES.
If (a) as a result of any change in, or amendment to, the laws
(or any regulations or rulings promulgated thereunder) of the United States (or
any political subdivision or taxing authority thereof or therein), or any change
in, or amendments to, the official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
is announced or becomes effective on or after May 26, 1999, the Company becomes
or will become obligated to pay additional amounts as described above, or (b)
any act is taken by a taxing authority of the United States on or after May 26,
1999, whether or not such act is taken with respect to the Company or any
affiliate, that results in a substantial probability that the Company will or
may be required to pay such additional amounts, then the Company may, at its
option, redeem, as a whole, but not in part, the Notes on not less than 30 nor
more than 60 days' prior notice, at a redemption price equal to 100% of their
principal amount, together with interest accrued but unpaid thereon to the date
fixed for redemption; provided that the Company determines, in its business
judgment, that the obligation to pay such additional amounts cannot be avoided
by the use of reasonable measures available to it, not including substitution of
the obligor under the Notes. No redemption pursuant to (b) above may be made
unless the Company shall have received an opinion of independent counsel to the
effect that an act taken by a taxing authority of the United States results in a
substantial probability that it will or may be required to pay the additional
amounts described above and the Company shall have delivered to the Trustee a
certificate, signed by a duly authorized officer, stating
<PAGE> 29
that based on such opinion, the Company is entitled to redeem the Notes
pursuant to their terms.
7. REDEMPTION PROCEDURE.
If the Company wishes to redeem the Notes in whole or in part,
then the Company shall give notice in the manner provided in the Indenture that
is not less than thirty (30) nor more than sixty (60) days prior to the
Redemption Date (the "Company Notice") which includes the following information:
(i) the Redemption Date; (ii) the Redemption Price; (iii) if less than all
Outstanding Securities of any series are to be redeemed, the identification
(and, in the case of partial redemption, the respective principal amounts) of
the Securities to be redeemed from the Holder to whom the notice is given; (iv)
that on the Redemption Date the Redemption Price will become due and payable
upon each such Security (including applicable interest thereon, if any), and
that interest, if any, thereon shall cease to accrue on said date; (v) the place
where such Securities and coupons, if any, are to be surrendered for payment of
the Redemption Price, which shall be the office or agency of the Company in the
Place of Payment; and (vi) that the redemption is on account of a sinking fund,
if that be the case.
Notice of redemption of Securities to be redeemed shall be
given by the Company or, on Company Order, by the Trustee in the name and at the
expense of the Company.
8. DENOMINATIONS; TRANSFER; EXCHANGE.
The Notes are issuable in registered form without coupons, in
denominations of $1,000 and integral multiples thereof. Notes may be exchanged
for a like aggregate principal amount of Notes of other authorized denominations
at the office or agency of the Company in the Borough of Manhattan, The City of
New York, and in the manner and subject to the limitations provided in the
Indenture.
Upon due presentment for registration of transfer of this Note
at the office or agency of the Company in the Borough of Manhattan, The City of
New York, a new Note or Notes of authorized denominations for a like aggregate
principal amount will be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture.
No service charge shall be made for any such transfer or
exchange, but the Company may require payment of
<PAGE> 30
a sum sufficient to cover any tax, assessment or other governmental charge
payable in connection therewith.
Subject to the provisions of the Indenture, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Note is registered as the owner hereof for all purposes,
whether or not this Note is overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
9. DEFEASANCE.
As provided in the Indenture and subject to the satisfaction
of certain conditions set forth therein, at the Company's option, either (i) the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by, and the obligations under, the Securities of any series and to
have satisfied all the obligations (with certain exceptions) under the Indenture
relating to the Securities of such series or (ii) the Company shall cease to be
under any obligation to comply with any term, provision or condition of certain
restrictive covenants under the Indenture or of any provisions set forth, with
respect to the Securities of such series, in any additions or changes to or
deletions from the covenants and Events of Default under the Indenture in the
Board Resolutions or supplemental indenture with respect to the Securities of
such series.
10. AMENDMENT; SUPPLEMENT; WAIVER.
The Indenture permits, with certain exceptions as therein
provided, the Company and the Trustee to enter into supplemental indentures to
the Indenture for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of modifying in
any manner the rights of the Holders of the Securities of each series under the
Indenture with the consent of the Holders of not less than 66 2/3% in aggregate
principal amount of the Securities at the time Outstanding of each series to be
affected thereby on behalf of the Holders of all Securities of such series.
11. DEFAULTS AND REMEDIES.
If an Event of Default with respect to the Notes shall have
occurred and be continuing, the Principal Amount of the Notes and all accrued
and unpaid interest thereon may be declared due and payable in the manner and
with the effect provided in the Indenture.
<PAGE> 31
12. AUTHENTICATION.
Unless the certificate of authentication on any Notes has been
manually executed by or on behalf of the Trustee under the Indenture, such Notes
shall not be entitled to any benefits under the Indenture or be valid or
obligatory for any purpose.
13. EXCHANGE OFFER; REGISTRATION RIGHTS.
[To be included in Notes other than (x) Exchange Notes and (y)
Notes sold pursuant to a Shelf Registration Statement.]
Pursuant to a Registration Rights Agreement among the Company
and the Initial Purchasers (as defined in the Purchase Agreement), the Company
has agreed that it will file with the Securities and Exchange Commission (the
"Commission") and use its reasonable best efforts to cause to become effective a
registration statement (the "Registration Statement") with respect to an issue
of Notes identical in all material respects to the Notes (the "Exchange Notes")
and, upon becoming effective, to offer the Holders of the Notes the opportunity
to exchange their Notes for the Exchange Notes (the "Exchange Offer"). In the
event that due to a change in current interpretations by the Commission, the
Company is not permitted to effect such Exchange Offer, the Company will instead
file a registration statement covering resales by the holders of Notes (a "Shelf
Registration Statement") and will use its reasonable best efforts to cause such
Shelf Registration Statement to become effective and to keep such Shelf
Registration Statement effective for two years from the Notes Closing Date;
provided that TRW will under certain circumstances be entitled to suspend the
availability of the Shelf Registration Statement. The Company shall, in the
event a Shelf Registration Statement is filed, provide to each Holder of the
Notes a copy of the prospectus and notify each such Holder when the Shelf
Registration Statement has become effective. A Holder that sells Notes pursuant
to a Shelf Registration Statement generally will be required to be named as a
selling security holder in the related prospectus and to deliver a current
prospectus to purchasers, and will be subject to certain of the civil liability
provisions under the Securities Act of 1933, as amended in connection with such
sales. The Exchange Notes will be issued (i) under the Indenture or (ii) under
an indenture substantially similar to the Indenture, which, in either event,
will provide that the Exchange Notes will not be subject to the transfer
restrictions described in the Indenture.
<PAGE> 32
If the Company effects the Exchange Offer, the Company will be
entitled to close the Exchange Offer provided that the Company has accepted all
Notes theretofore validly tendered in accordance with the terms of the Exchange
Offer. Any Additional Interest on the Initial Notes accrued but not paid prior
to the Exchange Offer shall be payable on the Exchange Notes. Notes not tendered
in the Exchange Offer shall bear interest at the same rates in effect at the
time of issuance of the Notes.
14. OBLIGATION TO PAY INTEREST ABSOLUTE.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the Principal Amount and any premium
of and any interest on the Notes at the place, rate and respective times and in
the coin or currency prescribed herein and in the Indenture.
15. HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT.
Each Holder of a Note, by acceptance thereof, acknowledges and
agrees to the provisions of the Registration Rights Agreement, including,
without limitation, the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided
therein.
16. GOVERNING LAW.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICT OF LAWS.
17. ABBREVIATIONS.
Customary abbreviations may be used in the name of a Holder or
an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors
Act).
The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to TRW Inc.,
1900 Richmond Road, Cleveland, Ohio 44124, Attention of Secretary.
<PAGE> 33
[FORM OF TRANSFER NOTICE]
- --------------------------------------------------------------------------------
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
--------------------------------------------------------------
(Print or type assignee's name, address and zip code)
--------------------------------------------------------------
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer this Note on the books
of the Company. The agent may substitute another to act for him.
- --------------------------------------------------------------------------------
Date: Your Signature:
---------------- ---------------------
- --------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Note.
In connection with any transfer of any of the Notes evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act after the later of the date of original issuance
of such Notes and the last date, if any, on which such Notes were owned by the
Company or any Affiliate of the Company, the undersigned confirms that without
utilizing any general solicitation or general advertising such Notes are being
transferred in accordance with its terms:
CHECK ONE BOX BELOW
(1) - to the Company; or
(2) - pursuant to an effective registration statement under
the Securities Act of 1933; or
(3) - to a "qualified institutional buyer" (as defined in
Rule 144A under the Securities Act of 1933) that
purchases for its own account
<PAGE> 34
or for the account of a qualified institutional buyer
to whom notice is given that such transfer is being
made in reliance on Rule 144A, in each case
pursuant to and in compliance with Rule 144A under
the Securities Act of 1933; or
(4) - outside the United States in an offshore transaction
within the meaning of Regulation S under the
Securities Act in compliance with Rule 904 under the
Securities Act of 1933;
(5) - inside the United States to an institutional
"accredited investor" (as defined in Rule 501(a)(i),
(2), (3) or (7) of Regulation D under the Securities
Act) that purchases for its own account or for one or
more accounts (each of which is an institutional
"accredited investor") as to each of which it
exercises sole investment discretion; or
(6) - pursuant to another available exemption from
registration provided by Rule 144 under the
Securities Act of 1933.
Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate in the name of any person other than the
registered holder thereof; PROVIDED, HOWEVER, that if box (4), (5) or (6) is
checked, the Trustee may require, prior to registering any such transfer of the
Notes, such legal opinions, certifications and other information as the Company
has reasonably requested to confirm that such transfer is being made pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933.
--------------------------------
Signature
--------------------------------
Signature
- --------------------------------------------------------------------------------
<PAGE> 35
TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.
Dated:
----------------- -----------------------------------
NOTICE: To be executed by
an executive officer
TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED
The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and/or any such account falls within the
definition of the term non-U.S. person set forth in Regulation S of the
Securities Act of 1933, as amended, and is aware that the sale to it is being
made in reliance on Regulation S. The undersigned further represents and
warrants that the transfer of this Note was made in an offshore transaction
within the meaning of Regulation S.
Dated:
----------------- -----------------------------------
NOTICE: To be executed by
an executive officer
TO BE COMPLETED BY PURCHASER IF (5) ABOVE IS CHECKED
The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is an institutional
"accredited investor" within the meaning of Rule 501(a)(i), (2), (3) or (7) of
Regulation D under the Securities Act of 1933, as amended, and is aware that the
sale to it is being made in reliance on the safe harbor provision set forth in
Regulation D and acknowledges that it has such knowledge and
<PAGE> 36
experience in financial and business matters a to be capable of evaluating the
merits and risks of its investment in the Notes and any accounts for which it
is acting are each able to bear the economic risk of its or their investment
and that it is aware that the transfer or is relying upon the undersigned's
foregoing representations.
Dated:
----------------- -----------------------------------
NOTICE: To be executed by
an executive officer
<PAGE> 37
[FORM OF FACE OF EXCHANGE NOTE]
[INSERT APPROPRIATE LEGEND]
TRW INC.
7 1/8% Notes Due 2009
[CUSIP] [ISIN] [COMMON CODE]
No. $[ ]
TRW INC., an Ohio corporation (the "Company", which term
includes any successor under the Indenture hereinafter referred to), for value
received, promises to pay to [ ], or its registered assigns, the principal sum
of [ ] Dollars ($[ ]) on June 1, 2009.
Interest Payment Dates: June 1 and December 1, commencing
December 1, 1999.
Regular Record Dates: May 15 and November 15.
Reference is hereby made to the further provisions of this
Exchange Note set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
Capitalized terms used herein and not defined herein have the
meanings ascribed thereto in the Indenture dated as of May 1, 1986 (the
"Original Indenture"), as supplemented and amended by the First Supplemental
Indenture, dated as of August 24, 1989, the Second Supplemental Indenture dated
as of June 2, 1999, the Third Supplemental Indenture dated as of June 2, 1999,
and the Fourth Supplemental Indenture dated as of June 2, 1999 (collectively,
the "Supplemental Indentures"; the Original Indenture, as amended by the
Supplemental Indentures is hereinafter referred to as the "Indenture"). This
Exchange Note is one of the series of Securities of the Company issued pursuant
to the Indenture and is designated as the 7 1/8% Exchange Notes Due 2009
(hereinafter referred to as the "Exchange Notes"), limited in aggregate
principal amount to $750,000,000.
<PAGE> 38
IN WITNESS WHEREOF, the Company has caused this Exchange Note
to be signed manually or by facsimile by its duly authorized officers under its
corporate seal.
Date: TRW INC.
By:
---------------------------
[SEAL]
Attest:
- -----------------------------
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:
------------------------------
<PAGE> 39
[FORM OF REVERSE SIDE OF EXCHANGE NOTE]
TRW INC.
7 1/8% Notes Due 2009
1. PRINCIPAL AND INTEREST.
TRW Inc., a corporation duly organized and existing under the
laws of the State of Ohio (herein called the "Company", which term includes any
successor Person under the Indenture herein after referred to), for value
received, hereby promises to pay _____________, or its registered assigns, the
principal sum of $ Dollars [($ )] (the "Principal Amount"), on June 1,
2009, and to pay interest on the Principal Amount at the rate of 7 1/8% per
annum (the "Specified Rate"); [provided, however, that if a Registration
Default (as defined in the Registration Rights Agreement) has occurred,
additional interest will be payable on this Note at a rate of .25% per annum
(the "Additional Interest") from and including the date on which such
Registration Default occurred to but excluding the date on which all
Registration Defaults were cured if such Additional Interest was not paid prior
to the date on which the Initial Note was exchanged for this Exchange Note.1]
The Company will pay interest semiannually in arrears on December 1 and June 1
of each year (each an "Interest Payment Date") commencing on December 1, 1999.
Interest on the Exchange Notes shall accrue from June 2, 1999, or the most
recent date to which interest has been paid. Interest shall be computed on the
basis of a 360-day year of twelve 30-day months. The interest payment at
the Stated Maturity of the Principal Amount will include interest accrued to
but excluding the date of such Stated Maturity and will be payable to the
person to whom principal is payable.
If the Principal Amount of, and any accrued interest on, the
Exchange Notes is declared due and payable as provided in Section 9, the Company
shall pay interest on the overdue Principal Amount at a rate per annum equal to
the Specified Rate, and it shall pay interest on overdue installments of
interest at the same rate (to the extent that payment of such interest shall be
legally enforceable).
- -----------------
1 Insert if at the time of issuance of the Exchange Note Additional Interest
has accrued on the Initial Note but has not been paid prior to the date the
Initial Note was exchanged for the Exchange Note.
<PAGE> 40
Such interest shall accrue from the date such overdue amount was due to the
date payment of such amount, including interest thereon, has been made or duly
provided for.
If the Company defaults in a payment of interest on the
Exchange Notes, it shall pay the defaulted interest, plus (to the extent that
the payment of such interest shall be legally enforceable), any interest payable
on the defaulted interest, to the persons who are Holders on a subsequent
Special Record Date. Such date shall be at least ten (10), and no more than
fifteen (15) days before the payment date. The Company shall fix or cause to be
fixed the Special Record Date and the payment date. At least ten (10) calendar
days before the special record date, the Company shall mail or cause to be
mailed to each Holder a notice that states the Special Record Date, the payment
date and the amount of defaulted interest to be paid.
The Company shall pay interest on the Exchange Notes (except
defaulted interest) to the Persons in whose names the Exchange Notes are
registered at the close of business on the May 15 or November 15 next preceding
the Interest Payment Date (the "Regular Record Date") on the register kept by or
on behalf of the Company for that purpose, even if Exchange Notes are canceled
after such record date and on or before the Interest Payment Date. Holders must
surrender Exchange Notes to the Trustee (or as otherwise specified in the
applicable Company Notice (as defined in Paragraph 7)) to collect principal
payments.
2. PAYING AGENT AND REGISTRAR.
Initially, the Trustee will be the Paying Agent and the
Registrar with respect to this Exchange Note. The Company reserves the right at
any time to vary or terminate the appointment of any Paying Agent or Registrar,
to appoint additional or other Paying Agents and other Registrars and to approve
any change in the office through which any Paying Agent or Registrar acts;
PROVIDED that there will at all times be a Paying Agent in The City of New York.
3. INDENTURE; LIMITATIONS.
This Exchange Note is one of the duly authorized issue of
senior Notes, notes, bonds or other evidences of indebtedness of the Company, of
the series herein specified, all issued or to be issued under and pursuant to
the Indenture, to which reference is hereby made for a statement of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee and any agent of the Trustee, any Paying Agent, the Company and the
Holders
<PAGE> 41
of the Securities and the terms upon which the Securities are issued and
are to be authenticated and delivered.
The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may
have different conversion prices or exchange provisions (if any), may be subject
to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any), may be subject to different
covenants and Events of Default and may otherwise vary as provided or
permitted in the Indenture. This Exchange Note is one of the series of
Securities of the Company issued pursuant to the Indenture and is designated as
the 7 1/8% Notes Due 2009, limited in aggregate principal amount to
$750,000,000. The terms of the Exchange Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended, and the Securities Act of 1933, as amended.
The Exchange Notes are subject to all such terms and Holders are referred to
the Indenture and the Trust Indenture Act of 1939, as amended, for a statement
of those terms. Capitalized terms used but not defined in the Exchange Notes
have the meanings ascribed to them in the Indenture.
4. REDEMPTION AT THE OPTION OF THE COMPANY.
No sinking fund is provided for the Exchange Notes. The
Exchange Notes will be redeemable as a whole at any time or in part from time to
time, at the option of the Company(a "Redemption Date"), at a redemption price
equal to the greater of (i) 100% of the principal amount of the Exchange Notes
and (ii) the sum of the present values of the remaining scheduled payments of
principal and interest thereon from the redemption date to the maturity date
(exclusive of accrued interest) discounted, in each case, to the redemption date
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (as defined herein) plus 20 basis points, plus
accrued interest thereon to the date of redemption (the "Redemption Price").
"Treasury Rate" means, with respect to any redemption date,
the yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated "H.15(519)" or any successor publication which is published weekly by
the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to
<PAGE> 42
constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the maturity date, yields for the two
published maturities most closely corresponding to the Comparable Treasury
Issue shall be determined and the Treasury Rate shall be interpolated or
extrapolated from such yields on a straight line basis, rounding to the nearest
month) or (ii) if that release (or any successor release) is not published
during the week preceding the calculation date or does not contain such yields,
the rate per annum equal to the semi-annual equivalent to yield maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date. The Treasury Rate shall be
calculated on the third Business Day preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Exchange Notes to be redeemed that would
be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Exchange Notes. "Independent Investment
Banker" means one of the Reference Treasury Dealers appointed by the Trustee
after consultation with the Company.
"Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of four Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated, J.P. Morgan Securities Inc., Salomon Smith Barney Inc. and one
other primary U.S. Government Securities dealer in New York City (each, a
"Primary Treasury Dealer"), appointed by the Trustee in consultation with TRW,
provided, however, that if any of the foregoing shall cease to be a Primary
Treasury Dealer, the Company may substitute therefor another Primary Treasury
Dealer.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption
<PAGE> 43
date, the average, as determined by the Trustee, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third business day
preceding such redemption date.
Unless the Company defaults in payment of the redemption
price, on and after the redemption date interest will cease to accrue on the
Securities or portions thereof called for redemption.
5. PAYMENT OF ADDITIONAL AMOUNTS.
The Company will, subject to the exceptions and limitations
set forth below, pay as additional interest on the Notes such additional amounts
as are necessary in order that the net payment by the Company or a paying agent
of the principal of and interest on the Notes to a Foreign Holder, after
deduction or withholding for any present or future tax, assessment or
governmental charge of the United States or a political subdivision or taxing
authority thereof or therein, imposed by withholding with respect to the
payment, will not be less than the amount provided in the Notes to be then due
and payable; PROVIDED, HOWEVER, that the foregoing obligation to pay additional
amounts shall not apply:
1. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the Holder, or a fiduciary,
settlor, beneficiary, member or shareholder of the Holder if
the Holder is an estate, trust, partnership or corporation, or
a person holding a power over an estate or trust administered
by a fiduciary holder, considered as:
a. being or having been present or engaged in a trade or
business in the United States or having or having had
a permanent establishment in the United States;
b. having a current or former relationship with the
United States, including a relationship as a citizen
or resident thereof;
c. being or having been a foreign or domestic personal
holding company, a passive foreign investment company
or a controlled foreign corporation with respect to
the United States or a corporation that has
accumulated
<PAGE> 44
earnings to avoid United States federal income tax;
or
d. being or having been a "10-percent shareholder" of
the Company as defined in section 871(h)(3) of the
United States Internal Revenue Code of 1986, as
amended, (the "Code") or any successor provision;
2. to any Holder that is not the sole beneficial owner of the
Notes, or a portion thereof, or that is a fiduciary or
partnership, but only to the extent that a beneficiary or
settlor with respect to the fiduciary or a beneficial owner or
member of the partnership would not have been entitled to the
payment of an additional amount had the beneficiary, settlor,
beneficial owner or member received directly its beneficial or
distributive share of the payment;
3. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the failure of the Holder or any
other person to comply with certification, identification or
information reporting requirements concerning the nationality,
residence, identity or connection with the United States of
the Holder or beneficial owner of such Notes, if compliance is
required by statute, by regulation of the United States
Treasury Department or by an applicable income tax treaty to
which the United States is a party as a precondition to
exemption from, or reduction of, such tax, assessment or other
governmental charge;
4. to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Company or a paying agent
from the payment;
5. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes
effective more than 15 days after the payment becomes due or
is duly provided for, whichever occurs later;
6. to an estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or a similar tax, assessment
or governmental charge;
7. to any tax, assessment or other governmental charge required
to be withheld by any paying agent
<PAGE> 45
from any payment of principal of or interest on any Notes, if
such payment can be made without such withholding by any
other paying agent; or
8. in the case of any combination of items "1." - "7."
The Notes are subject in all cases to any tax, fiscal or other
law or regulation or administrative or judicial interpretation applicable
thereto. Except as specifically provided above, the Company shall not be
required to make any payment with respect to any tax, assessment or governmental
charge imposed by any government or a political subdivision or taxing authority
thereof or therein.
6. REDEMPTION FOR TAXES.
If (a) as a result of any change in, or amendment to, the laws
(or any regulations or rulings promulgated thereunder) of the United States (or
any political subdivision or taxing authority thereof or therein), or any change
in, or amendments to, the official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
is announced or becomes effective on or after May 26, 1999, the Company becomes
or will become obligated to pay additional amounts as described above, or (b)
any act is taken by a taxing authority of the United States on or after May 26,
1999, whether or not such act is taken with respect to the Company or any
affiliate, that results in a substantial probability that the Company will or
may be required to pay such additional amounts, then the Company may, at its
option, redeem, as a whole, but not in part, the Notes on not less than 30 nor
more than 60 days' prior notice, at a redemption price equal to 100% of their
principal amount, together with interest accrued but unpaid thereon to the date
fixed for redemption; provided that the Company determines, in its business
judgment, that the obligation to pay such additional amounts cannot be avoided
by the use of reasonable measures available to it, not including substitution of
the obligor under the Notes. No redemption pursuant to (b) above may be made
unless the Company shall have received an opinion of independent counsel to
the effect that an act taken by a taxing authority of the United States results
in a substantial probability that it will or may be required to pay the
additional amounts described above and the Company shall have delivered to the
Trustee a certificate, signed by a duly authorized officer, stating that based
on such opinion, the Company is entitled to redeem the Notes pursuant to their
terms.
<PAGE> 46
7. REDEMPTION PROCEDURE.
If the Company wishes to redeem the Exchange Notes in whole or
in part, then the Company shall give notice in the manner provided in the
Indenture that is not less than thirty (30) nor more than sixty (60) days prior
to the Redemption Date (the "Company Notice") which includes the following
information: (i) the Redemption Date; (ii) the Redemption Price; (iii) if less
than all Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the respective principal
amounts) of the Securities to be redeemed from the Holder to whom the notice is
given; (iv) that on the Redemption Date the Redemption Price will become due and
payable upon each such Security (including applicable interest thereon, if any),
and that interest, if any, thereon shall cease to accrue on said date; (v) the
place where such Securities and coupons, if any, are to be surrendered for
payment of the Redemption Price, which shall be the office or agency of the
Company in the Place of Payment; and (vi) that the redemption is on account of a
sinking fund, if that be the case.
Notice of redemption of Securities to be redeemed shall be
given by the Company or, on Company Order, by the Trustee in the name and at the
expense of the Company.
8. DENOMINATIONS; TRANSFER; EXCHANGE.
The Exchange Notes are issuable in registered form without
coupons, in denominations of $1,000 and integral multiples thereof. Exchange
Notes may be exchanged for a like aggregate principal amount of Exchange Notes
of other authorized denominations at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and in the manner and subject to the
limitations provided in the Indenture.
Upon due presentment for registration of transfer of this
Exchange Note at the office or agency of the Company in the Borough of
Manhattan, The City of New York, a new Exchange Note or Exchange Notes of
authorized denominations for a like aggregate principal amount will be issued to
the transferee in exchange therefor, subject to the limitations provided in the
Indenture.
No service charge shall be made for any such transfer or
exchange, but the Company may require payment of a sum sufficient to cover
any tax, assessment or other governmental charge payable in connection
therewith.
<PAGE> 47
Subject to the provisions of the Indenture, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Exchange Note is registered as the owner hereof for all
purposes, whether or not this Exchange Note is overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
9. DEFEASANCE.
As provided in the Indenture and subject to the satisfaction
of certain conditions set forth therein, at the Company's option, either (i) the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by, and the obligations under, the Securities of any series and to
have satisfied all the obligations (with certain exceptions) under the Indenture
relating to the Securities of such series or (ii) the Company shall cease to be
under any obligation to comply with any term, provision or condition of certain
restrictive covenants under the Indenture or of any provisions set forth, with
respect to the Securities of such series, in any additions or changes to or
deletions from the covenants and Events of Default under the Indenture in the
Board Resolutions or supplemental indenture with respect to the Securities of
such series.
10. AMENDMENT; SUPPLEMENT; WAIVER.
The Indenture permits, with certain exceptions as therein
provided, the Company and the Trustee to enter into supplemental indentures to
the Indenture for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of modifying in
any manner the rights of the Holders of the Securities of each series under the
Indenture with the consent of the Holders of not less than 66 2/3% in aggregate
principal amount of the Securities at the time Outstanding of each series to be
affected thereby on behalf of the Holders of all Securities of such series.
11. DEFAULTS AND REMEDIES.
If an Event of Default with respect to the Exchange Notes
shall have occurred and be continuing, the Principal Amount of the Exchange
Notes and all accrued and unpaid interest thereon may be declared due and
payable in the manner and with the effect provided in the Indenture.
<PAGE> 48
12. AUTHENTICATION.
Unless the certificate of authentication on any Exchange Notes
has been manually executed by or on behalf of the Trustee under the Indenture,
such Exchange Notes shall not be entitled to any benefits under the Indenture or
be valid or obligatory for any purpose.
13. EXCHANGE OFFER; REGISTRATION RIGHTS.
Reserved.
14. OBLIGATION TO PAY INTEREST ABSOLUTE.
No reference herein to the Indenture and no provision of this
Exchange Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the Principal Amount and
any premium of and any interest on the Exchange Notes at the place, rate and
respective times and in the coin or currency prescribed herein and in the
Indenture.
15. HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT.
Each Holder of an Exchange Note, by acceptance thereof,
acknowledges and agrees to the provisions of the Registration Rights Agreement,
including, without limitation, the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided
therein.
16. GOVERNING LAW.
THIS EXCHANGE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS.
17. ABBREVIATIONS.
Customary abbreviations may be used in the name of a Holder or
an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors
Act).
The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture.
<PAGE> 49
Requests may be made to TRW Inc., 1900 Richmond Road, Cleveland, Ohio 44124,
Attention of Secretary.
<PAGE> 50
[FORM OF TRANSFER NOTICE]
FOR VALUE RECEIVED the undersigned registered holder hereby
sell(s), assign(s) and transfer(s) unto
- --------------------------------------------------------------------------------
Please print or typewrite name and address including zip code of assignee
- --------------------------------------------------------------------------------
(Insert assignee's Soc. Sec. or Tax I.D. No.)
this Exchange Note and all rights thereunder, hereby irrevocably constituting
and appointing _________________ attorney to transfer said Exchange Note on the
books of the Company with full power of substitution in the premises.
-----------------------------------
Signature
Date:
-----------------
<PAGE> 1
Exhibit 4(f)
- --------------------------------------------------------------------------------
TRW INC.
And
THE CHASE MANHATTAN BANK, as Trustee
--------------
Fifth Supplemental Indenture
Dated as of June 2, 1999
Relating to the 7 3/4% Debentures Due 2029
--------------
- --------------------------------------------------------------------------------
<PAGE> 2
FIFTH SUPPLEMENTAL INDENTURE (this "Fifth Supplemental
Indenture") dated as of June 2, 1999, among TRW Inc., an Ohio
corporation (the "Company"), and THE CHASE MANHATTAN BANK, a New York
banking corporation, as successor trustee (the "Trustee") to Mellon
Bank, N.A.
WHEREAS the Company has executed and delivered to the Trustee
an Indenture dated as of May 1, 1986 (the "Original Indenture"), as amended by
the First Supplemental Indenture dated as of August 24, 1989, the Second
Supplemental Indenture dated as of June 2, 1999, the Third Supplemental
Indenture dated as of June 2, 1999, the Fourth Supplemental Indenture dated as
of June 2, 1999, and the Fifth Supplemental Indenture dated as of June 2, 1999,
between the Company and the Trustee (collectively, the "Supplemental
Indentures"; the Original Indenture, as amended by the Supplemental Indentures
is herein called the "Indenture") providing for the issuance and sale by the
Company from time to time of its senior debt securities (the "Securities");
WHEREAS Section 11.01(f) of the Indenture permits the Company,
when authorized by a resolution of the Board of Directors of the Company, and
the Trustee, at any time and from time to time, to enter into one or more
indentures supplemental to the Indenture, in form satisfactory to the Trustee,
for the purpose of establishing any form of Security, as provided in Section
2.02 of the Indenture, providing for the issuance of any additional series of
Securities as provided in Section 3.01 of the Indenture and to set forth the
terms thereof;
WHEREAS the Company proposes in and by this Fifth Supplemental
Indenture to supplement and amend the Indenture in certain respects to establish
a series of Securities issued pursuant to the Indenture designated as the 7 3/4%
Debentures Due 2029 limited in aggregate principal amount to $550,000,000 (the
"Debentures"). The Debentures shall consist of the Initial Debentures and the
Exchange Debentures (both as defined herein), which together shall constitute
one series of Securities for purposes of the Indenture; and
WHEREAS the Company has requested that the Trustee execute and
deliver this Fifth Supplemental Indenture and have certified that all
requirements necessary to make this Fifth Supplemental Indenture a valid
instrument in accordance with its terms have been satisfied, and that the
<PAGE> 3
execution and delivery of this Fifth Supplemental Indenture has been duly
authorized in all respects.
NOW THEREFORE, the Company and the Trustee hereby agree that
the following sections of this Fifth Supplemental Indenture supplement and amend
the Indenture with respect to that series of Securities which consists of the
Debentures:
SECTION 1. DEFINITIONS. (a) Capitalized terms used herein and
not defined herein have the meanings ascribed to such terms in the Indenture.
(b) Section 1.01 of Article One of the Indenture is hereby
supplemented, solely with respect to that series of Securities which consists of
Debentures, to add the following definitions:
"Agent Members" has the meaning provided in Section 2.06.
"Debentures" means the series of Securities issued pursuant to
this Indenture designated as the 7 3/4% Debentures Due 2029 and limited in
aggregate principal amount to $550,000,000.
"Debentures Closing Date" means June 2, 1999.
"Depository" means The Depository Trust Company, its nominees
and their respective successors.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Exchange Debentures" means any Debentures if and when issued
pursuant to this Indenture in connection with an Exchange Offer for a like
principal amount of the Initial Debentures.
"Exchange Offer" has the meaning provided in the Registration
Rights Agreement.
"Foreign Holder" means a holder of a Debenture that is, for
United States Federal income tax purposes (a) a non-resident alien individual,
(b) a foreign corporation or (c) an estate or trust that is not a United States
Holder.
"Global Debentures" has the meaning provided in Section 2.02.
"Initial Debentures" means a series of Securities issued
pursuant to the Indenture and designated as the 7 3/4%
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<PAGE> 4
Debentures Due 2029 limited in aggregate principal amount to $550,000,000.
"Institutional Accredited Investor" means an institution that
is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act.
"Non-U.S. Person" means a Person who is not a "U.S. person"
(as defined in Regulation S).
"Physical Debentures" has the meaning provided in Section
2.02.
"Private Placement Legend" means the legend initially set
forth on the Debentures in the form set forth in Section 2.05(a).
"Purchase Agreement" means with respect to the Initial
Debentures, the Purchase Agreement dated May 26, 1999, among the Company and the
representatives of the Initial Purchasers.
"QIB" means a "qualified institutional buyer" as defined in
Rule 144A.
"Registration Rights Agreement" means the Registration Rights
Agreement dated May 26, 1999, among the Company, and Morgan Stanley & Co.
Incorporated, J.P. Morgan Securities Inc. and Salomon Smith Barney Inc. as the
representatives of the Initial Purchasers (as defined in the Registration Rights
Agreement).
"Registration Statement" means the Registration Statement as
defined and described in the Registration Rights Agreement.
"Regulation S" means Regulation S under the Securities Act.
"Rule 144A" means rule 144A under the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended.
"Shelf Registration Statement" has the meaning provided in the
Registration Rights Agreement.
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<PAGE> 5
"Transfer Restricted Debentures" means Debentures that bear or
are required to bear the legend set forth in Section 2.05(a) hereto.
"United States Holder" means a holder of a Debenture that is,
for United States Federal income tax purposes,
(1) a citizen or resident of the United States;
(2) a corporation or other entity taxable as a
corporation created or organized under United States
law (Federal or state); or
(3) an estate or trust whose world-wide income is subject
to United States Federal income tax.
SECTION 2. CREATION OF SERIES OF SECURITIES. Pursuant to
Section 3.01 of the Indenture, there is hereby created a new series of
Securities designated as the "7 3/4% Debentures Due 2029" limited in aggregate
principal amount to $550,000,000. The Debentures shall include the Initial
Debentures and the Exchange Debentures, which together shall constitute one
series of Securities for purposes of the Indenture.
SECTION 3. AMENDMENTS TO ARTICLE TWO. (a) The Initial
Debentures are being offered and sold by the Company pursuant to the Purchase
Agreement. Section 2.02 of Article Two of the Indenture is hereby supplemented
and amended, solely with respect to that series of Securities which consists of
Debentures, by adding thereto at the end thereof the following:
"The Debentures shall be substantially in the form annexed
hereto as Exhibit A. The terms and provisions contained in the form of the
Debentures annexed hereto as Exhibit A shall constitute, and are hereby
expressly made, a part of this Indenture. To the extent applicable, the Company
and the Trustee, by their execution and delivery of this Indenture, expressly
agree to such terms and provisions and to be bound thereby.
Debentures offered and sold in reliance on Rule 144A or in
reliance on Regulation S, in each case as provided in the Purchase Agreement
shall be issued initially in the form of one or more permanent global Debentures
in definitive, fully registered form without interest coupons with the global
securities legend set forth in Section 2.05(b) and the restricted securities
legend set forth in Section 2.05(a), (each, a "GLOBAL DEBENTURE"), which shall
be deposited on behalf of the purchasers of the Initial Debentures represented
thereby with the Trustee, at its
4
<PAGE> 6
New York Office, as custodian for the Depository (or such other custodian as
the Depository may direct), duly executed by the Company and authenticated by
the Trustee as herein provided. The aggregate principal amount of the Global
Debentures may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depository or its nominee, as hereinafter
provided.
Debentures initially offered and sold to Institutional
Accredited Investors in transactions exempt from the registration requirements
of the Securities Act shall be issued in the form of certificated Debentures in
definitive, fully registered form without interest coupons with the securities
legend and the restricted securities legend set forth in Section 2.05(a) hereto
(the "PHYSICAL DEBENTURES"). Debentures issued pursuant to Section 2.06 in
exchange for interests in the Global Debentures shall be Physical Debentures.
(b) Article Two of the Indenture is hereby supplemented and
amended, solely with respect to that series of Securities which consists of
Debentures, by adding thereto at the end thereof the following new Section 2.05:
"Section 2.05. RESTRICTIVE LEGENDS. (a)(i) Except as permitted
by the following paragraphs (ii), (iii) and (iv), each Debenture certificate
(and all Debentures issued in exchange therefor or in substitution thereof)
shall bear a legend in substantially the following form:
"THIS DEBENTURE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN
THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED
INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
DEBENTURE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S
UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN TWO YEARS
AFTER THE ORIGINAL ISSUANCE OF THE DEBENTURES, RESELL OR OTHERWISE
TRANSFER THIS DEBENTURE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY
THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
144A UNDER THE
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<PAGE> 7
SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL
ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO
THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS DEBENTURE
(THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF
SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF
DEBENTURES AT THE TIME OF TRANSFER OF LESS THAN $100,000, AN OPINION
OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN
AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM
THIS DEBENTURE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS DEBENTURE WITHIN
TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THE DEBENTURES, THE HOLDER
MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF
RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS DEBENTURE TO
THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED
INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO
THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR
OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM
THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION,"
"UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A
PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF
THIS DEBENTURE IN VIOLATION OF THE FOREGOING RESTRICTIONS."
(ii) Upon any sale or transfer of a Transfer Restricted
Debenture (including any Transfer Restricted Debenture represented by a
Global Debenture) pursuant to Rule 144 under the Securities Act, the
Registrar shall permit the Holder thereof to exchange such Transfer
Restricted Debenture for a Debenture that does not bear the legend set
forth above and rescind any restriction on the transfer of such
Transfer Restricted Debenture, if the Holder certifies in writing to
the Registrar that its request for such exchange was made in reliance
on Rule 144; PROVIDED, HOWEVER, that (1) if such exchange occurs prior
to an Exchange Offer the
6
<PAGE> 8
Registrar shall issue an Initial Debenture that does not bear the
legend set forth above and (2) if such exchange occurs after an
Exchange Offer, the Registrar shall issue an Exchange Debenture.
(iii) After a transfer of any Initial Debentures during the
period of the effectiveness of a Shelf Registration Statement with
respect to such Initial Debentures all requirements pertaining to
legends on such Initial Debenture will cease to apply, and an Initial
Debenture without legends will be available to the transferee of the
Holder of such Initial Debentures upon exchange of such transferring
Holder's Initial Debenture in the form of a Physical Debentures or
directions to transfer such Holder's interest in the Global Debenture,
as applicable.
(iv) Upon the consummation of an Exchange Offer with respect
to the Initial Debentures pursuant to which Holders of such Initial
Debentures are offered Exchange Debentures in exchange for their
Initial Debentures, Initial Debentures with the restricted securities
legend set forth in Section 2.05(a) will be available to Holders of
such Initial Debentures that do not exchange their Initial Debentures,
and Exchange Debentures in certificated or global form without the
restricted securities legend will be available to Holders that
exchange such Initial Debentures in such Exchange Offer.
(v) Upon the consummation of an Exchange Offer, holders who
are not entitled to participate in the Exchange Offer shall be entitled
to exchange their Initial Debentures for Exchange Debentures in the
form of Physical Debentures, PROVIDED that such Physical Debentures
shall bear the legend set forth in paragraph (a)(i) of this Section and
shall constitute Transfer Restricted Debentures.
(b) Each Global Debenture, Initial Debenture and Exchange
Debenture (other than Physical Debentures), shall also bear the following legend
on the face thereof:
"UNLESS THIS DEBENTURE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR
SUCH OTHER
7
<PAGE> 9
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL DEBENTURE SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL DEBENTURE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN SECTION 2.07 OF THE INDENTURE."
(c) OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF
DEBENTURES.
(i) To permit registrations of transfers and exchanges, the
Company shall execute and the Trustee shall authenticate Physical
Debentures and Global Debentures at the Registrar's request.
(ii) No service charge shall be made for any registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any transfer tax or other governmental charge that
may be imposed in connection with any registration of transfer or
exchange of Debentures other than exchanges pursuant to Sections 3.04,
4.07 or 11.04 not involving any transfer.
(iii) The Company shall not be required to (A) to issue,
register, register the transfer of or exchange any Debenture during a
period of 15 days preceding the selection of Debentures for redemption,
or (B) register the transfer of or exchange of any Physical Debenture
selected for redemption in whole or in part pursuant to Article 3 of
this Indenture, except in the case of any Physical Debenture to be
redeemed in part, the portion thereof not to be redeemed.
(iv) Prior to the due presentation for registration of
transfer of any Debenture, the Company, the Trustee, the Paying Agent,
the Registrar may deem and treat the person in whose name a Debenture
is registered as the absolute owner of such Debenture for the purpose
of receiving payment of principal of and interest on such Debenture and
for all other purposes
8
<PAGE> 10
whatsoever, whether or not such Debenture is overdue, and none of the
Company, the Trustee, the Paying Agent or the Registrar shall be
affected by notice to the contrary.
(v) All Debentures issued upon any transfer or exchange
pursuant to the terms of this Indenture shall evidence the same debt
and shall be entitled to the same benefits under this Indenture as the
Debentures surrendered upon such transfer or exchange.
(d) NO OBLIGATION OF THE TRUSTEE.
(i) The Trustee shall have no responsibility or obligation to
any beneficial owner of a Global Debenture, a member of, or a
participant in the Depository or other Person with respect to the
accuracy of the records of the Depository or its nominee or of any
participant or member thereof, with respect to any ownership interest
in the Debentures or with respect to the delivery to any participant,
member, beneficial owner or other Person (other than the Depository) of
any notice (including any notice of redemption) or the payment of any
amount, under or with respect to such Debentures. All notices and
communications to be given to the Holders and all payments to be made
to Holders under the Debentures shall be given or made only to or upon
the order of the registered Holders (which shall be the Depository or
its nominee in the case of a Global Debenture). The rights of
beneficial owners in any Global Debenture shall be exercised only
through the Depository subject to the applicable rules and procedures
of the Depository. The Trustee may rely and shall be fully protected in
relying upon information furnished by the Depository with respect to
its members, participants and any beneficial owners.
(ii) The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to
any transfer of any interest in any Debenture (including any transfers
between or among Depository participants, members or beneficial owners
in any Global Debenture) other than to require delivery of such
certificates and other documentation or evidence as are expressly
required by, and to do so if and when expressly required by, the terms
of this Indenture, and to examine the same to determine substantial
compliance as to form with the express requirements hereof."
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<PAGE> 11
(c) Article Two of the Indenture is hereby supplemented and
amended, solely with respect to that series of Securities which consists of
Debentures, by adding thereto at the end thereof the following new Section 2.06:
"Section 2.06. BOOK-ENTRY PROVISIONS FOR GLOBAL DEBENTURES.
(a) This Section 2.06(a) shall apply only to a Global Debenture deposited with
or on behalf of the Depository. The Company shall execute and the Trustee shall,
in accordance with this Section 2.06, authenticate and deliver initially one or
more Global Debentures that (i) shall be registered in the name of the
Depository for such Global Debenture or Global Debentures or the nominee of such
Depository, (ii) shall be delivered by the Trustee to such Depository or
pursuant to such Depository's instructions or held by the Trustee as custodian
for the Depository and (iii) bear legends as set forth in Section 2.05(b).
Members of, or participants in, the Depository (the "AGENT
MEMBERS") shall have no rights under this Indenture with respect to any Global
Debenture held on their behalf by the Depository, or the Trustee as its
custodian, or under the Global Debenture and the Depository may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of such Global Debenture for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by the Depository
or impair, as between the Depository and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Debenture.
(b) Transfers of a Global Debenture shall be limited to
transfers of such Global Debenture in whole, but not in part, to the Depository,
its successor or their respective nominees. Interests of beneficial owners in a
Global Debenture may be transferred in accordance with the rules and procedures
of the Depository and the provisions of Section 2.07. In addition, Physical
Debentures shall be transferred to all beneficial owners in exchange for their
beneficial interests in the Global Debentures if (i) the Depository notifies the
Company in writing that it (or its nominee) is unwilling or unable to continue
to act as Depository for the Global Debentures under the Exchange Act and a
successor depository registered as a clearing agency under the Exchange Act is
not appointed by the Company within 90 days of such notice or (ii) at any time
if the Company determines that the Global Debentures (in whole but not in part)
should be exchanged for Physical Debentures.
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<PAGE> 12
In addition to the foregoing, during the continuance of an Event of Default
holders of book-entry interests will be entitled to request and receive
Physical Debentures. Such Physical Debentures will be issued to and registered
in the name of, or as directed by, that person only upon the request in
writing made through a Depository participant.
(c) In connection with any transfer of a portion of the
beneficial interests in a Global Debenture to beneficial owners pursuant to
paragraph (b) of this Section, the Registrar shall reflect on its books and
records the date and a decrease in the principal amount of the Global Debentures
in an amount equal to the principal amount of the beneficial interest in such
Global Debentures to be transferred, and the Company shall execute, and the
Trustee shall authenticate and deliver, one or more Physical Debentures of like
tenor and amount.
(d) In connection with the transfer of the entire Global
Debenture to beneficial owners pursuant to clauses (i) or (ii) of paragraph (b)
of this Section, the Global Debenture shall be deemed to be surrendered to the
Trustee for cancelation, and the Company shall execute, and the Trustee shall
authenticate and deliver, to each beneficial owner identified by the Depository
in exchange for its beneficial interest in the Global Debenture an equal
aggregate principal amount of Physical Debentures of authorized denominations.
(e) Any Physical Debenture delivered in exchange for an
interest in the Global Debenture pursuant to paragraph (b) or (d) of this
Section shall, except as otherwise provided by paragraph (a) of Section 2.05,
bear the legend regarding transfer restrictions applicable to the Physical
Debenture set forth in Section 2.05.
(f) The registered holder of a Global Debenture may grant
proxies and otherwise authorize any Person, including Agent Members and Persons
that may hold interests through Agent Members, to take any action which a Holder
is entitled to take under this Indenture or the Debentures.
(g) Beneficial owners of interests in a Global Debenture may
receive Physical Debentures (which shall bear the Private Placement Legend if
required by Section 2.05) in accordance with the procedures of the Depository.
In connection with the execution, authentication and delivery of such Physical
Debentures, the Registrar shall reflect on its books and records a decrease in
the principal amount of the Global Debenture equal to the principal amount of
such Physical Debentures and the Company shall execute and the
11
<PAGE> 13
Trustee shall authenticate and deliver one or more Physical Debentures having
an equal aggregate principal amount.
(i) CANCELLATION OR ADJUSTMENT OF GLOBAL DEBENTURE. At such
time as all beneficial interests in a Global Debenture have either been
exchanged for Physical Debentures, redeemed, repurchased or canceled, such
Global Debenture shall be returned to the Depository for cancellation or
retained and canceled by the Trustee. At any time prior to such cancellation, if
any beneficial interest in a Global Debenture is exchanged for Physical
Debentures, redeemed, repurchased or canceled, the principal amount of
Debentures represented by such Global Debenture shall be reduced and an
adjustment shall be made on the books and records of the Trustee with respect to
such Global Debenture, by the Trustee to reflect such reduction."
(d) Article Two of the Indenture is hereby supplemented and
amended, solely with respect to that series of Securities which consists of
Debentures, by adding thereto at the end thereof the following new Section 2.07:
"Section 2.07. TRANSFER AND EXCHANGE. (a) TRANSFER AND
EXCHANGE OF GLOBAL DEBENTURES. (i) The transfer and exchange of Global
Debentures or beneficial interests therein shall be effected through the
Depository, in accordance with this Indenture (including applicable restrictions
on transfer set forth herein, if any) and the procedures of the Depository
therefor. A transferor of a beneficial interest in a Global Debenture shall
deliver to the Registrar a written order given in accordance with the
Depository's procedures containing information regarding the participant account
of the Depository to credited with a beneficial interest in the Global
Debenture. The Registrar shall, in accordance with such instructions, instruct
the Depository to credit to the account of the Person specified in such
instructions a beneficial interest in the Global Debenture and to debit the
account of the Person making the transfer the beneficial interest in the Global
Debenture being transferred.
(ii) Notwithstanding any other provisions of this Supplemental
Indenture (other than the provisions set forth in Section 2.06(b)), a
Global Debenture may not be transferred as a whole except by the
Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository or by
the Depository or any such nominee to a successor Depository or a
nominee of such successor Depository.
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<PAGE> 14
(iii) In the event that a Global Debenture is exchanged for
Physical Debentures pursuant to Section 2.06(b), prior to the
consummation of an Exchange Offer or the effectiveness of a Shelf
Registration Statement with respect to such Debentures, such Debentures
may be exchanged only in accordance with such procedures as are
substantially consistent with the provisions of this Section 2.07
(including the certification requirements set forth on the reverse of
the Initial Debentures intended to ensure that such transfers comply
with Rule 144A, Regulation D or Regulation S, as the case may be) and
such other procedures as may from time to time be adopted by the
Company.
(b) GENERAL. By its acceptance of any Debenture bearing the
Private Placement Legend, each Holder of such a Debenture acknowledges the
restrictions on transfer of such Debenture set forth in this Indenture and in
the Private Placement Legend and agrees that it will transfer such Debenture
only as provided in this Indenture. The Registrar shall not register a transfer
of any Debenture unless such transfer complies with the restrictions on transfer
of such Debenture set forth in this Indenture. In connection with any transfer
of Debentures, each Holder agrees by its acceptance of the Debentures to furnish
the Registrar or the Company such certifications, legal opinions or other
information as either of them may reasonably require to confirm that such
transfer is being made pursuant to an exemption from, or a transaction not
subject to, the registration requirements of the Securities Act; provided that
the Registrar shall not be required to determine (but may conclusively rely on a
determination made by the Company with respect to) the sufficiency of any such
certifications, legal opinions or other information.
The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 3.05 or this Section
2.07 in accordance with its customary procedures. The Company shall have the
right to inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Registrar."
SECTION 4. AMENDMENT TO ARTICLE THREE. The third paragraph of
Section 3.05 of Article Three of the Indenture is hereby supplemented and
amended, solely with respect to
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<PAGE> 15
that series of Securities which consists of Debentures, to read in its
entirety as follows:
"Subject to Sections 2.06 and 2.07, at the option of the
Holder, Securities of any series may be exchanged for other Securities
of such series of any authorized denominations, of a like aggregate
principal amount and Stated Maturity and of like tenor and terms
(including an exchange of Initial Debentures for Exchange Debentures),
upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver,
the Securities which the Securityholder making the exchange is entitled
to receive; PROVIDED, that no exchanges of Initial Debentures for
Exchange Debentures shall occur until a Registration Statement shall
have been declared effective by the Commission (confirmed in an
Officers' Certificate delivered to the Trustee) and that any Initial
Debentures that are exchanged for Exchange Debentures shall be canceled
by the Trustee."
SECTION 5. AMENDMENTS TO ARTICLE FOUR. (a) Article Four of the
Indenture is hereby supplemented and amended, solely with respect to that series
of Securities which consists of Debentures, by adding thereto at the end thereof
the following new Section 4.09:
"Section 4.09. PAYMENT OF ADDITIONAL AMOUNTS. The Company
will, subject to the exceptions and limitations set forth below, pay as
additional interest on the Debentures such additional amounts as are necessary
in order that the net payment by the Company or a paying agent of the principal
of and interest on the Debentures to a Foreign Holder, after deduction or
withholding for any present or future tax, assessment or governmental charge of
the United States or a political subdivision or taxing authority thereof or
therein, imposed by withholding with respect to the payment, will not be less
than the amount provided in the Debentures to be then due and payable; PROVIDED,
HOWEVER, that the foregoing obligation to pay additional amounts shall not
apply:
1. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the Holder, or a fiduciary,
settlor, beneficiary, member or shareholder of the Holder if
the Holder is an estate, trust, partnership or corporation, or
a person holding a power over an estate or trust administered
by a fiduciary holder, considered as:
14
<PAGE> 16
a. being or having been present or engaged in a trade or
business in the United States or having or having had
a permanent establishment in the United States;
b. having a current or former relationship with the
United States, including a relationship as a citizen
or resident thereof;
c. being or having been a foreign or domestic personal
holding company, a passive foreign investment company
or a controlled foreign corporation with respect to
the United States or a corporation that has
accumulated earnings to avoid United States federal
income tax; or
d. being or having been a "10-percent shareholder" of
the Company as defined in section 871(h)(3) of the
United States Internal Revenue Code of 1986, as
amended, (the "Code") or any successor provision;
2. to any Holder that is not the sole beneficial owner of the
Debentures, or a portion thereof, or that is a fiduciary or
partnership, but only to the extent that a beneficiary or
settlor with respect to the fiduciary or a beneficial owner or
member of the partnership would not have been entitled to the
payment of an additional amount had the beneficiary, settlor,
beneficial owner or member received directly its beneficial or
distributive share of the payment;
3. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the failure of the Holder or any
other person to comply with certification, identification or
information reporting requirements concerning the nationality,
residence, identity or connection with the United States of
the Holder or beneficial owner of such Debentures, if
compliance is required by statute, by regulation of the United
States Treasury Department or by an applicable income tax
treaty to which the United States is a party as a precondition
to exemption from, or reduction of, such tax, assessment or
other governmental charge;
15
<PAGE> 17
4. to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Company or a paying agent
from the payment;
5. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes
effective more than 15 days after the payment becomes due or
is duly provided for, whichever occurs later;
6. to an estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or a similar tax, assessment
or governmental charge;
7. to any tax, assessment or other governmental charge required
to be withheld by any paying agent from any payment of
principal of or interest on any Debentures, if such payment
can be made without such withholding by any other paying
agent; or
8. in the case of any combination of items "1." - "7."
The Debentures are subject in all cases to any tax, fiscal or
other law or regulation or administrative or judicial interpretation applicable
thereto. Except as specifically provided under this Section 4.09, the Company
shall not be required to make any payment with respect to any tax, assessment or
governmental charge imposed by any government or a political subdivision or
taxing authority thereof or therein."
(b) Article Four of the Indenture is hereby supplemented and amended,
solely with respect to that series of Securities which consists of Debentures,
by adding thereto at the end thereof the following new Section 4.10:
"SECTION 4.10. REDEMPTION. If (a) as a result of any change
in, or amendment to, the laws (or any regulations or rulings promulgated
thereunder) of the United States (or any political subdivision or taxing
authority thereof or therein), or any change in, or amendments to, the official
position regarding the application or interpretation of such laws, regulations
or rulings, which change or amendment is announced or becomes effective on or
after May 26, 1999, the Company becomes or will become obligated to pay
additional amounts as described under Section 4.09 above, or (b) any act is
taken by a taxing authority of the United States on or after May 26, 1999,
whether or not such act is taken with
16
<PAGE> 18
respect to the Company or any affiliate, that results in a substantial
probability that the Company will or may be required to pay such additional
amounts, then the Company may, at its option, redeem, as a whole, but not in
part, the Debentures on not less than 30 nor more than 60 days' prior notice,
at a redemption price equal to 100% of their principal amount, together with
interest accrued but unpaid thereon to the date fixed for redemption; provided
that the Company determines, in its business judgment, that the obligation to
pay such additional amounts cannot be avoided by the use of reasonable measures
available to it, not including substitution of the obligor under the
Debentures. No redemption pursuant to (b) above may be made unless the Company
shall have received an opinion of independent counsel to the effect that an act
taken by a taxing authority of the United States results in a substantial
probability that it will or may be required to pay the additional amounts
described in Section 4.09 and the Company shall have delivered to the Trustee a
certificate, signed by a duly authorized officer, stating that based on
such opinion, the Company is entitled to redeem the Debentures pursuant to their
terms."
SECTION 6. THIS FIFTH SUPPLEMENTAL INDENTURE. This Fifth
Supplemental Indenture and the Exhibits hereto shall be construed as
supplemental to the Indenture and shall form a part of it, and the Indenture is
hereby incorporated by reference herein and each is hereby ratified, approved
and confirmed.
SECTION 7. GOVERNING LAW. THIS FIFTH SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
SECTION 8. COUNTERPARTS. This Fifth Supplemental Indenture may
be executed in any number of counterparts, each of which shall be an original;
but such counterparts shall together constitute but one and the same instrument.
SECTION 9. HEADINGS. The headings of this Fifth Supplemental
Indenture are for reference only and shall not limit or otherwise affect the
meaning hereof.
SECTION 10. TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals
herein contained are made by the Company, and not by the Trustee, and the
Trustee assumes no responsibility for the correctness thereof. The Trustee shall
not be responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Fifth Supplemental Indenture.
17
<PAGE> 19
SECTION 11. SEVERABILITY. In case any one or more of the
provisions contained in this Fifth Supplemental Indenture or in the Securities
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provisions of the Fifth Supplemental Indenture or of the Securities, but
this Fifth Supplemental Indenture and the Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.
18
<PAGE> 20
IN WITNESS WHEREOF, the parties hereto have caused this Fifth
Supplemental Indenture to be duly executed by their respective authorized
officers as of the date first written above.
TRW Inc.,
by
/s/ William B. Lawrence
-----------------------------------------
Name: William B. Lawrence
Title: Executive Vice President,
General Counsel and Secretary
THE CHASE MANHATTAN BANK, as Trustee,
by
/s/ R. J. Halleran
-----------------------------------------
Name: R. J. Halleran
Title: Second Vice President
<PAGE> 21
EXHIBIT A
[FORM OF FACE OF INITIAL DEBENTURE]
[INSERT APPROPRIATE LEGEND]
TRW INC.
7 3/4% Debenture Due 2029
[CUSIP] [ISIN] [COMMON CODE]
No. $[ ]
TRW INC., an Ohio corporation (the "Company", which term
includes any successor under the Indenture hereinafter referred to), for value
received, promises to pay to [ ], or its registered assigns, the principal sum
of [ ] Dollars ($[ ]) on June 1, 2029.
Interest Payment Dates: June 1 and December 1, commencing
December 1, 1999.
Regular Record Dates: May 15 and November 15.
Reference is hereby made to the further provisions of this
Debenture set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Capitalized terms used herein and not defined herein have the
meanings ascribed thereto in the Indenture dated as of May 1, 1986 (the
"Original Indenture"), as supplemented and amended by the First Supplemental
Indenture, dated as of August 24, 1989, the Second Supplemental Indenture dated
as of June 2, 1999, the Third Supplemental Indenture dated as of June 2, 1999,
the Fourth Supplemental Indenture dated as of June 2, 1999, and the Fifth
Supplemental Indenture dated as of June 2, 1999 (collectively, the "Supplemental
Indentures"; the Original Indenture, as amended by the Supplemental Indentures
is hereinafter referred to as the "Indenture"). This Debenture is one of the
series of Securities of the Company issued pursuant to the Indenture and is
designated as the 7 3/4% Debentures Due 2029 (hereinafter referred to as the
"Debentures"), limited in aggregate principal amount to $550,000,000.
<PAGE> 22
IN WITNESS WHEREOF, the Company has caused this Debenture to be
signed manually or by facsimile by its duly authorized officers under its
corporate seal.
Date: TRW INC.
By: _________________________
[SEAL]
Attest:
_________________________________
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:______________________________
Authorized Officer
<PAGE> 23
[FORM OF REVERSE SIDE OF INITIAL DEBENTURE]
TRW INC.
7 3/4% Debenture Due 2029
1. PRINCIPAL AND INTEREST.
TRW Inc., a corporation duly organized and existing under the
laws of the State of Ohio (herein called the "Company", which term includes any
successor Person under the Indenture herein after referred to), for value
received, hereby promises to pay __________, or its registered assigns, the
principal sum of $ Dollars [($ )] (the "Principal Amount"), on
June 1, 2029, and to pay interest on the Principal Amount at the rate of [ ]%
per annum (the "Specified Rate"); provided, however, that if a Registration
Default (as defined in the Registration Rights Agreement) occurs, additional
interest will accrue on this Debenture at a rate of .25% per annum (the
"Additional Interest") from and including the date on which such Registration
Default ahall occur to but excluding the date on which all Registration
Defaults have been cured. The Company will pay interest semiannually in arrears
on December 1 and June 1 of each year (each an "Interest Payment Date")
commencing on December 1, 1999. Interest on the Debentures shall accrue from
June 2, 1999, or the most recent date to which interest has been paid. Interest
shall be computed on the basis of a 360-day year of twelve 30-day months. The
interest payment at the Stated Maturity of the Principal Amount will include
interest accrued to but excluding the date of such Stated Maturity and will be
payable to the person to whom principal is payable.
If the Principal Amount of, and any accrued interest on, the
Debentures is declared due and payable as provided in Section 9, the Company
shall pay interest on the overdue Principal Amount at a rate per annum equal to
the Specified Rate, and it shall pay interest on overdue installments of
interest at the same rate (to the extent that payment of such interest shall be
legally enforceable). Such interest shall accrue from the date such overdue
amount was due to the date payment of such amount, including interest thereon,
has been made or duly provided for.
Any amounts of Additional Interest due hereunder will be
payable in cash, on the same original payment dates as other interest due on
this Debenture. The amount of Additional Interest due on this Debenture will be
determined by multiplying the applicable Additional Interest rate by
<PAGE> 24
the outstanding principal amount of this Debenture, multiplied by a fraction,
the numerator of which is the number of days such Additional Interest rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months), and the denominator of which is 360.
If the Company defaults in a payment of interest on the
Debentures, it shall pay the defaulted interest, plus (to the extent that the
payment of such interest shall be legally enforceable), any interest payable on
the defaulted interest, to the persons who are Holders on a subsequent Special
Record Date. Such date shall be at least ten (10), and no more than fifteen (15)
days before the payment date. The Company shall fix or cause to be fixed the
Special Record Date and the payment date. At least ten (10) calendar days before
the special record date, the Company shall mail or cause to be mailed to each
Holder a notice that states the Special Record Date, the payment date and the
amount of defaulted interest to be paid.
The Company shall pay interest on the Debentures (except
defaulted interest) to the Persons in whose names the Debentures are registered
at the close of business on the May 15 or November 15 next preceding the
Interest Payment Date (the "Regular Record Date") on the register kept by or on
behalf of the Company for that purpose, even if Debentures are canceled after
such record date and on or before the Interest Payment Date. Holders must
surrender Debentures to the Trustee (or as otherwise specified in the applicable
Company Notice (as defined in Paragraph 7)) to collect principal payments.
2. PAYING AGENT AND REGISTRAR.
Initially, the Trustee will be the Paying Agent and the
Registrar with respect to this Debenture. The Company reserves the right at any
time to vary or terminate the appointment of any Paying Agent or Registrar, to
appoint additional or other Paying Agents and other Registrars and to approve
any change in the office through which any Paying Agent or Registrar acts;
PROVIDED that there will at all times be a Paying Agent in The City of New York.
3. INDENTURE; LIMITATIONS.
This Debenture is one of the duly authorized issue of senior
debentures, notes, bonds or other evidences of indebtedness of the Company, of
the series herein specified, all issued or to be issued under and pursuant to
the Indenture, to which reference is hereby made for a statement
<PAGE> 25
of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee and any agent of the Trustee, any Paying Agent, the
Company and the Holders of the Securities and the terms upon which the
Securities are issued and are to be authenticated and delivered.
The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may
have different conversion prices or exchange provisions (if any), may be subject
to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any), may be subject to different
covenants and Events of Default and may otherwise vary as provided or permitted
in the Indenture. This Debenture is one of the series of Securities of the
Company issued pursuant to the Indenture and is designated as the 7 3/4%
Debentures Due 2029, limited in aggregate principal amount to $550,000,000. The
terms of the Debentures include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended, and the Securities Act of 1933, as amended. The Debentures are subject
to all such terms and Holders are referred to the Indenture and the Trust
Indenture Act of 1939, as amended, for a statement of those terms.
Capitalized terms used but not defined in the Debentures have the meanings
ascribed to them in the Indenture.
4. REDEMPTION AT THE OPTION OF THE COMPANY.
No sinking fund is provided for the Debentures. The Debentures
will be redeemable as a whole at any time or in part from time to time, at the
option of the Company, (a "Redemption Date"), at a redemption price equal to the
greater of (i) 100% of the principal amount of the Debentures and (ii) the sum
of the present values of the remaining scheduled payments of principal and
interest thereon from the redemption date to the maturity date (exclusive of
accrued interest) discounted, in each case, to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate (as defined herein) plus 25 basis points, plus any interest
accrued but not paid to the date of redemption (the "Redemption Price").
"Treasury Rate" means, with respect to any redemption date,
the yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated "H.15(519)" or any successor publication which is
<PAGE> 26
published weekly by the Board of Governors of the Federal Reserve System and
which establishes yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption "Treasury Constant Maturities,"
for the maturity corresponding to the Comparable Treasury Issue (if no maturity
is within three months before or after the maturity date, yields for the two
published maturities most closely corresponding to the Comparable Treasury
Issue shall be determined and the Treasury Rate shall be interpolated or
extrapolated from such yields on a straight line basis, rounding to the nearest
month) or (ii) if that release (or any successor release) is not published
during the week preceding the calculation date or does not contain such yields,
the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date. The Treasury Rate shall be
calculated on the third Business Day preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Debentures to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Debentures. "Independent Investment
Banker" means one of the Reference Treasury Dealers appointed by the Trustee
after consultation with the Company.
"Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of four Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated, J.P. Morgan Securities Inc., Salomon Smith Barney Inc. and one
other primary U.S. Government Securities dealer in New York City (each, a
"Primary Treasury Dealer"), appointed by the Trustee in consultation with TRW,
provided, however, that if any of the foregoing shall cease to be a Primary
Treasury Dealer, the Company may substitute therefor another Primary Treasury
Dealer.
<PAGE> 27
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third business day preceding such redemption date.
Unless the Company defaults in payment of the redemption
price, on and after the redemption date interest will cease to accrue on the
Securities or portions thereof called for redemption.
5. PAYMENT OF ADDITIONAL AMOUNTS.
The Company will, subject to the exceptions and limitations
set forth below, pay as additional interest on the Debentures such additional
amounts as are necessary in order that the net payment by the Company or a
paying agent of the principal of and interest on the Debentures to a Foreign
Holder, after deduction or withholding for any present or future tax, assessment
or governmental charge of the United States or a political subdivision or taxing
authority thereof or therein, imposed by withholding with respect to the
payment, will not be less than the amount provided in the Debentures to be then
due and payable; PROVIDED, HOWEVER, that the foregoing obligation to pay
additional amounts shall not apply:
1. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the Holder, or a fiduciary,
settlor, beneficiary, member or shareholder of the Holder if
the Holder is an estate, trust, partnership or corporation, or
a person holding a power over an estate or trust
administered by a fiduciary holder, considered as:
a. being or having been present or engaged in a trade or
business in the United States or having or having had
a permanent establishment in the United States;
b. having a current or former relationship with the
United States, including a relationship as a citizen
or resident thereof;
c. being or having been a foreign or domestic personal
holding company, a passive foreign investment company
or a controlled foreign
<PAGE> 28
corporation with respect to the United States or a
corporation that has accumulated earnings to avoid
United States federal income tax; or
d. being or having been a "10-percent shareholder" of
the Company as defined in section 871(h)(3) of the
United States Internal Revenue Code of 1986, as
amended, (the "Code") or any successor provision;
2. to any Holder that is not the sole beneficial owner of the
Debentures, or a portion thereof, or that is a fiduciary or
partnership, but only to the extent that a beneficiary or
settlor with respect to the fiduciary or a beneficial owner or
member of the partnership would not have been entitled to the
payment of an additional amount had the beneficiary, settlor,
beneficial owner or member received directly its beneficial or
distributive share of the payment;
3. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the failure of the Holder or any
other person to comply with certification, identification or
information reporting requirements concerning the nationality,
residence, identity or connection with the United States of
the Holder or beneficial owner of such Debentures, if
compliance is required by statute, by regulation of the United
States Treasury Department or by an applicable income tax
treaty to which the United States is a party as a precondition
to exemption from, or reduction of, such tax, assessment or
other governmental charge;
4. to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Company or a paying agent
from the payment;
5. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes
effective more than 15 days after the payment becomes due or
is duly provided for, whichever occurs later;
6. to an estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or a similar tax, assessment
or governmental charge;
<PAGE> 29
7. to any tax, assessment or other governmental charge required
to be withheld by any paying agent from any payment of
principal of or interest on any Debentures, if such payment
can be made without such withholding by any other paying
agent; or
8. in the case of any combination of items "1." - "7."
The Debentures are subject in all cases to any tax, fiscal or
other law or regulation or administrative or judicial interpretation applicable
thereto. Except as specifically provided above, the Company shall not be
required to make any payment with respect to any tax, assessment or governmental
charge imposed by any government or a political subdivision or taxing authority
thereof or therein.
6. REDEMPTION FOR TAXES.
If (a) as a result of any change in, or amendment to, the laws
(or any regulations or rulings promulgated thereunder) of the United States (or
any political subdivision or taxing authority thereof or therein), or any change
in, or amendments to, the official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
is announced or becomes effective on or after May 26, 1999, the Company becomes
or will become obligated to pay additional amounts as described above, or (b)
any act is taken by a taxing authority of the United States on or after May 26,
1999, whether or not such act is taken with respect to the Company or any
affiliate, that results in a substantial probability that the Company will or
may be required to pay such additional amounts, then the Company may, at its
option, redeem, as a whole, but not in part, the Debentures on not less than 30
nor more than 60 days' prior notice, at a redemption price equal to 100% of
their principal amount, together with interest accrued but unpaid thereon to the
date fixed for redemption; provided that the Company determines, in its business
judgment, that the obligation to pay such additional amounts cannot be avoided
by the use of reasonable measures available to it, not including substitution of
the obligor under the Debentures. No redemption pursuant to (b) above may be
made unless the Company shall have received an opinion of independent counsel to
the effect that an act taken by a taxing authority of the United States results
in a substantial probability that it will or may be required to pay the
additional amounts described above and the Company shall
<PAGE> 30
have delivered to the Trustee a certificate, signed by a duly authorized
officer, stating that based on such opinion, the Company is entitled to redeem
the Debentures pursuant to their terms.
7. REDEMPTION PROCEDURE.
If the Company wishes to redeem the Debentures in whole or in
part, then the Company shall give notice in the manner provided in the Indenture
that is not less than thirty (30) nor more than sixty (60) days prior to the
Redemption Date (the "Company Notice") which includes the following information:
(i) the Redemption Date; (ii) the Redemption Price; (iii) if less than all
Outstanding Securities of any series are to be redeemed, the identification
(and, in the case of partial redemption, the respective principal amounts) of
the Securities to be redeemed from the Holder to whom the notice is given; (iv)
that on the Redemption Date the Redemption Price will become due and payable
upon each such Security (including applicable interest thereon, if any), and
that interest, if any, thereon shall cease to accrue on said date; (v) the place
where such Securities and coupons, if any, are to be surrendered for payment of
the Redemption Price, which shall be the office or agency of the Company in the
Place of Payment; and (vi) that the redemption is on account of a sinking fund,
if that be the case.
Notice of redemption of Securities to be redeemed shall be
given by the Company or, on Company Order, by the Trustee in the name and at the
expense of the Company.
8. DENOMINATIONS; TRANSFER; EXCHANGE.
The Debentures are issuable in registered form without
coupons, in denominations of $1,000 and integral multiples thereof. Debentures
may be exchanged for a like aggregate principal amount of Debentures of other
authorized denominations at the office or agency of the Company in the Borough
of Manhattan, The City of New York, and in the manner and subject to the
limitations provided in the Indenture.
Upon due presentment for registration of transfer of this
Debenture at the office or agency of the Company in the Borough of Manhattan,
The City of New York, a new Debenture or Debentures of authorized denominations
for a like aggregate principal amount will be issued to the transferee in
exchange therefor, subject to the limitations provided in the Indenture.
<PAGE> 31
No service charge shall be made for any such transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax, assessment or other governmental charge payable in connection therewith.
Subject to the provisions of the Indenture, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Debenture is registered as the owner hereof for all purposes,
whether or not this Debenture is overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
9. DEFEASANCE.
As provided in the Indenture and subject to the satisfaction
of certain conditions set forth therein, at the Company's option, either (i) the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by, and the obligations under, the Securities of any series and to
have satisfied all the obligations (with certain exceptions) under the Indenture
relating to the Securities of such series or (ii) the Company shall cease to be
under any obligation to comply with any term, provision or condition of certain
restrictive covenants under the Indenture or of any provisions set forth, with
respect to the Securities of such series, in any additions or changes to or
deletions from the covenants and Events of Default under the Indenture in the
Board Resolutions or supplemental indenture with respect to the Securities of
such series.
10. AMENDMENT; SUPPLEMENT; WAIVER.
The Indenture permits, with certain exceptions as therein
provided, the Company and the Trustee to enter into supplemental indentures to
the Indenture for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of modifying in
any manner the rights of the Holders of the Securities of each series under the
Indenture with the consent of the Holders of not less than 66 2/3% in aggregate
principal amount of the Securities at the time Outstanding of each series to be
affected thereby on behalf of the Holders of all Securities of such series.
11. DEFAULTS AND REMEDIES.
If an Event of Default with respect to the Debentures shall
have occurred and be continuing, the Principal Amount of the Debentures and all
accrued and
<PAGE> 32
unpaid interest thereon may be declared due and payable in the manner and with
the effect provided in the Indenture.
12. AUTHENTICATION.
Unless the certificate of authentication on any Debentures has
been manually executed by or on behalf of the Trustee under the Indenture, such
Debentures shall not be entitled to any benefits under the Indenture or be valid
or obligatory for any purpose.
13. EXCHANGE OFFER; REGISTRATION RIGHTS.
[To be included in Debentures other than (x) Exchange
Debentures and (y) Debentures sold pursuant to a Shelf Registration Statement.]
Pursuant to a Registration Rights Agreement among the Company
and the Initial Purchasers (as defined in the Purchase Agreement), the Company
has agreed that it will file with the Securities and Exchange Commission (the
"Commission") and use its reasonable best efforts to cause to become effective a
registration statement (the "Registration Statement") with respect to an issue
of Debentures identical in all material respects to the Debentures (the
"Exchange Debentures") and, upon becoming effective, to offer the Holders of the
Debentures the opportunity to exchange their Debentures for the Exchange
Debentures (the "Exchange Offer"). In the event that due to a change in current
interpretations by the Commission, the Company is not permitted to effect such
Exchange Offer, the Company will instead file a registration statement covering
resales by the holders of Debentures (a "Shelf Registration Statement") and will
use its reasonable best efforts to cause such Shelf Registration Statement to
become effective and to keep such Shelf Registration Statement effective for two
years from the Debentures Closing Date; provided that TRW will under certain
circumstances be entitled to suspend the availability of the Shelf Registration
Statement. The Company shall, in the event a Shelf Registration Statement is
filed, provide to each Holder of the Debentures a copy of the prospectus and
notify each such Holder when the Shelf Registration Statement has become
effective. A Holder that sells Debentures pursuant to a Shelf Registration
Statement generally will be required to be named as a selling security holder in
the related prospectus and to deliver a current prospectus to purchasers, and
will be subject to certain of the civil liability provisions under the
Securities Act of 1933, as amended in connection with such sales. The Exchange
Debentures will be issued (i) under the Indenture or (ii) under an indenture
substantially similar to the
<PAGE> 33
Indenture, which, in either event, will provide that the Exchange Debentures
will not be subject to the transfer restrictions described in the Indenture.
If the Company effects the Exchange Offer, the Company will be
entitled to close the Exchange Offer provided that the Company has accepted all
Debentures theretofore validly tendered in accordance with the terms of the
Exchange Offer. Any Additional Interest on the Initial Debentures accrued but
not paid prior to the Exchange Offer shall be payable on the Exchange
Debentures. Debentures not tendered in the Exchange Offer shall bear interest at
the same rates in effect at the time of issuance of the Debentures.
14. OBLIGATION TO PAY INTEREST ABSOLUTE.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the Principal Amount and
any premium of and any interest on the Debentures at the place, rate and
respective times and in the coin or currency prescribed herein and in the
Indenture.
15. HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT.
Each Holder of a Debenture, by acceptance thereof,
acknowledges and agrees to the provisions of the Registration Rights Agreement,
including, without limitation, the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided
therein.
16. GOVERNING LAW.
THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS.
17. ABBREVIATIONS.
Customary abbreviations may be used in the name of a Holder or
an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors
Act).
<PAGE> 34
The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to TRW Inc.,
1900 Richmond Road, Cleveland, Ohio 44124, Attention of Secretary.
<PAGE> 35
[FORM OF TRANSFER NOTICE]
____________________________________________________________________
To assign this Debenture, fill in the form below:
I or we assign and transfer this Debenture to
___________________________________________________________
(Print or type assignee's name, address and zip code)
___________________________________________________________
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer this
Debenture on the books of the Company. The agent may substitute another to act
for him.
______________________________________________________________________
Date: ________________ Your Signature: _____________________
______________________________________________________________________
Sign exactly as your name appears on the other side of this Debenture.
In connection with any transfer of any of the Debentures evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act after the later of the date of original issuance
of such Debentures and the last date, if any, on which such Debentures were
owned by the Company or any Affiliate of the Company, the undersigned confirms
that without utilizing any general solicitation or general advertising such
Debentures are being transferred in accordance with its terms:
CHECK ONE BOX BELOW
(1) [ ] to the Company; or
(2) [ ] pursuant to an effective registration statement under
the Securities Act of 1933; or
(3) [ ] to a "qualified institutional buyer" (as defined in
Rule 144A under the Securities Act
<PAGE> 36
of 1933) that purchases for its own account or for
the account of a qualified institutional buyer to
whom notice is given that such transfer is being
made in reliance on Rule 144A, in each case
pursuant to and in compliance with Rule 144A under
the Securities Act of 1933; or
(4) [ ] outside the United States in an offshore transaction
within the meaning of Regulation S under the
Securities Act in compliance with Rule 904 under the
Securities Act of 1933;
(5) [ ] inside the United States to an institutional
"accredited investor" (as defined in Rule 501(a)(i),
(2), (3) or (7) of Regulation D under the Securities
Act) that purchases for its own account or for one or
more accounts (each of which is an institutional
"accredited investor") as to each of which it
exercises sole investment discretion; or
(6) [ ] pursuant to another available exemption from
registration provided by Rule 144 under the
Securities Act of 1933.
Unless one of the boxes is checked, the Trustee will refuse to register any of
the Debentures evidenced by this certificate in the name of any person other
than the registered holder thereof; PROVIDED, however, that if box (4), (5) or
(6) is checked, the Trustee may require, prior to registering any such transfer
of the Debentures, such legal opinions, certifications and other information as
the Company has reasonably requested to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933.
--------------------------
Signature
--------------------------
Signature
- ------------------------------------------------------------
<PAGE> 37
TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing
this Debenture for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, as amended, and is aware that the sale to it is being
made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as the undersigned has requested pursuant to
Rule 144A or has determined not to request such information and that it is aware
that the transferor is relying upon the undersigned's foregoing representations
in order to claim the exemption from registration provided by Rule 144A.
Dated: ________________ ___________________________________________
NOTICE: To be executed by
an executive officer
TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED
The undersigned represents and warrants that it is purchasing
this Debenture for its own account or an account with respect to which it
exercises sole investment discretion and that it and/or any such account falls
within the definition of the term non-U.S. person set forth in Regulation S of
the Securities Act of 1933, as amended, and is aware that the sale to it is
being made in reliance on Regulation S. The undersigned further represents and
warrants that the transfer of this Debenture was made in an offshore transaction
within the meaning of Regulation S.
Dated: ________________ ____________________________________________
NOTICE: To be executed by
an executive officer
TO BE COMPLETED BY PURCHASER IF (5) ABOVE IS CHECKED
The undersigned represents and warrants that it is purchasing
this Debenture for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is an
institutional "accredited investor" within the meaning of Rule 501(a)(i), (2),
(3) or (7) of Regulation D under the Securities Act of 1933, as amended, and is
aware that the sale to it is being made in reliance on the safe harbor provision
set forth in Regulation D and acknowledges that it has such knowledge and
experience in financial and business
<PAGE> 38
matters a to be capable of evaluating the merits and risks of its investment in
the Debentures and any accounts for which it is acting are each able to bear
the economic risk of its or their investment and that it is aware that the
transfer or is relying upon the undersigned's foregoing representations.
Dated: ________________ ____________________________________________
NOTICE: To be executed by
an executive officer
<PAGE> 39
[FORM OF FACE OF EXCHANGE DEBENTURE]
[INSERT APPROPRIATE LEGEND]
TRW INC.
7 3/4% Debenture Due 2029
[CUSIP] [ISIN] [COMMON CODE]
No. $[ ]
TRW INC., an Ohio corporation (the "Company", which term
includes any successor under the Indenture hereinafter referred to), for value
received, promises to pay to [ ], or its registered assigns, the principal sum
of [ ] Dollars ($[ ]) on June 1, 2029.
Interest Payment Dates: June 1 and December 1, commencing
December 1, 1999.
Regular Record Dates: May 15 and November 15.
Reference is hereby made to the further provisions of this
Exchange Debenture set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place.
Capitalized terms used herein and not defined herein have the
meanings ascribed thereto in the Indenture dated as of May 1, 1986 (the
"Original Indenture"), as supplemented and amended by the First Supplemental
Indenture, dated as of August 24, 1989, the Second Supplemental Indenture dated
as of June 2, 1999, the Third Supplemental Indenture dated as of June 2, 1999,
the Fourth Supplemental Indenture dated as of June 2, 1999, and the Fifth
Supplemental Indenture dated as of June 2, 1999 (collectively, the "Supplemental
Indentures"; the Original Indenture, as amended by the Supplemental Indentures
is hereinafter referred to as the "Indenture"). This Exchange Debenture is one
of the series of Securities of the Company issued pursuant to the Indenture and
is designated as the 7 3/4% Exchange Debentures Due 2029 (hereinafter referred
to as the "Exchange Debentures"), limited in aggregate principal amount to
$550,000,000.
<PAGE> 40
IN WITNESS WHEREOF, the Company has caused this Exchange
Debenture to be signed manually or by facsimile by its duly authorized officers
under its corporate seal.
Date: TRW INC.
By: _________________________
[SEAL]
Attest:
____________________________
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By: ________________________
Authorized Officer
<PAGE> 41
[FORM OF REVERSE SIDE OF EXCHANGE DEBENTURE]
TRW INC.
7 3/4% Exchange Debenture Due 2029
1. PRINCIPAL AND INTEREST.
TRW Inc., a corporation duly organized and existing under the
laws of the State of Ohio (herein called the "Company", which term includes any
successor Person under the Indenture herein after referred to), for value
received, hereby promises to pay _____________, or its registered assigns, the
principal sum of $ Dollars [($ )] (the "Principal Amount"), on
June 1, 2029, and to pay interest on the Principal Amount at the rate of 7 3/4%
per annum (the "Specified Rate"); [provided, however, that if a Registration
Default (as defined in the Registration Rights Agreement) has occurred,
additional interest will be payable on this Debenture at a rate of .25% per
annum (the "Additional Interest") from and including the date on which such
Registration Default occurred to but excluding the date on which all
Registration Defaults have were cured if such Additional Interest was not paid
prior to the date on which the Initial Debenture was exchanged for this
Exchange Debenture.(1)] The Company will pay interest semiannually in arrears on
December 1 and June 1 of each year (each an "Interest Payment Date") commencing
on December 1, 1999. Interest on the Exchange Debentures shall accrue from June
2, 1999, or the most recent date to which interest has been paid. Interest
shall be computed on the basis of a 360-day year of twelve 30-day months. The
interest payment at the Stated Maturity of the Principal Amount will include
interest accrued to but excluding the date of such Stated Maturity and will be
payable to the person to whom principal is payable.
If the Principal Amount of, and any accrued interest on, the
Exchange Debentures is declared due and payable as provided in Section 9, the
Company shall pay interest on the overdue Principal Amount at a rate per annum
equal to the Specified Rate, and it shall pay interest on overdue installments
of interest at the same rate (to the
- --------
(1) Insert if at the time of issuance of the Exchange Debenture Additional
Interest has accrued on the Initial Debenture but has not been paid prior to the
date the Initial Debenture was Exchange for the Exchange Debenture.
<PAGE> 42
extent that payment of such interest shall be legally enforceable). Such
interest shall accrue from the date such overdue amount was due to the date
payment of such amount, including interest thereon, has been made or duly
provided for.
If the Company defaults in a payment of interest on the
Exchange Debentures, it shall pay the defaulted interest, plus (to the extent
that the payment of such interest shall be legally enforceable), any interest
payable on the defaulted interest, to the persons who are Holders on a
subsequent Special Record Date. Such date shall be at least ten (10), and no
more than fifteen (15) days before the payment date. The Company shall fix or
cause to be fixed the Special Record Date and the payment date. At least ten
(10) calendar days before the special record date, the Company shall mail or
cause to be mailed to each Holder a notice that states the Special Record Date,
the payment date and the amount of defaulted interest to be paid.
The Company shall pay interest on the Exchange Debentures
(except defaulted interest) to the Persons in whose names the Exchange
Debentures are registered at the close of business on the May 15 or November 15
next preceding the Interest Payment Date (the "Regular Record Date") on the
register kept by or on behalf of the Company for that purpose, even if Exchange
Debentures are canceled after such record date and on or before the Interest
Payment Date. Holders must surrender Exchange Debentures to the Trustee (or as
otherwise specified in the applicable Company Notice (as defined in Paragraph
7)) to collect principal payments.
2. PAYING AGENT AND REGISTRAR.
Initially, the Trustee will be the Paying Agent and the
Registrar with respect to this Exchange Debenture. The Company reserves the
right at any time to vary or terminate the appointment of any Paying Agent or
Registrar, to appoint additional or other Paying Agents and other Registrars and
to approve any change in the office through which any Paying Agent or Registrar
acts; PROVIDED that there will at all times be a Paying Agent in The City of New
York.
3. INDENTURE; LIMITATIONS.
This Exchange Debenture is one of the duly authorized issue of
senior debentures, notes, bonds or other evidences of indebtedness of the
Company, of the series herein specified, all issued or to be issued under and
<PAGE> 43
pursuant to the Indenture, to which reference is hereby made for a statement of
the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee and any agent of the Trustee, any Paying Agent, the Company and
the Holders of the Securities and the terms upon which the Securities are issued
and are to be authenticated and delivered.
The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may
have different conversion prices or exchange provisions (if any), may be subject
to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any), may be subject to different
covenants and Events of Default and may otherwise vary as provided or
permitted in the Indenture. This Exchange Debenture is one of the series of
Securities of the Company issued pursuant to the Indenture and is designated as
the 7 3/4% Exchange Debentures Due 2029, limited in aggregate principal amount
to $550,000,000. The terms of the Exchange Debentures include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended, and the Securities Act of 1933, as amended.
The Exchange Debentures are subject to all such terms and Holders are
referred to the Indenture and the Trust Indenture Act of 1939, as amended, for
a statement of those terms. Capitalized terms used but not defined in the
Exchange Debentures have the meanings ascribed to them in the Indenture.
4. REDEMPTION AT THE OPTION OF THE COMPANY.
No sinking fund is provided for the Exchange Debentures. The
Exchange Debentures will be redeemable as a whole at any time or in part from
time to time, at the option of the Company(a "Redemption Date"), at a redemption
price equal to the greater of (i) 100% of the principal amount of the Exchange
Debentures and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon from the redemption date to the
maturity date (exclusive of accrued interest) discounted, in each case, to the
redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined herein) plus 25 basis
points, plus accrued interest thereon to the date of redemption (the "Redemption
Price").
"Treasury Rate" means, with respect to any redemption date,
the yield, under the heading which
<PAGE> 44
represents the average for the immediately preceding week, appearing in the
most recently published statistical release designated "H.15(519)" or any
successor publication which is published weekly by the Board of Governors of
the Federal Reserve System and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity under the
caption "Treasury Constant Maturities," for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months before or
after the maturity date, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue shall be determined and the
Treasury Rate shall be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month) or (ii) if that release
(or any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semi-annual equivalent to yield maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date. The Treasury Rate shall be calculated on the third
Business Day preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Exchange Debentures to be redeemed that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Exchange Debentures.
"Independent Investment Banker" means one of the Reference Treasury Dealers
appointed by the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of four Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated, J.P. Morgan Securities Inc., Salomon Smith Barney Inc. and one
other primary U.S. Government Securities dealer in New York City (each, a
"Primary Treasury Dealer"), appointed by the Trustee in consultation with TRW,
provided, however, that if any of the
<PAGE> 45
foregoing shall cease to be a Primary Treasury Dealer, the Company may
substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third business day preceding such redemption date.
Unless the Company defaults in payment of the redemption
price, on and after the redemption date interest will cease to accrue on the
Securities or portions thereof called for redemption.
5. PAYMENT OF ADDITIONAL AMOUNTS.
The Company will, subject to the exceptions and limitations
set forth below, pay as additional interest on the Debentures such additional
amounts as are necessary in order that the net payment by the Company or a
paying agent of the principal of and interest on the Debentures to a Foreign
Holder, after deduction or withholding for any present or future tax, assessment
or governmental charge of the United States or a political subdivision or taxing
authority thereof or therein, imposed by withholding with respect to the
payment, will not be less than the amount provided in the Debentures to be then
due and payable; PROVIDED, HOWEVER, that the foregoing obligation to pay
additional amounts shall not apply:
1. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the Holder, or a fiduciary,
settlor, beneficiary, member or shareholder of the Holder if
the Holder is an estate, trust, partnership or corporation, or
a person holding a power over an estate or trust administered
by a fiduciary holder, considered as:
a. being or having been present or engaged in a trade or
business in the United States or having or having had
a permanent establishment in the United States;
b. having a current or former relationship with the
United States, including a relationship as a citizen
or resident thereof;
<PAGE> 46
c. being or having been a foreign or domestic personal
holding company, a passive foreign investment company
or a controlled foreign corporation with respect to
the United States or a corporation that has
accumulated earnings to avoid United States federal
income tax; or
d. being or having been a "10-percent shareholder" of
the Company as defined in section 871(h)(3) of the
United States Internal Revenue Code of 1986, as
amended, (the "Code") or any successor provision;
2. to any Holder that is not the sole beneficial owner of the
Debentures, or a portion thereof, or that is a fiduciary or
partnership, but only to the extent that a beneficiary or
settlor with respect to the fiduciary or a beneficial owner or
member of the partnership would not have been entitled to the
payment of an additional amount had the beneficiary, settlor,
beneficial owner or member received directly its beneficial or
distributive share of the payment;
3. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the failure of the Holder or any
other person to comply with certification, identification or
information reporting requirements concerning the nationality,
residence, identity or connection with the United States of
the Holder or beneficial owner of such Debentures, if
compliance is required by statute, by regulation of the United
States Treasury Department or by an applicable income tax
treaty to which the United States is a party as a precondition
to exemption from, or reduction of, such tax, assessment or
other governmental charge;
4. to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Company or a paying agent
from the payment;
5. to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes
effective more than 15 days after the payment becomes due or
is duly provided for, whichever occurs later;
<PAGE> 47
6. to an estate, inheritance, gift, sales, excise, transfer,
wealth or personal property tax or a similar tax, assessment
or governmental charge;
7. to any tax, assessment or other governmental charge required
to be withheld by any paying agent from any payment of
principal of or interest on any Debentures, if such payment
can be made without such withholding by any other paying
agent; or
8. in the case of any combination of items "1." - "7."
The Debentures are subject in all cases to any tax, fiscal or
other law or regulation or administrative or judicial interpretation applicable
thereto. Except as specifically provided above, the Company shall not be
required to make any payment with respect to any tax, assessment or governmental
charge imposed by any government or a political subdivision or taxing authority
thereof or therein.
6. REDEMPTION FOR TAXES.
If (a) as a result of any change in, or amendment to, the laws
(or any regulations or rulings promulgated thereunder) of the United States (or
any political subdivision or taxing authority thereof or therein), or any change
in, or amendments to, the official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
is announced or becomes effective on or after May 26, 1999, the Company becomes
or will become obligated to pay additional amounts as described above, or (b)
any act is taken by a taxing authority of the United States on or after May 26,
1999, whether or not such act is taken with respect to the Company or any
affiliate, that results in a substantial probability that the Company will or
may be required to pay such additional amounts, then the Company may, at its
option, redeem, as a whole, but not in part, the Debentures on not less than 30
nor more than 60 days' prior notice, at a redemption price equal to 100% of
their principal amount, together with interest accrued but unpaid thereon to the
date fixed for redemption; provided that the Company determines, in its business
judgment, that the obligation to pay such additional amounts cannot be avoided
by the use of reasonable measures available to it, not including substitution of
the obligor under the Debentures. No redemption pursuant to (b) above may be
made unless the Company shall have received an opinion of independent
<PAGE> 48
counsel to the effect that an act taken by a taxing authority of the United
States results in a substantial probability that it will or may be required to
pay the additional amounts described above and the Company shall have delivered
to the Trustee a certificate, signed by a duly authorized officer, stating
that based on such opinion, the Company is entitled to redeem the Debentures
pursuant to their terms.
7. REDEMPTION PROCEDURE.
If the Company wishes to redeem the Exchange Debentures in
whole or in part, then the Company shall give notice in the manner provided in
the Indenture that is not less than thirty (30) nor more than sixty (60) days
prior to the Redemption Date (the "Company Notice") which includes the following
information: (i) the Redemption Date; (ii) the Redemption Price; (iii) if less
than all Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the respective principal
amounts) of the Securities to be redeemed from the Holder to whom the notice is
given; (iv) that on the Redemption Date the Redemption Price will become due and
payable upon each such Security (including applicable interest thereon, if any),
and that interest, if any, thereon shall cease to accrue on said date; (v) the
place where such Securities and coupons, if any, are to be surrendered for
payment of the Redemption Price, which shall be the office or agency of the
Company in the Place of Payment; and (vi) that the redemption is on account of a
sinking fund, if that be the case.
Notice of redemption of Securities to be redeemed shall be
given by the Company or, on Company Order, by the Trustee in the name and at the
expense of the Company.
8. DENOMINATIONS; TRANSFER; EXCHANGE.
The Exchange Debentures are issuable in registered form
without coupons, in denominations of $1,000 and integral multiples thereof.
Exchange Debentures may be exchanged for a like aggregate principal amount of
Exchange Debentures of other authorized denominations at the office or agency of
the Company in the Borough of Manhattan, The City of New York, and in the manner
and subject to the limitations provided in the Indenture.
Upon due presentment for registration of transfer of this
Exchange Debenture at the office or agency of the Company in the Borough of
Manhattan, The City of New York, a new Exchange Debenture or Exchange Debentures
of authorized
<PAGE> 49
denominations for a like aggregate principal amount will be issued to the
transferee in exchange therefor, subject to the limitations provided in the
Indenture.
No service charge shall be made for any such transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax, assessment or other governmental charge payable in connection therewith.
Subject to the provisions of the Indenture, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Exchange Debenture is registered as the owner hereof for all
purposes, whether or not this Exchange Debenture is overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
9. DEFEASANCE.
As provided in the Indenture and subject to the satisfaction
of certain conditions set forth therein, at the Company's option, either (i) the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by, and the obligations under, the Securities of any series and to
have satisfied all the obligations (with certain exceptions) under the Indenture
relating to the Securities of such series or (ii) the Company shall cease to be
under any obligation to comply with any term, provision or condition of certain
restrictive covenants under the Indenture or of any provisions set forth, with
respect to the Securities of such series, in any additions or changes to or
deletions from the covenants and Events of Default under the Indenture in the
Board Resolutions or supplemental indenture with respect to the Securities of
such series.
10. AMENDMENT; SUPPLEMENT; WAIVER.
The Indenture permits, with certain exceptions as therein
provided, the Company and the Trustee to enter into supplemental indentures to
the Indenture for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of modifying in
any manner the rights of the Holders of the Securities of each series under the
Indenture with the consent of the Holders of not less than 66 2/3% in aggregate
principal amount of the Securities at the time Outstanding of each series to be
affected thereby on behalf of the Holders of all Securities of such series.
11. DEFAULTS AND REMEDIES.
<PAGE> 50
If an Event of Default with respect to the Exchange Debentures
shall have occurred and be continuing, the Principal Amount of the Exchange
Debentures and all accrued and unpaid interest thereon may be declared due and
payable in the manner and with the effect provided in the Indenture.
12. AUTHENTICATION.
Unless the certificate of authentication on any Exchange
Debentures has been manually executed by or on behalf of the Trustee under the
Indenture, such Exchange Debentures shall not be entitled to any benefits under
the Indenture or be valid or obligatory for any purpose.
13. EXCHANGE OFFER; REGISTRATION RIGHTS.
Reserved.
14. OBLIGATION TO PAY INTEREST ABSOLUTE.
No reference herein to the Indenture and no provision of this
Exchange Debenture or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the Principal Amount
and any premium of and any interest on the Exchange Debentures at the place,
rate and respective times and in the coin or currency prescribed herein and in
the Indenture.
15. HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT.
Each Holder of an Exchange Debenture, by acceptance thereof,
acknowledges and agrees to the provisions of the Registration Rights Agreement,
including, without limitation, the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided
therein.
16. GOVERNING LAW.
THIS EXCHANGE DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS.
17. ABBREVIATIONS.
Customary abbreviations may be used in the name of a Holder or
an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
<PAGE> 51
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts
to Minors Act).
The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to TRW Inc.,
1900 Richmond Road, Cleveland, Ohio 44124, Attention of Secretary.
<PAGE> 52
[FORM OF TRANSFER NOTICE]
FOR VALUE RECEIVED the undersigned registered holder hereby
sell(s), assign(s) and transfer(s) unto
_______________________________________________________________________________
Please print or typewrite name and address including zip code of assignee
________________________________________________________________________________
(Insert assignee's Soc. Sec. or Tax I.D. No.)
this Exchange Debenture and all rights thereunder, hereby irrevocably
constituting and appointing___________________ attorney to transfer said
Exchange Debenture on the books of the Company with full power of substitution
in the premises.
____________________________________
Signature
Date:_______________
<PAGE> 1
Exhibit 4(g)
- -------------------------------------------------------------------------------
TRW INC.
And
THE CHASE MANHATTAN BANK, as Trustee
-------------------
Sixth Supplemental Indenture
Dated as of June 23, 1999
Relating to the 6.45% Notes due 2001
-------------------
- -------------------------------------------------------------------------------
<PAGE> 2
SIXTH SUPPLEMENTAL INDENTURE (this "Sixth Supplemental
Indenture") dated as of June 23, 1999, among TRW Inc., an Ohio
corporation (the "Company"), and THE CHASE MANHATTAN BANK, a New York
banking corporation, as successor trustee (the "Trustee") to Mellon
Bank, N.A.
WHEREAS the Company has executed and delivered to the Trustee
an Indenture dated as of May 1, 1986 (the "Original Indenture"), as amended by
the First Supplemental Indenture dated as of August 24, 1989, the Second
Supplemental Indenture dated as of June 2, 1999, the Third Supplemental
Indenture dated as of June 2, 1999, the Fourth Supplemental Indenture dated as
June 2, 1999, the Fifth Supplemental Indenture dated as of June 2, 1999, and the
Sixth Supplemental Indenture dated as of June 23, 1999, between the Company and
the Trustee (collectively, the "Supplemental Indentures"; the Original
Indenture, as amended by the Supplemental Indentures is herein called the
"Indenture") providing for the issuance and sale by the Company from time to
time of its senior debt securities (the "Securities");
WHEREAS Section 11.01(f) of the Indenture permits the Company,
when authorized by a resolution of the Board of Directors of the Company, and
the Trustee, at any time and from time to time, to enter into one or more
indentures supplemental to the Indenture, in form satisfactory to the Trustee,
for the purpose of establishing any form of Security, as provided in Section
2.02 of the Indenture, providing for the issuance of any additional series of
Securities as provided in Section 3.01 of the Indenture and to set forth the
terms thereof;
WHEREAS the Company proposes in and by this Sixth Supplemental
Indenture to supplement and amend the Indenture in certain respects to establish
a series of Securities issued pursuant to the Indenture designated as the 6.45%
Notes due 2001 limited in aggregate principal amount to $425,000,000 (the
"Notes"). The Notes shall consist of the Initial Notes and the Exchange Notes
(both as defined herein), which together shall constitute one series of
Securities for purposes of the Indenture; and
WHEREAS the Company has requested that the Trustee execute and
deliver this Sixth Supplemental Indenture and have certified that all
requirements necessary to make this Sixth Supplemental Indenture a valid
instrument in accordance with its terms have been satisfied, and that the
execution and delivery of this Sixth Supplemental Indenture has been duly
authorized in all respects.
NOW THEREFORE, the Company and the Trustee hereby agree that
the following sections of this Sixth Supplemental Indenture supplement and amend
the Indenture with respect to that series of Securities which consists of the
Notes:
SECTION 1. DEFINITIONS. (a) Capitalized terms used herein
and not defined herein have the meanings ascribed to such terms
in the Indenture.
(b) Section 1.01 of Article One of the Indenture is hereby
supplemented, solely with respect to that series of Securities which consists of
Notes, to add the following definitions:
"Agent Members" has the meaning provided in Section 2.06.
<PAGE> 3
"Depository" means The Depository Trust Company, its nominees
and their respective successors.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Exchange Notes" means any Notes if and when issued pursuant
to this Indenture in connection with an Exchange Offer for a like principal
amount of the Initial Notes.
"Exchange Offer" has the meaning provided in the
Registration Rights Agreement.
"Foreign Holder" means a holder of a Note that is, for United
States Federal income tax purposes (a) a non-resident alien individual, (b) a
foreign corporation or (c) an estate or trust that is not a United States
Holder.
"Global Notes" has the meaning provided in Section 2.02.
"Initial Notes" means a series of Securities issued pursuant
to the Indenture and designated as the 6.45% Notes due 2001 limited in aggregate
principal amount to $425,000,000.
"Institutional Accredited Investor" means an institution that
is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act.
"Non-U.S. Person" means a Person who is not a "U.S. person"
(as defined in Regulation S).
"Notes Closing Date" means June 23, 1999.
"Notes" means the series of Securities issued pursuant to this
Indenture designated as the 6.45% Notes due 2001 and limited in aggregate
principal amount to $425,000,000.
"Physical Notes" has the meaning provided in Section 2.02.
"Private Placement Legend" means the legend initially set
forth on the Notes in the form set forth in Section 2.05(a).
"Purchase Agreement" means with respect to the Initial Notes,
the Purchase Agreement dated June 18, 1999, among the Company and the
representatives of the Initial Purchasers.
"QIB" means a "qualified institutional buyer" as defined in
Rule 144A.
"Registration Rights Agreement" means the Registration Rights
Agreement dated June 23, 1999, between the Company and Goldman Sachs & Co. as
the representative of the Initial Purchasers (as defined in the Registration
Rights Agreement).
2
<PAGE> 4
"Registration Statement" means the Registration Statement as
defined and described in the Registration Rights Agreement.
"Regulation S" means Regulation S under the Securities Act.
"Rule 144A" means rule 144A under the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended.
"Shelf Registration Statement" has the meaning provided in the
Registration Rights Agreement.
"Transfer Restricted Notes" means Notes that bear or are
required to bear the legend set forth in Section 2.05(a) hereto.
"United States Holder" means a holder of a Note that is, for
United States Federal income tax purposes,
(1) a citizen or resident of the United States;
(2) a corporation or other entity taxable as a
corporation created or organized under United States
law (Federal or state); or
(3) an estate or trust whose world-wide income is subject
to United States Federal income tax.
SECTION 2. CREATION OF SERIES OF SECURITIES. Pursuant to
Section 3.01 of the Indenture, there is hereby created a new series of
Securities designated as the "6.45% Notes due 2001" limited in aggregate
principal amount to $425,000,000. The Notes shall include the Initial Notes
and the Exchange Notes, which together shall constitute one series
of Securities for purposes of the Indenture.
SECTION 3. AMENDMENTS TO ARTICLE TWO. (a) The Initial Notes
are being offered and sold by the Company pursuant to the Purchase Agreement.
Section 2.02 of Article Two of the Indenture is hereby supplemented and amended,
solely with respect to that series of Securities which consists of Notes, by
adding thereto at the end thereof the following:
"The Notes shall be substantially in the form annexed hereto
as Exhibit A. The terms and provisions contained in the form of the Notes
annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a
part of this Indenture. To the extent applicable, the Company and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby.
Notes offered and sold in reliance on Rule 144A as provided in
the Purchase Agreement shall be issued initially in the form of one or more
permanent global Notes in definitive, fully registered form without interest
coupons with the global securities legend set forth in Section 2.05(b) and the
restricted securities legend set forth in Section 2.05(a), (each, a "GLOBAL
NOTE"), which shall be deposited on behalf of the purchasers of the Initial
Notes represented thereby with the Trustee, at its New York Office, as custodian
for the Depository (or such other custodian as the Depository may direct), duly
executed by the Company and authenticated by the Trustee as herein provided. The
aggregate principal amount of the Global Notes may from time to time be
3
<PAGE> 5
increased or decreased by adjustments made on the records of the Trustee and the
Depository or its nominee, as hereinafter provided.
Notes issued pursuant to Section 2.06 in exchange for
interests in the Global Notes shall be issued in the form of certificated Notes
in definitive, fully registered form without interest coupons with the
securities legend and the restricted securities legend set forth in Section
2.05(a) hereto (the "PHYSICAL NOTES").
(b) Article Two of the Indenture is hereby supplemented and
amended, solely with respect to that series of Securities which consists of
Notes, by adding thereto at the end thereof the following new Section 2.05:
"Section 2.05. RESTRICTIVE LEGENDS. (a)(i) Except as
permitted by the following paragraphs (ii), (iii) and (iv), each Note
certificate (and all Notes issued in exchange therefor or in substitution
thereof) shall bear a legend in substantially the following form:
"THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION
COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) AND
(4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH
CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES
OF THE UNITED STATES."
(ii) Upon any sale or transfer of a Transfer Restricted Note
(including any Transfer Restricted Note represented by a Global Note)
pursuant to Rule 144 under the Securities Act, the Registrar shall
permit the Holder thereof to exchange such Transfer Restricted Note for
a Note that does not bear the legend set forth above and rescind any
restriction on the transfer of such Transfer Restricted Note, if the
Holder certifies in writing to the Registrar that its request for such
exchange was made in reliance on Rule 144; PROVIDED, HOWEVER, that (1)
if such exchange occurs prior to an Exchange Offer the Registrar shall
issue an Initial Note that does not bear the legend set forth above and
(2) if such exchange occurs after an Exchange Offer, the Registrar
shall issue an Exchange Note.
(iii) After a transfer of any Initial Notes during the period
of the effectiveness of a Shelf Registration Statement with respect to
such Initial Notes all requirements pertaining to legends on such
Initial Note will cease to apply, and an Initial Note without legends
will be available to the transferee of the
4
<PAGE> 6
Holder of such Initial Notes upon exchange of such transferring
Holder's Initial Notes in the form of a Physical Notes or directions to
transfer such Holder's interest in the Global Note, as applicable.
(iv) Upon the consummation of an Exchange Offer with respect
to the Initial Notes pursuant to which Holders of such Initial Notes
are offered Exchange Notes in exchange for their Initial Notes, Initial
Notes with the restricted securities legend set forth in Section
2.05(a) will be available to Holders of such Initial Notes that do not
exchange their Initial Notes, and Exchange Notes in certificated or
global form without the restricted securities legend will be available
to Holders that exchange such Initial Notes in such Exchange Offer.
(v) Upon the consummation of an Exchange Offer, holders who
are not entitled to participate in the Exchange Offer shall be entitled
to exchange their Initial Notes for Exchange Notes in the form of
Physical Notes, PROVIDED that such Physical Notes shall bear the legend
set forth in paragraph (a)(i) of this Section and shall constitute
Transfer Restricted Notes.
(b) Each Global Note, Initial Note and Exchange Note (other
than Physical Notes), shall also bear the following legend on the face thereof:
"UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN SECTION 2.07 OF THE INDENTURE."
(c) OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF
NOTES.
(i) To permit registrations of transfers and exchanges, the
Company shall execute and the Trustee shall authenticate Physical Notes
and Global Notes at the Registrar's request.
5
<PAGE> 7
(ii) No service charge shall be made for any registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any transfer tax or other governmental charge that
may be imposed in connection with any registration of transfer or
exchange of Notes other than exchanges pursuant to Sections 3.04, 4.07
or 11.04 not involving any transfer.
(iii) The Company shall not be required to (A) to issue,
register, register the transfer of or exchange any Note during a period
of 15 days preceding the selection of Notes for redemption, or (B)
register the transfer of or exchange of any Physical Note selected for
redemption in whole or in part pursuant to Article 3 of this Indenture,
except in the case of any Physical Note to be redeemed in part, the
portion thereof not to be redeemed.
(iv) Prior to the due presentation for registration of
transfer of any Note, the Company, the Trustee, the Paying Agent, the
Registrar may deem and treat the person in whose name a Note is
registered as the absolute owner of such Note for the purpose of
receiving payment of principal of and interest on such Note and for all
other purposes whatsoever, whether or not such Note is overdue, and
none of the Company, the Trustee, the Paying Agent or the Registrar
shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to
the terms of this Indenture shall evidence the same debt and shall be
entitled to the same benefits under this Indenture as the Notes
surrendered upon such transfer or exchange.
(d) NO OBLIGATION OF THE TRUSTEE.
(i) The Trustee shall have no responsibility or obligation to
any beneficial owner of a Global Note, a member of, or a participant in
the Depository or other Person with respect to the accuracy of the
records of the Depository or its nominee or of any participant or
member thereof, with respect to any ownership interest in the Notes or
with respect to the delivery to any participant, member, beneficial
owner or other Person (other than the Depository) of any notice
(including any notice of redemption) or the payment of any amount,
under or with respect to such Notes. All notices and communications to
be given to the Holders and all payments to be made to Holders under
the Notes shall be given or made only to or upon the order of the
registered Holders (which shall be the Depository or its nominee in the
case of a Global Note). The rights of beneficial owners in any Global
Note shall be exercised only through the Depository subject to the
applicable rules and procedures of the Depository. The Trustee may rely
and shall be fully protected in relying upon information furnished by
the Depository with respect to its members, participants and any
beneficial owners.
(ii) The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to
any transfer of any interest in any Note (including any
transfers between or among Depository participants, members or
beneficial owners in any Global Note) other than to require delivery
of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required
by, the terms of this Indenture,
6
<PAGE> 8
and to examine the same to determine substantial compliance
as to form with the express requirements hereof."
(c) Article Two of the Indenture is hereby supplemented and
amended, solely with respect to that series of Securities which consists of
Notes, by adding thereto at the end thereof the following new Section 2.06:
"Section 2.06. BOOK-ENTRY PROVISIONS FOR GLOBAL NOTES. (a)
This Section 2.06(a) shall apply only to a Global Note deposited with or on
behalf of the Depository. The Company shall execute and the Trustee shall, in
accordance with this Section 2.06, authenticate and deliver initially one or
more Global Notes that (i) shall be registered in the name of the Depository for
such Global Note or Global Notes or the nominee of such Depository, (ii) shall
be delivered by the Trustee to such Depository or pursuant to such Depository's
instructions or held by the Trustee as custodian for the Depository and (iii)
bear legends as set forth in Section 2.05(b).
Members of, or participants in, the Depository (the "AGENT
MEMBERS") shall have no rights under this Indenture with respect to any Global
Note held on their behalf by the Depository, or the Trustee as its custodian, or
under the Global Note and the Depository may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner of
such Global Note for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by the Depository or impair, as between the
Depository and its Agent Members, the operation of customary practices governing
the exercise of the rights of a Holder of any Note.
(b) Transfers of a Global Note shall be limited to transfers
of such Global Note in whole, but not in part, to the Depository, its successor
or their respective nominees. Interests of beneficial owners in a Global Note
may be transferred in accordance with the rules and procedures of the Depository
and the provisions of Section 2.07. In addition, Physical Notes shall be
transferred to all beneficial owners in exchange for their beneficial interests
in the Global Notes if (i) the Depository notifies the Company in writing that
it (or its nominee) is unwilling or unable to continue to act as Depository for
the Global Notes under the Exchange Act and a successor depository registered as
a clearing agency under the Exchange Act is not appointed by the Company within
90 days of such notice or (ii) at any time if the Company determines that the
Global Notes (in whole but not in part) should be exchanged for Physical Notes.
In addition to the foregoing, during the continuance of an Event of
Default holders of book-entry interests will be entitled to request and
receive Physical Notes. Such Physical Notes will be issued to and
registered in the name of, or as directed by, that person only upon the
request in writing made through a Depository participant.
(c) In connection with any transfer of a portion of the
beneficial interests in a Global Note to beneficial owners pursuant to paragraph
(b) of this Section, the Registrar shall reflect on its books and records the
date and a decrease in the principal amount of the Global Notes in an amount
equal to the principal amount of the beneficial interest in such Global Notes to
be transferred, and the Company shall execute, and the Trustee shall
authenticate and deliver, one or more Physical Notes of like tenor and amount.
7
<PAGE> 9
(d) In connection with the transfer of the entire Global Note
to beneficial owners pursuant to clauses (i) or (ii) of paragraph (b) of this
Section, the Global Note shall be deemed to be surrendered to the Trustee for
cancelation, and the Company shall execute, and the Trustee shall authenticate
and deliver, to each beneficial owner identified by the Depository in exchange
for its beneficial interest in the Global Note an equal aggregate principal
amount of Physical Notes of authorized denominations.
(e) Any Physical Note delivered in exchange for an interest in
the Global Note pursuant to paragraph (b) or (d) of this Section shall, except
as otherwise provided by paragraph (a) of Section 2.05, bear the legend
regarding transfer restrictions applicable to the Physical Note set forth in
Section 2.05.
(f) The registered holder of a Global Note may grant proxies
and otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Notes.
(g) Beneficial owners of interests in a Global Note may
receive Physical Notes (which shall bear the Private Placement Legend if
required by Section 2.05) in accordance with the procedures of the Depository.
In connection with the execution, authentication and delivery of such Physical
Notes, the Registrar shall reflect on its books and records a decrease in the
principal amount of the Global Note equal to the principal amount of such
Physical Notes and the Company shall execute and the Trustee shall authenticate
and deliver one or more Physical Notes having an equal aggregate principal
amount.
(i) CANCELLATION OR ADJUSTMENT OF GLOBAL NOTE. At such time as
all beneficial interests in a Global Note have either been exchanged for
Physical Notes, redeemed, repurchased or canceled, such Global Note shall be
returned to the Depository for cancellation or retained and canceled by
the Trustee. At any time prior to such cancellation, if any beneficial
interest in a Global Note is exchanged for Physical Notes, redeemed,
repurchased or canceled, the principal amount of Notes represented by such
Global Note shall be reduced and an adjustment shall be made on the books and
records of the Trustee with respect to such Global Note, by the Trustee to
reflect such reduction."
(d) Article Two of the Indenture is hereby supplemented and
amended, solely with respect to that series of Securities which consists of
Notes, by adding thereto at the end thereof the following new Section 2.07:
"Section 2.07. TRANSFER AND EXCHANGE. (a) TRANSFER AND
EXCHANGE OF GLOBAL NOTES. (i) The transfer and exchange of Global Notes or
beneficial interests therein shall be effected through the Depository, in
accordance with this Indenture (including applicable restrictions on transfer
set forth herein, if any) and the procedures of the Depository therefor. A
transferor of a beneficial interest in a Global Note shall deliver to the
Registrar a written order given in accordance with the Depository's procedures
containing information regarding the participant account of the Depository to
credited with a beneficial interest in the Global Note. The Registrar shall, in
accordance with such instructions, instruct the Depository to credit to the
account of the Person specified in such instructions a beneficial interest in
the Global Note and to debit the account of the Person making the transfer the
beneficial interest in the Global Note being transferred.
8
<PAGE> 10
(ii) Notwithstanding any other provisions of this Supplemental
Indenture (other than the provisions set forth in Section 2.06(b)), a
Global Note may not be transferred as a whole except by the Depository
to a nominee of the Depository or by a nominee of the Depository to the
Depository or another nominee of the Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such
successor Depository.
(iii) In the event that a Global Note is exchanged for
Physical Notes pursuant to Section 2.06(b), prior to the consummation
of an Exchange Offer or the effectiveness of a Shelf Registration
Statement with respect to such Notes, such Notes may be exchanged only
in accordance with such procedures as are substantially consistent with
the provisions of this Section 2.07 (including the certification
requirements set forth on the reverse of the Initial Notes intended to
ensure that such transfers comply with Rule 144A, Regulation D or
Regulation S, as the case may be) and such other procedures as may from
time to time be adopted by the Company.
(b) GENERAL. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such a Note acknowledges the restrictions on
transfer of such Note set forth in this Indenture and in the Private Placement
Legend and agrees that it will transfer such Note only as provided in this
Indenture. The Registrar shall not register a transfer of any Note
unless such transfer complies with the restrictions on transfer of such Note
set forth in this Indenture. In connection with any transfer of Notes, each
Holder agrees by its acceptance of the Notes to furnish the Registrar or
the Company such certifications, legal opinions or other information as
either of them may reasonably require to confirm that such transfer is being
made pursuant to an exemption from, or a transaction not subject to,
the registration requirements of the Securities Act; provided that the
Registrar shall not be required to determine (but may conclusively rely on a
determination made by the Company with respect to) the sufficiency of any
such certifications, legal opinions or other information.
The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 3.05 or this Section
2.07 in accordance with its customary procedures. The Company shall have the
right to inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Registrar."
SECTION 4. AMENDMENT TO ARTICLE THREE. The third paragraph of
Section 3.05 of Article Three of the Indenture is hereby supplemented and
amended, solely with respect to that series of Securities which consists of
Notes, to read in its entirety as follows:
"Subject to Sections 2.06 and 2.07, at the option of the
Holder, Securities of any series may be exchanged for other
Securities of such series of any authorized denominations, of a
like aggregate principal amount and Stated Maturity and of like
tenor and terms (including an exchange of Initial Notes for
Exchange Notes), upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are
so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the
Securityholder making the exchange is entitled to receive;
provided, that no exchanges of Initial Notes for Exchange Notes
shall occur until
9
<PAGE> 11
a Registration Statement shall have been declared
effective by the Commission (confirmed in an Officers'
Certificate delivered to the Trustee) and that any Initial
Notes that are exchanged for Exchange Note shall be
canceled by the Trustee."
SECTION 5. THIS SIXTH SUPPLEMENTAL INDENTURE. This Sixth
Supplemental Indenture and the Exhibits hereto shall be construed as
supplemental to the Indenture and shall form a part of it, and the Indenture is
hereby incorporated by reference herein and each is hereby ratified, approved
and confirmed.
SECTION 6. GOVERNING LAW. THIS SIXTH SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
SECTION 7. COUNTERPARTS. This Sixth Supplemental Indenture
may be executed in any number of counterparts, each of which shall be an
original; but such counterparts shall together constitute but one and the
same instrument.
SECTION 8. HEADINGS. The headings of this Sixth Supplemental
Indenture are for reference only and shall not limit or otherwise affect the
meaning hereof.
SECTION 9. TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals
herein contained are made by the Company, and not by the Trustee, and the
Trustee assumes no responsibility for the correctness thereof. The Trustee shall
not be responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Sixth Supplemental Indenture.
SECTION 10. SEVERABILITY. In case any one or more of the
provisions contained in this Sixth Supplemental Indenture or in the Securities
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provisions of the Sixth Supplemental Indenture or of the Securities, but
this Sixth Supplemental Indenture and the Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.
10
<PAGE> 12
IN WITNESS WHEREOF, the parties hereto have caused this Sixth
Supplemental Indenture to be duly executed by their respective authorized
officers as of the date first written above.
TRW Inc.,
by
/s/ Ronald P. Vargo
-------------------------------------
Name: Ronald P. Vargo
Title: Vice President and Treasurer
THE CHASE MANHATTAN BANK, as Trustee,
by
/s/ R.J. Halleran
-------------------------------------
Name: R.J. Halleran
Title: Second Vice President
11
<PAGE> 13
Exhibit A
---------
[FORM OF FACE OF INITIAL NOTE]
[INSERT APPROPRIATE LEGEND]
TRW INC.
6.45% Notes due 2001
[CUSIP]
No. $[ ]
TRW INC., an Ohio corporation (the "Company", which term
includes any successor under the Indenture hereinafter referred to), for value
received, promises to pay to [ ], or its registered assigns, the principal
sum of [ ] Dollars ($[ ]) on June 15, 2001.
Interest Payment Dates: June 15 and December 15 of each year,
commencing December 15, 1999.
Regular Record Dates: June 1 and December 1.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Capitalized terms used herein and not defined herein have the
meanings ascribed thereto in the Indenture dated as of May 1, 1986 (the
"Original Indenture"), as supplemented and amended by the First Supplemental
Indenture, dated as of August 24, 1989, the Second Supplemental Indenture dated
as of June 2, 1999, the Third Supplemental Indenture dated as of June 2, 1999,
the Fourth Supplemental Indenture dated as of June 2, 1999, the Fifth
Supplemental Indenture dated as of June 2, 1999, and the Sixth Supplemental
Indenture dated as of June 23, 1999 (collectively, the "Supplemental
Indentures"; the Original Indenture, as amended by the Supplemental Indentures
is hereinafter referred to as the "Indenture"). This Note is one of the series
of Securities of the Company issued pursuant to the Indenture and is designated
as the 6.45% Notes due 2001 (hereinafter referred to as the "Notes"), limited in
aggregate principal amount to $425,000,000.
<PAGE> 14
IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers under its corporate
seal.
Date: TRW INC.
By: _________________________
[SEAL]
Attest:
______________________________________
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By: _________________________
<PAGE> 15
[FORM OF REVERSE SIDE OF INITIAL NOTE]
TRW INC.
6.45% Notes due 2001
1. Principal and Interest.
-----------------------
TRW Inc., a corporation duly organized and existing under the
laws of the State of Ohio (herein called the "Company", which term includes any
successor Person under the Indenture herein after referred to), for
value received, hereby promises to pay __________, or its registered assigns,
the principal sum of $ Dollars [($ )] (the "Principal Amount"), on
June 15, 2001, and to pay interest on the Principal Amount at the rate of 6.45%
per annum (the "Specified Rate"); provided, however, that if a Registration
Default (as defined in the Registration Rights Agreement) occurs, additional
interest will accrue on this Note at a rate of .25% per annum (the "Additional
Interest") from and including the date on which such Registration Default shall
occur to but excluding the date on which all Registration Defaults have been
cured. The Company will pay interest semiannually in arrears on December 15 and
June 15 of each year (each an "Interest Payment Date") commencing on December
15, 1999. Interest on the Notes shall accrue from June 23, 1999, or the most
recent date to which interest has been paid. Interest shall be computed on the
basis of a 360-day year of twelve 30-day months. The interest payment at the
Stated Maturity of the Principal Amount will include interest accrued to but
excluding the date of such Stated Maturity and will be payable to the person to
whom principal is payable.
If the Principal Amount of, and any accrued interest on, the
Notes is declared due and payable as provided in Section 8, the Company shall
pay interest on the overdue Principal Amount at a rate per annum equal to the
Specified Rate, and it shall pay interest on overdue installments of interest at
the same rate (to the extent that payment of such interest shall be legally
enforceable). Such interest shall accrue from the date such overdue amount was
due to the date payment of such amount, including interest thereon, has been
made or duly provided for.
Any amounts of Additional Interest due hereunder will be
payable in cash, on the same original payment dates as other interest due on
this Note. The amount of Additional Interest due on this Note will be determined
by multiplying the applicable Additional Interest rate by the outstanding
principal amount of this Note, multiplied by a fraction, the numerator of which
is the number of days such Additional Interest rate was applicable during such
period (determined on the basis of a 360-day year comprised of twelve 30-day
months), and the denominator of which is 360.
If the Company defaults in a payment of interest on the Notes,
it shall pay the defaulted interest, plus (to the extent that the payment of
such interest shall be legally enforceable), any interest payable on the
defaulted interest, to the persons who are Holders on a subsequent Special
Record Date. Such date shall be at least ten (10), and no more than fifteen (15)
days before the payment date. The Company shall fix or cause to be fixed the
Special Record Date and the payment date. At least ten (10) calendar days before
the special record date, the Company shall mail or cause to be mailed to each
<PAGE> 16
Holder a notice that states the Special Record Date, the payment date and the
amount of defaulted interest to be paid.
The Company shall pay interest on the Notes (except defaulted
interest) to the Persons in whose names the Notes are registered at the close of
business on the June 1 or December 1 next preceding the Interest Payment Date
(the "Regular Record Date") on the register kept by or on behalf of the Company
for that purpose, even if Notes are canceled after such record date and on or
before the Interest Payment Date. Holders must surrender Notes to the Trustee
(or as otherwise specified in the notice given by the Company in the manner
provided in the Indenture) to collect principal payments.
2. Paying Agent and Registrar.
---------------------------
Initially, the Trustee will be the Paying Agent and the
Registrar with respect to this Note. The Company reserves the right at any time
to vary or terminate the appointment of any Paying Agent or Registrar, to
appoint additional or other Paying Agents and other Registrars and to approve
any change in the office through which any Paying Agent or Registrar acts;
PROVIDED that there will at all times be a Paying Agent in The City of New York.
3. Indenture; Limitations.
-----------------------
This Note is one of the duly authorized issue of senior Notes,
notes, bonds or other evidences of indebtedness of the Company, of the series
herein specified, all issued or to be issued under and pursuant to the
Indenture, to which reference is hereby made for a statement of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee and any agent of the Trustee, any Paying Agent, the Company and the
Holders of the Securities and the terms upon which the Securities are issued and
are to be authenticated and delivered.
The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may
have different conversion prices or exchange provisions (if any), may be subject
to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any), may be subject to different
covenants and Events of Default and may otherwise vary as provided or
permitted in the Indenture. This Note is one of the series of Securities of
the Company issued pursuant to the Indenture and is designated as the 6.45%
Notes due 2001, limited in aggregate principal amount to $425,000,000. The
terms of the Notes include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended, and the Securities Act of 1933, as amended. The Notes are subject to
all such terms and Holders are referred to the Indenture and the Trust
Indenture Act of 1939, as amended, for a statement of those terms. Capitalized
terms used but not defined in the Notes have the meanings ascribed to them in
the Indenture.
4. Redemption.
-----------
The Notes may not be redeemed.
<PAGE> 17
5. Denominations; Transfer; Exchange.
----------------------------------
The Notes are issuable in registered form without coupons, in
denominations of $1,000 and integral multiples thereof. Notes may be exchanged
for a like aggregate principal amount of Notes of other authorized denominations
at the office or agency of the Company in the Borough of Manhattan, The City of
New York, and in the manner and subject to the limitations provided in the
Indenture.
Upon due presentment for registration of transfer of this Note
at the office or agency of the Company in the Borough of Manhattan, The City of
New York, a new Note or Notes of authorized denominations for a like aggregate
principal amount will be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture.
No service charge shall be made for any such transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax, assessment or other governmental charge payable in connection therewith.
Subject to the provisions of the Indenture, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Note is registered as the owner hereof for all purposes, whether
or not this Note is overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.
6. Defeasance.
-----------
As provided in the Indenture and subject to the satisfaction
of certain conditions set forth therein, at the Company's option, either (i) the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by, and the obligations under, the Securities of any series and to
have satisfied all the obligations (with certain exceptions) under the
Indenture relating to the Securities of such series or (ii) the Company shall
cease to be under any obligation to comply with any term, provision or
condition of certain restrictive covenants under the Indenture or of any
provisions set forth, with respect to the Securities of such series, in any
additions or changes to or deletions from the covenants and Events of
Default under the Indenture in the Board Resolutions or supplemental
indenture with respect to the Securities of such series.
7. Amendment; Supplement; Waiver.
------------------------------
The Indenture permits, with certain exceptions as therein
provided, the Company and the Trustee to enter into supplemental indentures to
the Indenture for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of modifying in
any manner the rights of the Holders of the Securities of each series under the
Indenture with the consent of the Holders of not less than 662/3% in aggregate
principal amount of the Securities at the time Outstanding of each series to be
affected thereby on behalf of the Holders of all Securities of such series.
<PAGE> 18
8. Defaults and Remedies.
----------------------
If an Event of Default with respect to the Notes shall
have occurred and be continuing, the Principal Amount of the Notes and all
accrued and unpaid interest thereon may be declared due and payable in the
manner and with the effect provided in the Indenture.
9. Authentication.
---------------
Unless the certificate of authentication on any Notes has been
manually executed by or on behalf of the Trustee under the Indenture, such
Notes shall not be entitled to any benefits under the Indenture or be valid or
obligatory for any purpose.
10. Exchange Offer; Registration Rights.
------------------------------------
[To be included in Notes other than (x) Exchange Notes and
(y) Notes sold pursuant to a Shelf Registration Statement.]
Pursuant to a Registration Rights Agreement among the Company
and the Initial Purchasers (as defined in the Purchase Agreement), the Company
has agreed that it will file with the Securities and Exchange Commission (the
"Commission") and use its reasonable best efforts to cause to become effective a
registration statement (the "Registration Statement") with respect to an issue
of Notes identical in all material respects to the Notes (the "Exchange Notes")
and, upon becoming effective, to offer the Holders of the Notes the opportunity
to exchange their Notes for the Exchange Notes (the "Exchange Offer").
In the event that due to a change in current interpretations by the
Commission, the Company is not permitted to effect such Exchange Offer, the
Company will instead file a registration statement covering resales by the
holders of Notes (a "Shelf Registration Statement") and will use its
reasonable best efforts to cause such Shelf Registration Statement to become
effective and to keep such Shelf Registration Statement effective for two years
from the Notes Closing Date; provided that TRW will under certain
circumstances be entitled to suspend the availability of the Shelf Registration
Statement. The Company shall, in the event a Shelf Registration Statement is
filed, provide to each Holder of the Notes a copy of the prospectus and
notify each such Holder when the Shelf Registration Statement has become
effective. A Holder that sells Notes pursuant to a Shelf Registration
Statement generally will be required to be named as a selling security
holder in the related prospectus and to deliver a current prospectus to
purchasers, and will be subject to certain of the civil liability provisions
under the Securities Act of 1933, as amended in connection with such sales.
The Exchange Notes will be issued (i) under the Indenture or (ii) under an
indenture substantially similar to the Indenture, which, in either event,
will provide that the Exchange Notes will not be subject to the
transfer restrictions described in the Indenture.
If the Company effects the Exchange Offer, the Company will be
entitled to close the Exchange Offer provided that the Company has accepted all
Notes theretofore validly tendered in accordance with the terms of the Exchange
Offer. Any Additional Interest on the Initial Notes accrued but not paid prior
to the Exchange Offer shall be payable on the Exchange Notes. Notes not tendered
in the Exchange Offer shall bear interest at the same rates in effect at the
time of issuance of the Notes.
<PAGE> 19
11. Obligation To Pay Interest Absolute.
------------------------------------
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the Principal Amount and any premium
of and any interest on the Notes at the place, rate and respective times and in
the coin or currency prescribed herein and in the Indenture.
12. Holders' Compliance with Registration Rights Agreement.
-------------------------------------------------------
Each Holder of a Note, by acceptance thereof, acknowledges and
agrees to the provisions of the Registration Rights Agreement, including,
without limitation, the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided
therein.
13. Governing Law.
--------------
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICT OF LAWS.
14. Abbreviations.
--------------
Customary abbreviations may be used in the name of a Holder or
an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors
Act).
The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to TRW Inc.,
1900 Richmond Road, Cleveland, Ohio 44124, Attention of Secretary.
<PAGE> 20
[FORM OF TRANSFER NOTICE]
------------------------------------------------------------
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
-----------------------------------------------------
(Print or type assignee's name, address and zip code)
-----------------------------------------------------
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer this Note on the books of
the Company. The agent may substitute another to act for him.
- ------------------------------------------------------------
Date: ________________ Your Signature: _____________________
- ------------------------------------------------------------
Sign exactly as your name appears on the other side of this Note.
In connection with any transfer of any of the Notes evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act after the later of the date of original issuance
of such Notes and the last date, if any, on which such Notes were owned by the
Company or any Affiliate of the Company, the undersigned confirms that without
utilizing any general solicitation or general advertising such Notes are being
transferred in accordance with its terms:
CHECK ONE BOX BELOW
(1) [ ] pursuant to an effective registration statement under
the Securities Act of 1933; or
(2) [ ] to a "qualified institutional buyer" (as defined in
Rule 144A under the Securities Act of 1933) that
purchases for its own account or for the account of a
qualified institutional buyer to whom notice is
given that such transfer is being made in reliance
on Rule 144A, in each case pursuant to and in
compliance with Rule 144A under the Securities Act
of 1933; or
(3) [ ] outside the United States in an offshore
transaction within the meaning of Regulation S under
the Securities Act in compliance with Rule 904 under
the Securities Act of 1933;
<PAGE> 21
(4) [ ] inside the United States to an institutional
"accredited investor" (as defined in Rule 501(a)(i),
(2), (3) or (7) of Regulation D under the Securities
Act) that purchases for its own account or for one or
more accounts (each of which is an institutional
"accredited investor") as to each of which it
exercises sole investment discretion; or
(5) [ ] pursuant to another available exemption from
registration provided by Rule 144 under the
Securities Act of 1933.
Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate in the name of any person other than the
registered holder thereof; PROVIDED, HOWEVER, that if box (3), (4) or (5) is
checked, the Trustee may require, prior to registering any such transfer of the
Notes, such legal opinions, certifications and other information as the Company
has reasonably requested to confirm that such transfer is being made pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933.
--------------------------
Signature
--------------------------
Signature
- ------------------------------------------------------------
TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing this Note for
its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act of 1933, as amended,
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is
<PAGE> 22
aware that the transferor is relying upon the undersigned's foregoing
representations in order to claim the exemption from registration provided by
Rule 144A.
Dated: ________________ ______________________________
NOTICE: To be executed by
an executive officer
TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED
The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and/or any such account falls within the
definition of the term non-U.S. person set forth in Regulation S of the
Securities Act of 1933, as amended, and is aware that the sale to it is being
made in reliance on Regulation S. The undersigned further represents and
warrants that the transfer of this Note was made in an offshore transaction
within the meaning of Regulation S.
Dated: ________________ ______________________________
NOTICE: To be executed by
an executive officer
TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED
The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is an institutional
"accredited investor" within the meaning of Rule 501(a)(i), (2), (3) or (7) of
Regulation D under the Securities Act of 1933, as amended, and is aware that the
sale to it is being made in reliance on the safe harbor provision set forth in
Regulation D and acknowledges that it has such knowledge and experience in
financial and business matters a to be capable of evaluating the merits and
risks of its investment in the Notes and any accounts for which it is acting
are each able to bear the economic risk of its or their investment and
that it is aware that the transfer or is relying upon the undersigned's
foregoing representations.
Dated: ________________ ______________________________
NOTICE: To be executed by
an executive officer
<PAGE> 23
[FORM OF FACE OF EXCHANGE NOTE]
[INSERT APPROPRIATE LEGEND]
TRW INC.
6.45% Notes due 2001
[CUSIP]
No. $[ ]
TRW INC., an Ohio corporation (the "Company", which term
includes any successor under the Indenture hereinafter referred to),
for value received, promises to pay to [ ], or its registered assigns, the
principal sum of [ ] Dollars ($[ ]) on June 15, 2001.
Interest Payment Dates: June 15 and December 15 of each year,
commencing December 15, 1999.
Regular Record Dates: June 1 and December 1.
Reference is hereby made to the further provisions of this
Exchange Note set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
Capitalized terms used herein and not defined herein have the
meanings ascribed thereto in the Indenture dated as of May 1, 1986 (the
"Original Indenture"), as supplemented and amended by the First Supplemental
Indenture, dated as of August 24, 1989, the Second Supplemental Indenture dated
as of June as of 2, 1999, the Third Supplemental Indenture dated as of June 2,
1999, the Fourth Supplemental Indenture dated as of June 2, 1999, the Fifth
Supplemental Indenture dated as of June 2, 1999, and the Sixth Supplemental
Indenture dated as of June 23, 1999 (collectively, the "Supplemental
Indentures"; the Original Indenture, as amended by the Supplemental Indentures
is hereinafter referred to as the "Indenture"). This Exchange Note is one of the
series of Securities of the Company issued pursuant to the Indenture and is
designated as the 6.45% Exchange Notes due 2001 (hereinafter referred to as the
"Exchange Notes"), limited in aggregate principal amount to $425,000,000.
<PAGE> 24
IN WITNESS WHEREOF, the Company has caused this Exchange Note
to be signed manually or by facsimile by its duly authorized officers under its
corporate seal.
Date: TRW INC.
By: _________________________
[SEAL]
Attest:
_________________________
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:________________________
<PAGE> 25
[FORM OF REVERSE SIDE OF EXCHANGE NOTE]
TRW INC.
6.45% Notes due 2001
1. Principal and Interest.
-----------------------
TRW Inc., a corporation duly organized and existing under the
laws of the State of Ohio (herein called the "Company", which term includes any
successor Person under the Indenture herein after referred to), for value
received, hereby promises to pay _____________, or its registered assigns, the
principal sum of $ Dollars [($ )] (the "Principal Amount"), on June
15, 2001, and to pay interest on the Principal Amount at the rate of 6.45% per
annum (the "Specified Rate"); [provided, however, that if a Registration
Default (as defined in the Registration Rights Agreement) has occurred,
additional interest will be payable on this Note at a rate of .25% per annum
(the "Additional Interest") from and including the date on which such
Registration Default occurred to but excluding the date on which all
Registration Defaults were cured if such Additional Interest was not paid prior
to the date on which the Initial Note was exchanged for this Exchange Note.1]
The Company will pay interest semiannually in arrears on December 15 and June
15 of each year (each an "Interest Payment Date") commencing on December 1,
1999. Interest on the Exchange Notes shall accrue from June 23, 1999, or the
most recent date to which interest has been paid. Interest shall be computed on
the basis of a 360-day year of twelve 30-day months. The interest payment at
the Stated Maturity of the Principal Amount will include interest accrued to
but excluding the date of such Stated Maturity and will be payable to the
person to whom principal is payable.
If the Principal Amount of, and any accrued interest on, the
Exchange Notes is declared due and payable as provided in Section 8, the Company
shall pay interest on the overdue Principal Amount at a rate per annum equal to
the Specified Rate, and it shall pay interest on overdue installments of
interest at the same rate (to the extent that payment of such interest shall be
legally enforceable). Such interest shall accrue from the date such overdue
amount was due to the date payment of such amount, including interest thereon,
has been made or duly provided for.
If the Company defaults in a payment of interest on the
Exchange Notes, it shall pay the defaulted interest, plus (to the extent that
the payment of such interest shall be legally enforceable), any interest payable
on the defaulted interest, to the persons who are Holders on a subsequent
Special Record Date. Such date shall be at least ten (10), and no more than
fifteen (15) days before the payment date. The Company shall fix or cause to be
fixed the Special Record Date and the payment date. At least ten (10) calendar
days before the special record date, the Company shall mail or cause to be
- --------
1 Insert if at the time of issuance of the Exchange Note Additional Interest
has accrued on the Initial Note but has not been paid prior to the date the
Initial Note was exchanged for the Exchange Note.
<PAGE> 26
mailed to each Holder a notice that states the Special Record Date, the payment
date and the amount of defaulted interest to be paid.
The Company shall pay interest on the Exchange Notes (except
defaulted interest) to the Persons in whose names the Exchange Notes are
registered at the close of business on the May 15 or November 15 next preceding
the Interest Payment Date (the "Regular Record Date") on the register kept by or
on behalf of the Company for that purpose, even if Exchange Notes are canceled
after such record date and on or before the Interest Payment Date. Holders must
surrender Exchange Notes to the Trustee (or as otherwise specified in the notice
given by the Company in the manner provided in the Indenture) to collect
principal payments.
2. Paying Agent and Registrar.
---------------------------
Initially, the Trustee will be the Paying Agent and the
Registrar with respect to this Exchange Note. The Company reserves the right at
any time to vary or terminate the appointment of any Paying Agent or Registrar,
to appoint additional or other Paying Agents and other Registrars and to approve
any change in the office through which any Paying Agent or Registrar acts;
PROVIDED that there will at all times be a Paying Agent in The City of New York.
3. Indenture; Limitations.
-----------------------
This Exchange Note is one of the duly authorized issue of
senior Notes, notes, bonds or other evidences of indebtedness of the Company, of
the series herein specified, all issued or to be issued under and pursuant to
the Indenture, to which reference is hereby made for a statement of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee and any agent of the Trustee, any Paying Agent, the Company and the
Holders of the Securities and the terms upon which the Securities are issued and
are to be authenticated and delivered.
The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may
have different conversion prices or exchange provisions (if any), may be
subject to different redemption provisions (if any), may be subject to
different sinking, purchase or analogous funds (if any), may be subject to
different covenants and Events of Default and may otherwise vary as provided
or permitted in the Indenture. This Exchange Note is one of the series of
Securities of the Company issued pursuant to the Indenture and is
designated as the 6.45% Notes due 2001, limited in aggregate principal amount
to $425,000,000. The terms of the Exchange Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended, and the Securities Act of 1933, as
amended. The Exchange Notes are subject to all such terms and Holders
are referred to the Indenture and the Trust Indenture Act of 1939, as amended,
for a statement of those terms. Capitalized terms used but not defined in the
Exchange Notes have the meanings ascribed to them in the Indenture.
4. Redemption
----------
The Notes may not be redeemed.
<PAGE> 27
5. Denominations; Transfer; Exchange.
----------------------------------
The Exchange Notes are issuable in registered form without
coupons, in denominations of $1,000 and integral multiples thereof. Exchange
Notes may be exchanged for a like aggregate principal amount of Exchange Notes
of other authorized denominations at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and in the manner and subject to the
limitations provided in the Indenture.
Upon due presentment for registration of transfer of this
Exchange Note at the office or agency of the Company in the Borough of
Manhattan, The City of New York, a new Exchange Note or Exchange Notes of
authorized denominations for a like aggregate principal amount will be issued to
the transferee in exchange therefor, subject to the limitations provided in the
Indenture.
No service charge shall be made for any such transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax, assessment or other governmental charge payable in connection therewith.
Subject to the provisions of the Indenture, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Exchange Note is registered as the owner hereof for all
purposes, whether or not this Exchange Note is overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
6. Defeasance.
-----------
As provided in the Indenture and subject to the satisfaction
of certain conditions set forth therein, at the Company's option, either (i) the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by, and the obligations under, the Securities of any series and to
have satisfied all the obligations (with certain exceptions) under the Indenture
relating to the Securities of such series or (ii) the Company shall cease to be
under any obligation to comply with any term, provision or condition of certain
restrictive covenants under the Indenture or of any provisions set forth, with
respect to the Securities of such series, in any additions or changes to or
deletions from the covenants and Events of Default under the Indenture in the
Board Resolutions or supplemental indenture with respect to the Securities of
such series.
7. Amendment; Supplement; Waiver.
------------------------------
The Indenture permits, with certain exceptions as therein
provided, the Company and the Trustee to enter into supplemental indentures to
the Indenture for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of modifying in
any manner the rights of the Holders of the Securities of each series under the
Indenture with the consent of the Holders of not less than 662/3% in aggregate
principal amount of the Securities at the time Outstanding of each series to be
affected thereby on behalf of the Holders of all Securities of such series.
8. Defaults and Remedies.
----------------------
<PAGE> 28
If an Event of Default with respect to the Exchange Notes
shall have occurred and be continuing, the Principal Amount of the Exchange
Notes and all accrued and unpaid interest thereon may be declared due and
payable in the manner and with the effect provided in the Indenture.
9. Authentication.
---------------
Unless the certificate of authentication on any Exchange Notes
has been manually executed by or on behalf of the Trustee under the Indenture,
such Exchange Notes shall not be entitled to any benefits under the Indenture or
be valid or obligatory for any purpose.
10. Exchange Offer; Registration Rights.
------------------------------------
Reserved.
11. Obligation To Pay Interest Absolute.
------------------------------------
No reference herein to the Indenture and no provision of this
Exchange Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the Principal Amount and
any premium of and any interest on the Exchange Notes at the place, rate and
respective times and in the coin or currency prescribed herein and in the
Indenture.
12. Holders' Compliance with Registration Rights Agreement.
-------------------------------------------------------
Each Holder of an Exchange Note, by acceptance thereof,
acknowledges and agrees to the provisions of the Registration Rights Agreement,
including, without limitation, the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided
therein.
13. Governing Law.
--------------
THIS EXCHANGE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS.
14. Abbreviations.
--------------
Customary abbreviations may be used in the name of a Holder or
an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors
Act).
The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to TRW Inc.,
1900 Richmond Road, Cleveland, Ohio 44124, Attention of Secretary.
<PAGE> 29
[FORM OF TRANSFER NOTICE]
FOR VALUE RECEIVED the undersigned registered holder hereby
sell(s), assign(s) and transfer(s) unto
- --------------------------------------------------------------------------------
Please print or typewrite name and address including zip code of assignee
- --------------------------------------------------------------------------------
(Insert assignee's Soc. Sec. or Tax I.D. No.)
this Exchange Note and all rights thereunder, hereby irrevocably constituting
and appointing _______________________ attorney to transfer said Exchange Note
on the books of the Company with full power of substitution in the premises.
-----------------------------------
Signature
Date:_______________
<PAGE> 1
Exhibit 4(m)
- --------------------------------------------------------------------------------
REGISTRATION RIGHTS AGREEMENT
Dated May 26, 1999
among
TRW INC.
and
MORGAN STANLEY & CO. INCORPORATED
J. P. MORGAN SECURITIES INC.
SALOMON SMITH BARNEY INC.
AS REPRESENTATIVES FOR THE INITIAL PURCHASERS
- --------------------------------------------------------------------------------
<PAGE> 2
THIS REGISTRATION RIGHTS AGREEMENT (the
"Agreement") is made and entered into on May 26,
1999, among TRW INC., an Ohio corporation (the
"Company"), MORGAN STANLEY & CO. INCORPORATED, J. P.
MORGAN SECURITIES INC. and SALOMON SMITH BARNEY INC.,
as the representatives (the "Representatives") of the
initial purchasers as listed in Schedule II to the
Purchase Agreement (as defined below) (the "Initial
Purchasers").
This Agreement is made pursuant to the purchase agreement
dated May 26, 1999, between the Company and the Initial Purchasers (the
"Purchase Agreement"), which provides for the sale by the Company to the Initial
Purchasers of an aggregate of $400,000,000 principal amount of the Company's 6
1/2% Notes Due 2002, an aggregate of $ 700,000,000 principal amount of the
Company's 6 5/8% Notes Due 2004, an aggregate of $750,000,000 principal amount
of the Company's 7 1/8% Notes Due 2009, and an aggregate of $550,000,000
principal amount of the Company's 7 3/4% Debentures Due 2029 (collectively, the
"Securities"). In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Company has agreed to provide to the Initial Purchasers
and their direct and indirect permitted transferees the registration rights set
forth in this Agreement. The execution of this Agreement is a condition to the
closing under the Purchase Agreement.
In consideration of the foregoing, the parties hereto agree as
follows:
1. DEFINITIONS. As used in this Agreement, the following
capitalized defined terms shall have the following meanings:
"1933 ACT" shall mean the Securities Act of 1933, as amended
from time to time.
"1934 ACT" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
"CLOSING DATE" shall mean the Closing Date as defined in the
Purchase Agreement.
"COMPANY" shall have the meaning set forth in the preamble and
shall also include the Company's successors.
"EXCHANGE OFFER" shall mean the exchange offer by the Company
of Exchange Securities for Registrable Securities pursuant to Section
2(a) hereof.
"EXCHANGE OFFER REGISTRATION" shall mean a registration under
the 1933 Act effected pursuant to Section 2(a) hereof.
"EXCHANGE OFFER REGISTRATION STATEMENT" shall mean an exchange
offer registration statement on Form S-4 (or, if applicable, on another
appropriate form) and all amendments and supplements to such
registration statement, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by
reference therein.
"EXCHANGE SECURITIES" shall mean securities issued by the
Company under the Indenture containing terms identical to the
Securities (except that (i) interest thereon shall accrue from the last
date on which interest was paid on the Securities or, if no such
interest has been paid, from June 2, 1999, and (ii) the Exchange
Securities will not contain restrictions on transfer) and to be offered
to Holders of Securities in exchange for Securities pursuant to the
Exchange Offer.
"HOLDER" shall mean the Initial Purchasers, for so long as
they own any Registrable Securities, and each of their successors,
assigns and direct and indirect permitted transferees who become
registered owners of Registrable Securities under the Indenture;
PROVIDED that for purposes of Sections 4 and 5 of this Agreement, the
term "Holder" shall include Participating Broker-Dealers (as defined in
Section 4(a)).
"INDENTURE" shall mean the Indenture relating to the
Securities dated as of May 1, 1986, as supplemented and amended by the
First Supplemental Indenture dated as of August 24, 1989, the Second
Supplemental Indenture dated as of June 2, 1999, the Third Supplemental
Indenture dated as of June 2, 1999, the Fourth Supplemental Indenture
dated as of June 2, 1999, and the Fifth Supplemental Indenture dated
as of June 2, 1999, between the Company and The Chase Manhattan Bank,
as successor trustee to Mellon Bank, N.A., and as the same may be
amended from time to time in accordance with the terms thereof.
"INITIAL PURCHASERS" shall have the meaning set forth in the
preamble.
<PAGE> 3
"MAJORITY HOLDERS" shall mean the Holders of a majority of
the aggregate principal amount of outstanding Registrable Securities.
"PERSON" shall mean an individual, partnership, limited
liability company, corporation, trust or unincorporated organization,
or a government or agency or political subdivision thereof.
"PROSPECTUS" shall mean the prospectus included in a
Registration Statement, including any preliminary prospectus, and any
such prospectus as amended or supplemented by any prospectus
supplement, including a prospectus supplement with respect to the terms
of the offering of any portion of the Registrable Securities covered by
a Shelf Registration Statement, and by all other amendments and
supplements to such prospectus, and in each case including all material
incorporated by reference therein.
"PURCHASE AGREEMENT" shall have the meaning set forth in the
preamble.
"REGISTRABLE SECURITIES" shall mean the Securities; PROVIDED,
HOWEVER, that the Securities shall cease to be Registrable Securities
(i) when a Registration Statement with respect to such Securities shall
have been declared effective under the 1933 Act and such Securities
shall have been disposed of pursuant to such Registration Statement,
(ii) when such Securities have been sold to the public pursuant to Rule
144(k) (or any similar provision then in force, but not Rule 144A)
under the 1933 Act, (iii) when such Securities shall have ceased to be
outstanding or (iv) upon the consummation of the Exchange Offer but
only with respect to Securities held by a Holder that is eligible to
receive freely tradeable Exchange Securities in connection with the
Exchange Offer.
"REGISTRATION EXPENSES" shall mean any and all expenses
incident to performance of or compliance by the Company with this
Agreement, including without limitation: (i) all SEC, stock exchange or
National Association of Securities Dealers, Inc. registration and
filing fees, (ii) all fees and expenses incurred in connection with
compliance with state securities or blue sky laws (including reasonable
fees and disbursements of counsel for any underwriters or Holders in
connection with blue sky qualification of any of the Exchange
Securities or Registrable Securities, if required pursuant to this
Agreement), (iii) all expenses of any Persons engaged by the Company in
preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus, any amendments
or supplements thereto, any underwriting agreements, securities sales
agreements and other documents relating to the performance of and
compliance with this Agreement, (iv) all rating agency fees, (v) all
fees and disbursements relating to the qualification of the Indenture
under applicable securities laws, (vi) the reasonable fees and
disbursements of the Trustee and its counsel, (vii) the fees and
disbursements of counsel for the Company and, in the case of a Shelf
Registration Statement, the reasonable fees and disbursements of one
counsel for the Holders (which counsel shall be selected by the
Majority Holders and which counsel may also be counsel for the Initial
Purchasers) and (viii) the fees and disbursements of the independent
public accountants engaged by the Company, including the expenses of
any special audits or "cold comfort" letters required by or incident to
such performance and compliance, but excluding fees and expenses of
counsel to the underwriters (other than fees and expenses set forth in
clause (ii) above) or the Holders and underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or
disposition of Registrable Securities by a Holder.
"REGISTRATION STATEMENT" shall mean any registration statement
of the Company that covers any of the Exchange Securities or
Registrable Securities pursuant to the provisions of this Agreement and
all amendments and supplements to any such Registration Statement,
including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.
"SEC" shall mean the Securities and Exchange Commission.
"SHELF REGISTRATION" shall mean a registration effected
pursuant to Section 2(b) hereof.
"SHELF REGISTRATION STATEMENT" shall mean a "shelf"
registration statement of the Company pursuant to the provisions of
Section 2(b) of this Agreement which covers all of the Registrable
Securities (but no other securities unless approved by the Holders
whose Registrable Securities are covered by such Shelf Registration
Statement) on an appropriate form under Rule 415 under the 1933 Act, or
any similar rule that may be adopted by the SEC, and all amendments and
supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein,
all exhibits thereto and all material incorporated by reference
therein.
"TRUSTEE" shall mean the trustee with respect to the
Securities under the Indenture.
2
<PAGE> 4
"UNDERWRITER" shall have the meaning set forth in Section 3
hereof.
"UNDERWRITTEN REGISTRATION" or "UNDERWRITTEN OFFERING" shall
mean a registration in which Registrable Securities are sold to an
Underwriter for reoffering to the public.
2. REGISTRATION UNDER THE 1933 ACT. (a) To the extent not
prohibited by any applicable law or applicable interpretation of the Staff of
the SEC, the Company shall use its reasonable best efforts to cause to be filed,
within 150 days of the Closing Date, an Exchange Offer Registration Statement
covering the offer by the Company to the Holders to exchange all of the
Registrable Securities for Exchange Securities, to have the Exchange Offer
Registration Statement declared effective within 180 days of the Closing Date
and to have such Registration Statement remain effective until the closing of
the Exchange Offer. The Company shall commence the Exchange Offer promptly after
the Exchange Offer Registration Statement has been declared effective by the SEC
and use its reasonable best efforts to consummate the Exchange Offer within 210
days of the Closing Date. The Company shall commence the Exchange Offer by
mailing the related Exchange Offer Prospectus and accompanying documents to each
Holder stating, in addition to such other disclosures as are required by
applicable law:
(i) that the Exchange Offer is being made pursuant to this
Registration Rights Agreement and that all Registrable Securities
validly tendered will be accepted for exchange;
(ii) the dates of acceptance for exchange (which shall be a
period of at least 20 business days from the date such notice is
mailed) (the "Exchange Dates");
(iii) that any Registrable Security not tendered will remain
outstanding and continue to accrue interest, but will not retain any
rights under this Registration Rights Agreement;
(iv) that Holders electing to have a Registrable Security
exchanged pursuant to the Exchange Offer will be required to surrender
such Registrable Security, together with the applicable letter of
transmittal, to the institution and at the address (located in the
Borough of Manhattan, The City of New York) specified in the notice
prior to the close of business on the last Exchange Date; and
(v) that Holders will be entitled to withdraw their election,
not later than the close of business on the last Exchange Date, by
sending to the institution and at the address (located in the Borough
of Manhattan, The City of New York) specified in the notice a telegram,
telex, facsimile transmission or letter setting forth the name of such
Holder, the principal amount of Registrable Securities delivered for
exchange and a statement that such Holder is withdrawing his election
to have such Securities exchanged.
As soon as practicable after the last Exchange Date, the
Company shall:
(i) accept for exchange Registrable Securities or portions
thereof tendered and not validly withdrawn pursuant to the Exchange
Offer; and
(ii) deliver, or cause to be delivered, to the Trustee for
cancellation all Registrable Securities or portions thereof so accepted
for exchange by the Company and issue, and cause the Trustee to
promptly authenticate and mail to each Holder, an Exchange Security
equal in principal amount to the principal amount of the Registrable
Securities surrendered by such Holder.
The Company shall use its reasonable best efforts to complete
the Exchange Offer as provided above and shall comply with the applicable
requirements of the 1933 Act, the 1934 Act and other applicable laws and
regulations in connection with the Exchange Offer. The Exchange Offer shall not
be subject to any conditions, other than (i) that the Exchange Offer does not
violate applicable law or any applicable interpretation of the Staff of the SEC
and (ii) there is no injunction, order or decree issued by any court or any
governmental agency that would prohibit, prevent or otherwise materially impair
the ability of the Company to proceed with the Exchange Offer. The Company shall
inform the Initial Purchasers of the names and addresses of the Holders to whom
the Exchange Offer is made, and the Initial Purchasers shall have the right,
subject to applicable law, to contact such Holders and otherwise facilitate the
tender of Registrable Securities in the Exchange Offer.
For a period of 90 days after the Exchange Date, the Company
shall also use its reasonable best efforts to make available a prospectus
meeting the requirements of the 1933 Act which may be the Prospectus contained
in the Exchange Offer Registration Statement or the Prospectus contained in a
Shelf Registration Statement, as such Registration Statements may be amended or
supplemented from time to time, to holders which are broker-dealers (and which
identify themselves as such) in connection with resales of Exchange Securities
received in exchange for Registrable Securities, where such Registrable
Securities were acquired by such broker-dealers as a result of market-making or
other trading activities; PROVIDED that each holder which is a broker-dealer
agrees that, upon receipt of notice from the Company of the occurrence of any
event which makes any statement in
3
<PAGE> 5
the Prospectus untrue in any material respect or which requires the making of
any changes in the Prospectus in order to make the statements therein not
misleading (which notice the Company agrees to deliver promptly to such
broker-dealer), such broker-dealer will suspend use of the Prospectus until the
Company has amended or supplemented the Prospectus to correct such misstatement
or omission and has furnished copies of the amended or supplemented Prospectus
to such broker-dealer. If the Company shall give any such notice to suspend the
use of the Prospectus, it shall extend the 90-day period referred to above by
the number of days during the period from and including the date of the giving
of such notice to and including the date when broker-dealers shall have
received copies of the supplemented or amended Prospectus necessary to permit
resales of the Exchange Securities.
In the event that, at the Exchange Date, any of the Initial
Purchasers shall not have sold all of the Registrable Securities initially
purchased from the Company by such Initial Purchaser to unaffiliated investors,
upon such Initial Purchaser's request (made within 10 days after the Exchange
Date), the Company will use its best efforts to file promptly, or if so
requested by any Initial Purchaser, on a later date (which date shall not exceed
the date that is six months after the Exchange Date), a Shelf Registration
Statement or a post-effective amendment to the Exchange Offer Registration
Statement, if acceptable to the SEC, to register all such Registrable Securities
for all such Initial Purchasers. The Company will keep such Shelf Registration
Statement or other Registration Statement effective and make available to such
Initial Purchasers a Prospectus meeting the requirements of the 1933 Act for a
period of 120 days, PROVIDED that each such Initial Purchaser agrees that, upon
receipt of notice from the Company of the happening of any event which makes any
statement in the Prospectus untrue in any material respect or which requires the
making of any changes in the Prospectus in order to make the statements therein
not misleading (which notice the Company agrees to deliver promptly to such
Initial Purchasers), such Initial Purchaser will suspend use of the Prospectus
until the Company has amended or supplemented the Prospectus to correct such
misstatement or omission and has furnished copies of the amended or supplemented
Prospectus to such Initial Purchaser. If the Company shall give any such notice
to suspend the use of the Prospectus, it shall extend the 120-day period
referred to above by the number of days during the period from and including the
date of the giving of such notice to and including the date when Initial
Purchasers shall have received copies of the supplemented or amended Prospectus
necessary to permit sales of their Securities.
(b) In the event that (i) the Company determines that the Exchange
Offer Registration provided for in Section 2(a) above is not available or may
not be consummated as soon as practicable after the last Exchange Date because
it would violate applicable law or the applicable interpretations of the Staff
of the SEC or (ii) the Exchange Offer is not for any other reason consummated
within 210 days of the Closing Date the Company shall use its reasonable best
efforts to cause to be filed as soon as practicable after such determination or
date a Shelf Registration Statement providing for the sale by the Holders of all
of the Registrable Securities and to have such Shelf Registration Statement
declared effective by the SEC. The Company agrees to use its reasonable best
efforts to keep the Shelf Registration Statement continuously effective until
the expiration of the period referred to in Rule 144(k) with respect to the
Registrable Securities or such shorter period that will terminate when all of
the Registrable Securities covered by the Shelf Registration Statement have
been sold pursuant to the Shelf Registration Statement. The Company further
agrees to supplement or amend the Shelf Registration Statement if required by
the rules, regulations or instructions applicable to the registration form used
by the Company for such Shelf Registration Statement or by the 1933 Act or by
any other rules and regulations thereunder for shelf registration or if
reasonably requested by a Holder with respect to information relating to such
Holder, and to use its reasonable best efforts to cause any such amendment to
become effective and such Shelf Registration Statement to become usable as soon
as thereafter practicable. The Company agrees to furnish to the Holders of
Registrable Securities copies of any such supplement or amendment promptly
after its being used or filed with the SEC.
(c) The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2(a) and Section 2(b). Each
Holder shall pay all underwriting discounts and commissions and transfer taxes,
if any, relating to the sale or disposition of such Holder's Registrable
Securities pursuant to the Shelf Registration Statement and each Holder shall
pay all expenses of its counsel; PROVIDED, HOWEVER, that the Company will pay
the reasonable fees and disbursements of one counsel for the Initial Purchasers,
the Holders and any Participating Broker-Dealer (as defined below) with respect
to each sale of Registrable Securities in connection with any Shelf Registration
Statement; provided that such counsel shall be designated by Morgan Stanley &
Co. Incorporated.
(d) An Exchange Offer Registration Statement pursuant to
Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b)
hereof will not be deemed to have become effective unless it has been declared
effective by the SEC; PROVIDED, HOWEVER, that, if, after it has been declared
effective, the offering of Registrable Securities pursuant to a Shelf
Registration Statement is interfered with by any stop order, injunction or other
order or requirement of the SEC or any other governmental agency or court, such
Registration Statement will be deemed not to have become effective during the
period of such interference until the offering of Registrable Securities
pursuant to such Registration Statement may legally resume.
4
<PAGE> 6
Additional interest (the "Additional Interest") with respect
to the Initial Securities shall be assessed as follows if any of the following
events occur (each such event in clauses (i) through (iii) below a "Registration
Default"):
(i) If the Exchange Offer Registration Statement or Shelf
Registration Statement is not filed within 150 days following the
Closing Date, then commencing on the 151st day after the Closing Date,
Additional Interest shall be accrued on the Securities over and above
the accrued interest at a rate of .25% per annum; or
(ii) If an Exchange Offer Registration Statement or Shelf
Registration Statement is filed pursuant to (i) above and is not
declared effective within 180 days following the Closing Date, then
commencing on the 181st day after the Closing Date, Additional Interest
shall be accrued on the Securities over and above the accrued interest
at a rate of .25% per annum; or
(iii) If either (A) the Company has not exchanged Exchange
Securities for all Securities validly tendered in accordance with the
terms of the Exchange Offer on or prior to the earlier of (x) 45 days
after the date on which the Exchange Offer Registration Statement was
declared effective and (y) 210 days after the Closing Date, or (B) if
applicable, the Shelf Registration Statement has been declared
effective but such Shelf Registration Statement ceases to be effective
at any time prior to the earlier of (x) the expiration of the period
referred to in Rule 144(k) and (y) the sale of all the Registrable
Securities, then Additional Interest shall be accrued on the Securities
over and above the accrued interest at a rate of .25% per annum
immediately following the earlier of the (x) 46th day after such
effective date and (y) the 211th day after the Closing Date, in the
case of (A) above, or (z) the day such Shelf Registration Statement
ceases to be effective in the case of (B) above:
PROVIDED, HOWEVER, that the Additional Interest rate on the Securities may in no
event exceed .25% per annum; and, PROVIDED, FURTHER, that (1) upon the filing of
the Exchange Offer Registration Statement or Shelf Registration Statement (in
the case of (i) above), (2) upon the effectiveness of the Exchange Offer
Registration Statement or Shelf Registration Statement (in the case of (ii)
above), or (3) upon the exchange of Exchange Securities for all Securities
tendered or upon the effectiveness of the Shelf Registration Statement which
had ceased to remain effective prior to the expiration of the period
referred to in (iii) above, Additional Interest on the Securities as a result
of such clause (i), (ii) or (iii) shall cease to accrue.
Any amounts of Additional Interest due pursuant to clauses
(i), (ii) or (iii) above will be payable in cash, on the same original payment
dates of the Securities. The amount of Additional Interest will be determined by
multiplying the applicable Additional Interest rate by the principal amount of
the Securities, multiplied by a fraction, the numerator of which is the number
of days such Additional Interest rate was applicable during such period
(determined on the basis of a 360-day year comprised of twelve 30-day months),
and the denominator of which is 360.
3. REGISTRATION PROCEDURES. In connection with the obligations
of the Company with respect to the Registration Statements pursuant to Section
2(a) and Section 2(b) hereof, the Company shall as expeditiously as possible:
(a) prepare and file with the SEC a Registration Statement on
the appropriate form under the 1933 Act, which form (x) shall be
selected by the Company, (y) shall, in the case of a Shelf
Registration, be available for the sale of the Registrable Securities
by the selling Holders thereof and (z) shall comply as to form in all
material respects with the requirements of the applicable form and
include all financial statements required by the SEC to be filed
therewith, and use its reasonable best efforts to cause such
Registration Statement to become effective and remain effective in
accordance with Section 2 hereof;
(b) prepare and file with the SEC such amendments and
post-effective amendments to each Registration Statement as may be
necessary to keep such Registration Statement effective for the
applicable period and cause each Prospectus to be supplemented by any
required prospectus supplement and, as so supplemented, to be filed
pursuant to Rule 424 under the 1933 Act; to keep each Prospectus
current during the period described under Section 4(3) and Rule 174
under the 1933 Act that is applicable to transactions by brokers or
dealers with respect to the Registrable Securities or Exchange
Securities;
(c) in the case of a Shelf Registration, furnish to each
Holder of Registrable Securities, to counsel for the Initial
Purchasers, to counsel for the Holders and to each Underwriter of an
Underwritten Offering of Registrable Securities, if any, without
charge, as many copies of each Prospectus, including each preliminary
Prospectus, and any amendment or supplement thereto and such other
documents as such Holder or Underwriter may reasonably request, in
order to facilitate the public sale or other disposition of the
Registrable Securities; and, subject to the terms hereof, the Company
consents to the use of such
5
<PAGE> 7
Prospectus and any amendment or supplement thereto in accordance with
applicable law by each of the selling Holders of Registrable
Securities and any such Underwriters in connection with the offering
and sale of the Registrable Securities covered by and in the manner
described in such Prospectus or any amendment or supplement thereto
in accordance with applicable law;
(d) use its best efforts to register or qualify the
Registrable Securities under all applicable state securities or "blue
sky" laws of such jurisdictions as any Holder of Registrable Securities
covered by a Registration Statement shall reasonably request in writing
by the time the applicable Registration Statement is declared effective
by the SEC, to cooperate with such Holders in connection with any
filings required to be made with the National Association of Securities
Dealers, Inc. and do any and all other acts and things which may be
reasonably necessary or advisable to enable such Holder to consummate
the disposition in each such jurisdiction of such Registrable
Securities owned by such Holder; PROVIDED, HOWEVER, that the Company
shall not be required to (i) qualify as a foreign corporation or as a
dealer in securities in any jurisdiction where it would not otherwise
be required to qualify but for this Section 3(d), (ii) file any general
consent to service of process or (iii) subject itself to taxation in
any such jurisdiction if it is not so subject;
(e) in the case of a Shelf Registration, notify each Holder of
Registrable Securities, counsel for the Holders and counsel for the
Initial Purchasers promptly and, if requested by any such Holder or
counsel, confirm such advice in writing (i) when a Registration
Statement has become effective and when any post-effective amendment
thereto has been filed and becomes effective, (ii) of any request by
the SEC or any state securities authority for amendments and
supplements to a Registration Statement and Prospectus or for
additional information after the Registration Statement has become
effective, (iii) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of a
Registration Statement or the initiation of any proceedings for that
purpose, (iv) if, between the effective date of a Registration
Statement and the closing of any sale of Registrable Securities
covered thereby, the representations and warranties of the Company
contained in any underwriting agreement, securities sales agreement or
other similar agreement, if any, relating to the offering cease to be
true and correct in all material respects or if the Company receives
any notification with respect to the suspension of the qualification
of the Registrable Securities for sale in any jurisdiction or the
initiation of any proceeding for such purpose, (v) of the happening of
any event during the period a Shelf Registration Statement is
effective which makes any statement made in such Registration
Statement or the related Prospectus untrue in any material respect or
which requires the making of any changes in such Registration
Statement or Prospectus in order to make the statements therein not
misleading; provided that, except as otherwise provided herein, the
Company shall not be required to provide the Holders with any
information as to any facts or events referred to in this clause
(e)(v), and (vi) of any determination by the Company that a
post-effective amendment to a Registration Statement would be
appropriate;
(f) make every reasonable effort to obtain the withdrawal of
any order suspending the effectiveness of a Registration Statement at
the earliest possible moment and provide prompt notice to each Holder
of the withdrawal of any such order;
(g) in the case of a Shelf Registration, furnish to each
Holder of Registrable Securities, without charge, at least one
conformed copy of each Registration Statement and any post-effective
amendment thereto (without documents incorporated therein by reference
or exhibits thereto, unless requested);
(h) in the case of a Shelf Registration, cooperate with the
selling Holders of Registrable Securities to facilitate the timely
preparation and delivery of certificates representing Registrable
Securities to be sold and not bearing any restrictive legends and
enable such Registrable Securities to be in such denominations
(consistent with the provisions of the Indenture) and registered in
such names as the selling Holders may reasonably request at least two
business days prior to the closing of any sale of Registrable
Securities;
(i) in the case of a Shelf Registration, upon the occurrence
of any event contemplated by Section 3(e)(v) hereof, use its reasonable
best efforts to prepare and file with the SEC a supplement or
post-effective amendment to a Registration Statement or the related
Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities, such Prospectus will not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The Company
agrees to notify the Holders to suspend use of the Prospectus as
promptly as practicable after the occurrence of such an event, and the
Holders hereby agree to suspend use of the Prospectus until the Company
has amended or supplemented the Prospectus to correct such misstatement
or omission;
6
<PAGE> 8
(j) a reasonable time prior to the filing of any Registration
Statement, any Prospectus, any amendment to a Registration Statement or
amendment or supplement to a Prospectus or any document which is to be
incorporated by reference into a Registration Statement or a Prospectus
after initial filing of a Registration Statement, provide copies of
such document to the Initial Purchasers and their counsel (and, in the
case of a Shelf Registration Statement, the Holders and their counsel)
and make such of the representatives of the Company as shall be
reasonably requested by the Initial Purchasers or their counsel (and,
in the case of a Shelf Registration Statement, the Holders or their
counsel) available for discussion of such document, and shall not at
any time file or make any amendment to the Registration Statement, any
Prospectus or any amendment of or supplement to a Registration
Statement or a Prospectus or any document which is to be incorporated
by reference into a Registration Statement or a Prospectus, of which
the Representatives and their counsel (and, in the case of a Shelf
Registration Statement, the Holders and their counsel) shall not have
previously been advised and furnished a copy or to which the
Representatives or their counsel (and, in the case of a Shelf
Registration Statement, the Holders or their counsel) shall reasonably
object, except for any amendment or supplement or document (a copy of
which has been previously furnished to the Representatives and their
counsel (and, in the case of a Shelf Registration Statement, the
Holders and their counsel)) which counsel to the Company shall advise
the Company is required in order to comply with applicable law;
(k) obtain a CUSIP number, an ISIN number and a Euroclear
common code for all Exchange Securities or Registrable Securities, as
the case may be, not later than the effective date of a Registration
Statement;
(l) cause the Indenture to become and remain qualified under
the Trust Indenture Act of 1939, as amended (the "TIA"), in connection
with the registration of the Exchange Securities or Registrable
Securities, as the case may be, cooperate with the Trustee and the
Holders to effect such changes to the Indenture as may be required for
the Indenture to become and remain so qualified in accordance with the
terms of the TIA and execute, and use its reasonable best efforts to
cause the Trustee to execute, all documents as may be required to
effect such changes and all other forms and documents required to be
filed with the SEC to enable the Indenture to be so qualified in a
timely manner;
(m) in the case of a Shelf Registration, make available for
inspection by a representative of the Holders of the Registrable
Securities reasonably acceptable to the Company, any Underwriter
participating in any disposition pursuant to such Shelf Registration
Statement, and attorneys and accountants designated by the Holders and
reasonably acceptable to the Company, at reasonable times and in a
reasonable manner, all material financial and other records, pertinent
documents and properties of the Company, and cause the respective
officers, directors and employees of the Company to supply all
information reasonably requested by any such representative,
Underwriter, attorney or accountant in connection with a Shelf
Registration Statement; PROVIDED, HOWEVER, that each such party shall
be required to maintain in confidence and not to disclose to any other
person any information or records reasonably designated by the Company
in writing as being confidential, until such time as (i) such
information becomes a matter of public record (whether by virtue of its
inclusion in such registration statement or otherwise), or (ii) such
person shall be required so to disclose such information pursuant to a
subpoena or order of any court or other governmental agency or body
having jurisdiction over the matter (subject to the requirements of
such order, and only after such person shall have given the Company
prompt prior written notice of such requirement and the opportunity to
contest the same or seek an appropriate protective order), or (iii)
such information is required to be set forth in such registration
statement or the prospectus included therein or in an amendment to such
registration statement or an amendment or supplement to such prospectus
in order that such registration statement, prospectus, amendment or
supplement, as the case may be, does not contain an untrue statement of
a material fact or omit to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading;
(n) in the case of a Shelf Registration, use its reasonable
best efforts to cause all Registrable Securities to be listed on any
securities exchange on which securities issued by the Company of the
same class are then listed if requested by the Majority Holders, to the
extent such Registrable Securities satisfy applicable listing
requirements;
(o) use its reasonable best efforts to cause the Exchange
Securities or Registrable Securities, as the case may be, to be rated
by two nationally recognized statistical rating organizations (as such
term is defined in Rule 436(g)(2) under the 1933 Act);
(p) if reasonably requested by any Holder of Registrable
Securities covered by a Registration Statement, (i) promptly
incorporate in a Prospectus supplement or post-effective amendment such
information with respect to such Holder as such Holder reasonably
requests to be included therein and
7
<PAGE> 9
(ii) make all required filings of such Prospectus supplement or such
post-effective amendment promptly after the Company has received
notification of the matters to be incorporated in such filing; and
(q) in the case of a Shelf Registration, enter into such
customary agreements and take such other actions in connection
therewith (including those reasonably requested by the Holders of a
majority of the Registrable Securities being sold) reasonably necessary
to expedite or facilitate the disposition of such Registrable
Securities including, but not limited to, an Underwritten Offering and
in such connection, (i) to the extent possible, make such
representations and warranties to the Holders and any Underwriters of
such Registrable Securities with respect to the business of the Company
and its subsidiaries, the Registration Statement, Prospectus and
documents incorporated by reference or deemed incorporated by
reference, if any, in each case, in form, substance and scope as are
customarily made by issuers to underwriters in underwritten offerings
of this type and confirm the same if and when requested, (ii) obtain
opinions of counsel to the Company (which counsel and opinions, in
form, scope and substance, shall be reasonably satisfactory to the
Holders and such Underwriters and their respective counsel) addressed
to each selling Holder and Underwriter of Registrable Securities,
covering the matters customarily covered in opinions requested in
underwritten offerings of this type, (iii) obtain "cold comfort"
letters from the independent certified public accountants of the
Company (and, if necessary, any other certified public accountant of
any subsidiary of the Company, or of any business acquired by the
Company for which financial statements and financial data are or are
required to be included in the Registration Statement) addressed to
each selling Holder and Underwriter of Registrable Securities, such
letters to be in customary form and covering matters of the type
customarily covered in "cold comfort" letters in connection with
underwritten offerings of this type, and (iv) deliver such documents
and certificates as may be reasonably requested by the Holders of a
majority in principal amount of the Registrable Securities being sold
or the Underwriters, and which are customarily delivered in
underwritten offerings, to evidence the continued validity of the
representations and warranties of the Company made pursuant to clause
(i) above and to evidence compliance with any customary conditions
contained in an underwriting agreement.
In the case of a Shelf Registration Statement, as a condition
to any Holder's participation in the Shelf Registration, the Company may require
such Holder of Registrable Securities to furnish to the Company such information
regarding the Holder and the proposed distribution by such Holder of such
Registrable Securities as the Company may from time to time reasonably request
in writing.
In the case of a Shelf Registration Statement, each Holder as
a condition to any Holder's participation in the Shelf Registration, agrees
that, upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 3(e)(v) hereof, such Holder will forthwith
discontinue disposition of Registrable Securities pursuant to a Registration
Statement until such Holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 3(i) hereof, and, if so directed by
the Company, such Holder will deliver to the Company (at its expense) all copies
in its possession, other than permanent file copies then in such Holder's
possession, of the Prospectus covering such Registrable Securities current at
the time of receipt of such notice and shall not use such Registration Statement
or Prospectus until amended or supplemented. If the Company shall give any such
notice to suspend the disposition of Registrable Securities pursuant to a
Registration Statement, the Company shall extend the period during which the
Registration Statement shall be maintained effective pursuant to this Agreement
by the number of days during the period from and including the date of the
giving of such notice to and including the date when the Holders shall have
received copies of the supplemented or amended Prospectus necessary to resume
such dispositions. The Company may give any such notice suspending use of the
Shelf Registration Statement only twice during any 365 day period and any such
suspensions during such 365 day period may not exceed 60 days in the aggregate
for each such 365 day period and there may not be more than two suspensions in
effect during any 365 day period. In the event that the aggregate number of days
in any consecutive 365 day period for which all such notices are issued and
effective exceeds 60 days in the aggregate, the Company will be obligated to pay
Additional Interest on the Registrable Securities in an amount equal to .25% per
annum in respect of the Securities that constitute Registrable Securities. Upon
the Company declaring that the Shelf Registration Statement is usable after the
period of time described in the preceding sentence the accrual of Additional
Interest shall cease; provided, however, that if after any such cessation of the
accrual of Additional Interest the Shelf Registration Statement again ceases to
be usable beyond the period permitted above, Additional Interest will again
accrue pursuant to the foregoing provisions.
The Holders of Registrable Securities covered by a Shelf
Registration Statement who desire to do so may sell such Registrable Securities
in an Underwritten Offering. In any such Underwritten Offering, the investment
banker or investment bankers and manager or managers (the "Underwriters") that
will administer the offering will be selected by the Majority Holders of the
Registrable Securities included in such offering.
4. PARTICIPATION OF BROKER-DEALERS IN EXCHANGE OFFER. (a) The
Staff of the SEC has taken the position that any broker-dealer that receives
Exchange Securities for its own account in the Exchange Offer in exchange for
Securities that were acquired by such broker-dealer as a result of market-making
or other trading
8
<PAGE> 10
activities (a "Participating Broker-Dealer"), may be deemed to be an
"underwriter" within the meaning of the 1933 Act and must deliver a prospectus
meeting the requirements of the 1933 Act in connection with any resale of
such Exchange Securities.
The Company understands that it is the Staff's position that
if the Prospectus contained in the Exchange Offer Registration Statement
includes a plan of distribution containing a statement to the above effect and
the means by which Participating Broker-Dealers may resell the Exchange
Securities, without naming the Participating Broker-Dealers or specifying the
amount of Exchange Securities owned by them, such Prospectus may be delivered by
Participating Broker-Dealers to satisfy their prospectus delivery obligation
under the 1933 Act in connection with resales of Exchange Securities for their
own accounts, so long as the Prospectus otherwise meets the requirements of the
1933 Act.
(b) In light of the above, notwithstanding the other
provisions of this Agreement, the Company agrees that the provisions of this
Agreement as they relate to a Shelf Registration shall also apply to an Exchange
Offer Registration to the extent, and with such reasonable modifications thereto
as may be, reasonably requested by the Initial Purchasers or by one or more
Participating Broker-Dealers, in each case as provided in clause (ii) below, in
order to expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited
in Section 4(a) above; PROVIDED that:
(i) the Company shall not be required to amend or supplement
the Prospectus contained in the Exchange Offer Registration Statement,
as would otherwise be contemplated by Section 3(i), for a period
exceeding 180 days after the last Exchange Date (as such period may be
extended pursuant to the penultimate paragraph of Section 3 of this
Agreement) and Participating Broker-Dealers shall not be authorized by
the Company to deliver and shall not deliver such Prospectus after such
period in connection with the resales contemplated by this Section 4;
and
(ii) the application of the Shelf Registration procedures set
forth in Section 3 of this Agreement to an Exchange Offer Registration,
to the extent not required by the positions of the Staff of the SEC or
the 1933 Act and the rules and regulations thereunder, will be in
conformity with the reasonable request to the Company by the Initial
Purchasers or with the reasonable request in writing to the Company by
one or more broker-dealers who certify to the Initial Purchasers and
the Company in writing that they anticipate that they will be
Participating Broker-Dealers; and PROVIDED FURTHER that, in connection
with such application of the Shelf Registration procedures set forth in
Section 3 to an Exchange Offer Registration, the Company shall be
obligated (x) to deal only with one entity representing the
Participating Broker-Dealers, which shall be Morgan Stanley & Co.
Incorporated unless it elects not to act as such representative, (y)
subject to Section 2(c), to pay the fees and expenses of only one
counsel representing the Participating Broker-Dealers and (z) to cause
to be delivered only one, if any, "cold comfort" letter with respect to
the Prospectus in the form existing on the last Exchange Date and with
respect to each subsequent amendment or supplement, if any, effected
during the period specified in clause (i) above.
(c) The Initial Purchasers shall have no liability to the
Company or any Holder with respect to any request that it may make pursuant to
Section 4(b) above.
5. INDEMNIFICATION AND CONTRIBUTION.
(a) The Company agrees to indemnify and hold harmless the
Initial Purchasers, each Holder and each Person, if any, who controls any
Initial Purchaser or any Holder within the meaning of either Section 15 of the
1933 Act or Section 20 of the 1934 Act, against any and all losses, claims,
damages and liabilities, joint or several (including amounts paid in settlement
of any litigation if such settlement is effected with the written consent of the
Company), to which they or any of them may become subject under the Act, the
Exchange Act or other state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement (or
any amendment thereto) pursuant to which Exchange Securities or Registrable
Securities were registered under the 1933 Act, including all documents
incorporated therein by reference, or arise out of or are based upon any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in any Prospectus (as amended or supplemented if
the Company shall have furnished any amendments or supplements thereto), or
arise out of or are based upon any omission or alleged omission to state therein
a material fact necessary to make the statements therein in light of the
circumstances under which they were made not misleading, and agrees to reimburse
each such indemnified party for any and all legal or other expenses (including,
but not limited to, fees and disbursements of counsel chosen by Morgan Stanley &
Co. Incorporated) reasonably incurred in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based
9
<PAGE> 11
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company in writing by Morgan Stanley & Co.
Incorporated or any selling Holder expressly for use therein. In connection
with any Underwritten Offering permitted by Section 3, the Company will also
indemnify the Underwriters, if any, selling brokers, dealers and similar
securities industry professionals participating in the distribution, their
officers and directors and each Person who controls such Persons (within the
meaning of the 1933 Act and the 1934 Act) to the same extent as provided
above with respect to the indemnification of the Holders, if requested in
connection with any Registration Statement. This indemnity agreement will be in
addition to any liability which the Company may otherwise have.
(b) Each Holder agrees, severally and not jointly, to
indemnify and hold harmless the Company, the Initial Purchasers and the other
selling Holders, and each of their respective directors, officers who sign the
Registration Statement and each Person, if any, who controls the Company, any
Initial Purchaser and any other selling Holder within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as
the foregoing indemnity from the Company to the Initial Purchasers and the
Holders, but only with reference to information relating to such Holder
furnished to the Company in writing by such Holder expressly for use in any
Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto). This indemnity agreement will be in addition
to any liability which any Holder may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section 5 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party, under this Section 5, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party,
otherwise than under this Section 5. In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein, and to the extent that it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party; provided, however, that if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, the indemnified party, or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and approval by
the indemnified party, of counsel, the indemnifying party will not be liable to
such indemnified party under this Section 5 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel in
connection with the assertion of legal defenses in accordance with the
proviso to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel, approved by Morgan Stanley & Co. Incorporated in the case of
paragraph (a) of this Section 5, representing the indemnified parties under such
paragraph (a) who are parties to such action), (ii) the indemnifying party shall
not have employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement of the
action or (iii) the indemnifying party has authorized the employment of counsel
for the indemnified party at the expense of the indemnifying party; and except
that, if clause (i) or (iii) is applicable, such liability shall be only in
respect of the counsel referred to in such clause (i) or (iii).
(d) To the extent the indemnification provided for in this
Section 5 is unavailable to an indemnified party under paragraph (a) or (b)
hereof or insufficient in respect of any losses, claims, damages or liabilities,
then each indemnifying party in lieu of indemnifying such indemnified party
thereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party or parties on the one hand and of the indemnified party or parties on the
other hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company and the Holders shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or by the Holders
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Holders'
respective obligations to contribute pursuant to this Section 5(d) are several
in proportion to the respective principal amount of Registrable Securities of
such Holder that were registered pursuant to a Registration Statement.
(e) The Company and each Holder agree that it would not be
just or equitable if contribution pursuant to this Section 5 were determined by
PRO RATA allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) above. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in paragraph (d) above shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by
10
<PAGE> 12
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 5, no Holder
shall be required to indemnify or contribute any amount in excess of the amount
by which the total price at which Registrable Securities were sold by such
Holder exceeds the amount of any damages that such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 5 are not
exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity.
The indemnity and contribution provisions contained in this
Section 5 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of the Initial Purchasers, any Holder or any Person controlling any Initial
Purchaser or any Holder, or by or on behalf of the Company, its officers or
directors or any Person controlling the Company, (iii) acceptance of any of the
Exchange Securities and (iv) any sale of Registrable Securities pursuant to a
Shelf Registration Statement.
6. MISCELLANEOUS. (a) NO INCONSISTENT AGREEMENTS. The Company
has not entered into, and on or after the date of this Agreement will not enter
into, any agreement which is inconsistent with the rights granted to the Holders
of Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders of
the Company's other issued and outstanding securities under any such agreements.
(b) AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of Holders
of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement,
waiver or consent.
(c) NOTICES. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Initial
Purchasers, the address set forth in the Purchase Agreement; and (ii) if to the
Company, initially at the Company's address set forth in the Purchase Agreement
and thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 6(c).
All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
business days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied; and
on the next business day if timely delivered to an air courier guaranteeing
overnight delivery.
Copies of all such notices, demands, or other communications
shall be concurrently delivered by the Person giving the same to the Trustee, at
the address specified in the Indenture.
(d) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; PROVIDED that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement. If any
transferee of any Holder shall acquire Registrable Securities, in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all of the terms of this Agreement, and by taking and holding
such Registrable Securities such Person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement and such Person shall be entitled to receive the benefits hereof. The
Initial Purchasers (in their capacity as Initial Purchasers) shall have no
liability or obligation to the Company with respect to any failure by a Holder
to comply with, or any breach by any Holder of, any of the obligations of such
Holder under this Agreement.
(e) PURCHASES AND SALES OF SECURITIES. The Company shall not,
and shall use its best efforts to cause its affiliates (as defined in Rule 405
under the 1933 Act) not to, purchase and then resell or otherwise transfer any
Securities.
(f) THIRD PARTY BENEFICIARY. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights or the rights of Holders hereunder.
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<PAGE> 13
(g) COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(h) HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
(i) GOVERNING LAW. This Agreement shall be governed by the
laws of the State of New York.
(j) SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.
12
<PAGE> 14
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
TRW INC.,
By /s/ Carl G. Miller
-------------------------------------
Name: Carl G. Miller
Title: Executive Vice President and
Chief Financial Officer
Confirmed and accepted on behalf of the Initial Purchasers as of the
date first above written:
MORGAN STANLEY & CO.
INCORPORATED
By /s/ Michael Fusco
---------------------------------
Name: Michael Fusco
Title: Vice President
J. P. MORGAN SECURITIES INC.
By /s/ Maria Sramek
----------------------------------
Name: Maria Sramek
Title: Vice President
SALOMON SMITH BARNEY INC.
By /s/ Martha D. Bailey
---------------------------------
Name: Martha D. Bailey
Title: First Vice President
13
<PAGE> 1
Exhibit 4(n)
- --------------------------------------------------------------------------------
REGISTRATION RIGHTS AGREEMENT
Dated June 23, 1999
among
TRW INC.
and
GOLDMAN, SACHS & CO.
AS REPRESENTATIVE FOR THE INITIAL PURCHASERS
- --------------------------------------------------------------------------------
<PAGE> 2
THIS REGISTRATION RIGHTS AGREEMENT (the
"Agreement") is made and entered into on June 23,
1999, between TRW INC., an Ohio corporation (the
"Company"), and GOLDMAN, SACHS & CO., as the
representative (the "Representative") of the initial
purchasers as listed in Schedule II to the Purchase
Agreement (as defined below) (the "Initial
Purchasers").
This Agreement is made pursuant to the purchase agreement
dated June 18, 1999, between the Company and the Initial Purchasers (the
"Purchase Agreement"), which provides for the sale by the Company to the Initial
Purchasers of an aggregate of $575,000,000 principal amount of the Company's
Floating Rate Notes due 2000 (the "2000 Notes"), and an aggregate of
$425,000,000 principal amount of the Company's 6.45% Notes due 2001 (the "2001
Notes" and, together with the 2000 Notes, the "Securities"). In order to induce
the Initial Purchasers to enter into the Purchase Agreement, the Company has
agreed to provide to the Initial Purchasers and their direct and indirect
permitted transferees the registration rights set forth in this Agreement. The
execution of this Agreement is a condition to the closing under the Purchase
Agreement.
In consideration of the foregoing, the parties hereto agree as
follows:
1. DEFINITIONS. As used in this Agreement, the following
capitalized defined terms shall have the following meanings:
"1933 ACT" shall mean the Securities Act of 1933, as amended
from time to time.
"1934 ACT" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
"CLOSING DATE" shall mean the Closing Date as defined in the
Purchase Agreement.
"COMPANY" shall have the meaning set forth in the preamble and
shall also include the Company's successors.
"EXCHANGE OFFER" shall mean the exchange offer by the Company
of Exchange Securities for Registrable Securities pursuant to Section
2(a) hereof.
"EXCHANGE OFFER REGISTRATION" shall mean a registration under
the 1933 Act effected pursuant to Section 2(a) hereof.
"EXCHANGE OFFER REGISTRATION STATEMENT" shall mean an exchange
offer registration statement on Form S-4 (or, if applicable, on another
appropriate form) and all amendments and supplements to such
registration statement, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by
reference therein.
"EXCHANGE SECURITIES" shall mean securities issued by the
Company under the Indenture containing terms identical to the 2001
Notes (except that (i) interest thereon shall accrue from the last date
on which interest was paid on the 2001 Notes or, if no such interest
has been paid, from June 23, 1999, and (ii) the Exchange Securities
will not contain restrictions on transfer) and to be offered to Holders
of 2001 Notes in exchange for 2001 Notes pursuant to the Exchange
Offer.
"HOLDER" shall mean the Initial Purchasers, for so long as
they own any Registrable Securities, and each of their successors,
assigns and direct and indirect permitted transferees who become
registered owners of Registrable Securities under the Indenture;
PROVIDED that for purposes of Sections 4 and 5 of this Agreement, the
term "Holder" shall include Participating Broker-Dealers (as defined in
Section 4(a)).
"INDENTURE" shall mean the Indenture relating to the
Securities dated as of May 1, 1986, as supplemented and amended by the
First Supplemental Indenture dated as of August 24, 1989, the Second
Supplemental Indenture dated as of June 2, 1999, the Third Supplemental
Indenture dated as of June 2, 1999, the Fourth Supplemental Indenture
dated as of June 2, 1999, and the Fifth Supplemental Indenture dated
as of June 2,1999, the Sixth Supplemental Indenture dated as of June
23, 1999, and the Seventh Supplemental Indenture dated as of June 23,
1999, between the Company and The Chase Manhattan Bank, as successor
trustee to Mellon Bank, N.A., and as the same may be amended from time
to time in accordance with the terms thereof.
"INITIAL PURCHASERS" shall have the meaning set forth in the
preamble.
"MAJORITY HOLDERS" shall mean the Holders of a majority of the
aggregate principal amount of outstanding Registrable Securities.
<PAGE> 3
"PERSON" shall mean an individual, partnership, limited
liability company, corporation, trust or unincorporated organization,
or a government or agency or political subdivision thereof.
"PROSPECTUS" shall mean the prospectus included in a
Registration Statement, including any preliminary prospectus, and any
such prospectus as amended or supplemented by any prospectus
supplement, including a prospectus supplement with respect to the terms
of the offering of any portion of the Registrable Securities covered by
a Shelf Registration Statement, and by all other amendments and
supplements to such prospectus, and in each case including all material
incorporated by reference therein.
"PURCHASE AGREEMENT" shall have the meaning set forth in the
preamble.
"REGISTRABLE SECURITIES" shall mean the 2001 Notes; PROVIDED,
HOWEVER, that the 2001 Notes shall cease to be Registrable Securities
(i) when a Registration Statement with respect to such 2001 Notes shall
have been declared effective under the 1933 Act and such 2001 Notes
shall have been disposed of pursuant to such Registration Statement,
(ii) when such 2001 Notes have been sold to the public pursuant to Rule
144(k) (or any similar provision then in force, but not Rule 144A)
under the 1933 Act, (iii) when such 2001 Notes shall have ceased to be
outstanding or (iv) upon the consummation of the Exchange Offer but
only with respect to 2001 Notes held by a Holder that is eligible to
receive freely tradeable Exchange Securities in connection with the
Exchange Offer.
"REGISTRATION EXPENSES" shall mean any and all expenses
incident to performance of or compliance by the Company with this
Agreement, including without limitation: (i) all SEC, stock exchange or
National Association of Securities Dealers, Inc. registration and
filing fees, (ii) all fees and expenses incurred in connection with
compliance with state securities or blue sky laws (including reasonable
fees and disbursements of counsel for any underwriters or Holders in
connection with blue sky qualification of any of the Exchange
Securities or Registrable Securities, if required pursuant to this
Agreement), (iii) all expenses of any Persons engaged by the Company in
preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus, any amendments
or supplements thereto, any underwriting agreements, securities sales
agreements and other documents relating to the performance of and
compliance with this Agreement, (iv) all rating agency fees, (v) all
fees and disbursements relating to the qualification of the Indenture
under applicable securities laws, (vi) the reasonable fees and
disbursements of the Trustee and its counsel, (vii) the fees and
disbursements of counsel for the Company and, in the case of a Shelf
Registration Statement, the reasonable fees and disbursements of one
counsel for the Holders (which counsel shall be selected by the
Majority Holders and which counsel may also be counsel for the Initial
Purchasers) and (viii) the fees and disbursements of the independent
public accountants engaged by the Company, including the expenses of
any special audits or "cold comfort" letters required by or incident to
such performance and compliance, but excluding fees and expenses of
counsel to the underwriters (other than fees and expenses set forth in
clause (ii) above) or the Holders and underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or
disposition of Registrable Securities by a Holder.
"REGISTRATION STATEMENT" shall mean any registration statement
of the Company that covers any of the Exchange Securities or
Registrable Securities pursuant to the provisions of this Agreement and
all amendments and supplements to any such Registration Statement,
including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.
"SEC" shall mean the Securities and Exchange Commission.
"SHELF REGISTRATION" shall mean a registration effected
pursuant to Section 2(b) hereof.
"SHELF REGISTRATION STATEMENT" shall mean a "shelf"
registration statement of the Company pursuant to the provisions of
Section 2(b) of this Agreement which covers all of the Registrable
Securities (but no other securities unless approved by the Holders
whose Registrable Securities are covered by such Shelf Registration
Statement) on an appropriate form under Rule 415 under the 1933 Act, or
any similar rule that may be adopted by the SEC, and all amendments and
supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein,
all exhibits thereto and all material incorporated by reference
therein.
"TRUSTEE" shall mean the trustee with respect to the
Securities under the Indenture.
"UNDERWRITER" shall have the meaning set forth in Section 3
hereof.
"UNDERWRITTEN REGISTRATION" or "UNDERWRITTEN OFFERING" shall
mean a registration in which Registrable Securities are sold to an
Underwriter for reoffering to the public.
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<PAGE> 4
2. REGISTRATION UNDER THE 1933 ACT. (a) To the extent not
prohibited by any applicable law or applicable interpretation of the Staff of
the SEC, the Company shall use its reasonable best efforts to cause to be filed,
within 150 days of the Closing Date, an Exchange Offer Registration Statement
covering the offer by the Company to the Holders to exchange all of the
Registrable Securities for Exchange Securities, to have the Exchange Offer
Registration Statement declared effective within 180 days of the Closing Date
and to have such Registration Statement remain effective until the closing of
the Exchange Offer. The Company shall commence the Exchange Offer promptly after
the Exchange Offer Registration Statement has been declared effective by the SEC
and use its reasonable best efforts to consummate the Exchange Offer within 210
days of the Closing Date. The Company shall commence the Exchange Offer by
mailing the related Exchange Offer Prospectus and accompanying documents to each
Holder stating, in addition to such other disclosures as are required by
applicable law:
(i) that the Exchange Offer is being made pursuant to this
Registration Rights Agreement and that all Registrable Securities
validly tendered will be accepted for exchange;
(ii) the dates of acceptance for exchange (which shall be a
period of at least 20 business days from the date such notice is
mailed) (the "Exchange Dates");
(iii) that any Registrable Security not tendered will remain
outstanding and continue to accrue interest, but will not retain any
rights under this Registration Rights Agreement;
(iv) that Holders electing to have a Registrable Security
exchanged pursuant to the Exchange Offer will be required to surrender
such Registrable Security, together with the applicable letter of
transmittal, to the institution and at the address (located in the
Borough of Manhattan, The City of New York) specified in the notice
prior to the close of business on the last Exchange Date; and
(v) that Holders will be entitled to withdraw their election,
not later than the close of business on the last Exchange Date, by
sending to the institution and at the address (located in the Borough
of Manhattan, The City of New York) specified in the notice a telegram,
telex, facsimile transmission or letter setting forth the name of such
Holder, the principal amount of Registrable Securities delivered for
exchange and a statement that such Holder is withdrawing his election
to have such 2001 Notes exchanged.
As soon as practicable after the last Exchange Date, the
Company shall:
(i) accept for exchange Registrable Securities or portions
thereof tendered and not validly withdrawn pursuant to the Exchange
Offer; and
(ii) deliver, or cause to be delivered, to the Trustee for
cancellation all Registrable Securities or portions thereof so accepted
for exchange by the Company and issue, and cause the Trustee to
promptly authenticate and mail to each Holder, an Exchange Security
equal in principal amount to the principal amount of the Registrable
Securities surrendered by such Holder.
The Company shall use its reasonable best efforts to complete
the Exchange Offer as provided above and shall comply with the applicable
requirements of the 1933 Act, the 1934 Act and other applicable laws and
regulations in connection with the Exchange Offer. The Exchange Offer shall not
be subject to any conditions, other than (i) that the Exchange Offer does not
violate applicable law or any applicable interpretation of the Staff of the SEC
and (ii) there is no injunction, order or decree issued by any court or any
governmental agency that would prohibit, prevent or otherwise materially impair
the ability of the Company to proceed with the Exchange Offer. The Company shall
inform the Initial Purchasers of the names and addresses of the Holders to whom
the Exchange Offer is made, and the Initial Purchasers shall have the right,
subject to applicable law, to contact such Holders and otherwise facilitate the
tender of Registrable Securities in the Exchange Offer.
For a period of 90 days after the Exchange Date, the Company
shall also use its reasonable best efforts to make available a prospectus
meeting the requirements of the 1933 Act which may be the Prospectus contained
in the Exchange Offer Registration Statement or the Prospectus contained in a
Shelf Registration Statement, as such Registration Statements may be amended or
supplemented from time to time, to holders which are broker-dealers (and which
identify themselves as such) in connection with resales of Exchange Securities
received in exchange for Registrable Securities, where such Registrable
Securities were acquired by such broker-dealers as a result of market-making or
other trading activities; PROVIDED that each holder which is a broker-dealer
agrees that, upon receipt of notice from the Company of the occurrence of any
event which makes any statement in the Prospectus untrue in any material respect
or which requires the making of any changes in the Prospectus in order to make
the statements therein not misleading (which notice the Company agrees to
deliver promptly to such broker-dealer), such broker-dealer will suspend use of
the Prospectus until the Company has amended or supplemented the Prospectus to
correct such misstatement or omission and has furnished copies of the amended or
supplemented Prospectus to such broker-dealer. If the Company shall give any
such notice to suspend the use of the Prospectus, it shall extend the 90- day
period referred to above by the number of days during the period from and
including the date of the giving of
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<PAGE> 5
such notice to and including the date when broker-dealers shall have
received copies of the supplemented or amended Prospectus necessary to permit
resales of the Exchange Securities.
In the event that, at the Exchange Date, any of the Initial
Purchasers shall not have sold all of the Registrable Securities initially
purchased from the Company by such Initial Purchaser to unaffiliated investors,
upon such Initial Purchaser's request (made within 10 days after the Exchange
Date), the Company will use its best efforts to file promptly, or if so
requested by any Initial Purchaser, on a later date (which date shall not exceed
the date that is six months after the Exchange Date), a Shelf Registration
Statement or a post-effective amendment to the Exchange Offer Registration
Statement, if acceptable to the SEC, to register all such Registrable Securities
for all such Initial Purchasers. The Company will keep such Shelf Registration
Statement or other Registration Statement effective and make available to such
Initial Purchasers a Prospectus meeting the requirements of the 1933 Act for a
period of 120 days, PROVIDED that each such Initial Purchaser agrees that, upon
receipt of notice from the Company of the happening of any event which makes any
statement in the Prospectus untrue in any material respect or which requires the
making of any changes in the Prospectus in order to make the statements therein
not misleading (which notice the Company agrees to deliver promptly to such
Initial Purchasers), such Initial Purchaser will suspend use of the Prospectus
until the Company has amended or supplemented the Prospectus to correct such
misstatement or omission and has furnished copies of the amended or supplemented
Prospectus to such Initial Purchaser. If the Company shall give any such notice
to suspend the use of the Prospectus, it shall extend the 120-day period
referred to above by the number of days during the period from and including the
date of the giving of such notice to and including the date when Initial
Purchasers shall have received copies of the supplemented or amended Prospectus
necessary to permit sales of their 2001 Notes.
(b) In the event that (i) the Company determines that the Exchange
Offer Registration provided for in Section 2(a) above is not available or may
not be consummated as soon as practicable after the last Exchange Date because
it would violate applicable law or the applicable interpretations of the Staff
of the SEC or (ii) the Exchange Offer is not for any other reason consummated
within 210 days of the Closing Date the Company shall use its reasonable best
efforts to cause to be filed as soon as practicable after such determination or
date a Shelf Registration Statement providing for the sale by the Holders of all
of the Registrable Securities and to have such Shelf Registration Statement
declared effective by the SEC. The Company agrees to use its reasonable best
efforts to keep the Shelf Registration Statement continuously effective until
the expiration of the period referred to in Rule 144(k) with respect to the
Registrable Securities or such shorter period that will terminate when all of
the Registrable Securities covered by the Shelf Registration Statement have been
sold pursuant to the Shelf Registration Statement. The Company further agrees to
supplement or amend the Shelf Registration Statement if required by the rules,
regulations or instructions applicable to the registration form used by the
Company for such Shelf Registration Statement or by the 1933 Act or by any other
rules and regulations thereunder for shelf registration or if reasonably
requested by a Holder with respect to information relating to such Holder, and
to use its reasonable best efforts to cause any such amendment to become
effective and such Shelf Registration Statement to become usable as soon as
thereafter practicable. The Company agrees to furnish to the Holders of
Registrable Securities copies of any such supplement or amendment promptly after
its being used or filed with the SEC.
(c) The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2(a) and Section 2(b). Each
Holder shall pay all underwriting discounts and commissions and transfer taxes,
if any, relating to the sale or disposition of such Holder's Registrable
Securities pursuant to the Shelf Registration Statement and each Holder shall
pay all expenses of its counsel; PROVIDED, HOWEVER, that the Company will pay
the reasonable fees and disbursements of one counsel for the Initial Purchasers,
the Holders and any Participating Broker-Dealer (as defined below) with respect
to each sale of Registrable Securities in connection with any Shelf Registration
Statement; provided that such counsel shall be designated by the Representative.
(d) An Exchange Offer Registration Statement pursuant to
Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b)
hereof will not be deemed to have become effective unless it has been declared
effective by the SEC; PROVIDED, HOWEVER, that, if, after it has been declared
effective, the offering of Registrable Securities pursuant to a Shelf
Registration Statement is interfered with by any stop order, injunction or other
order or requirement of the SEC or any other governmental agency or court, such
Registration Statement will be deemed not to have become effective during the
period of such interference until the offering of Registrable Securities
pursuant to such Registration Statement may legally resume.
Additional interest (the "Additional Interest") with respect
to the 2001 Notes shall be assessed as follows if any of the following events
occur (each such event in clauses (i) through (iii) below a "Registration
Default"):
(i) If the Exchange Offer Registration Statement or Shelf
Registration Statement is not filed within 150 days following the
Closing Date, then commencing on the 151st day after the Closing Date,
Additional Interest shall be accrued on the 2001 Notes over and above
the accrued interest at a rate of .25% per annum; or
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<PAGE> 6
(ii) If an Exchange Offer Registration Statement or Shelf
Registration Statement is filed pursuant to (i) above and is not
declared effective within 180 days following the Closing Date, then
commencing on the 181st day after the Closing Date, Additional Interest
shall be accrued on the 2001 Notes over and above the accrued interest
at a rate of .25% per annum; or
(iii) If either (A) the Company has not exchanged Exchange
Securities for all 2001 Notes validly tendered in accordance with the
terms of the Exchange Offer on or prior to the earlier of (x) 45 days
after the date on which the Exchange Offer Registration Statement was
declared effective and (y) 210 days after the Closing Date, or (B) if
applicable, the Shelf Registration Statement has been declared
effective but such Shelf Registration Statement ceases to be effective
at any time prior to the earlier of (x) the expiration of the period
referred to in Rule 144(k) and (y) the sale of all the Registrable
Securities, then Additional Interest shall be accrued on the 2001
Notes over and above the accrued interest at a rate of .25% per annum
immediately following the earlier of the (x) 46th day after such
effective date and (y) the 211th day after the Closing Date, in the
case of (A) above, or (z) the day such Shelf Registration Statement
ceases to be effective in the case of (B) above:
PROVIDED, HOWEVER, that the Additional Interest rate on the 2001 Notes may in no
event exceed .25% per annum; and, PROVIDED, FURTHER, that (1) upon the filing of
the Exchange Offer Registration Statement or Shelf Registration Statement (in
the case of (i) above), (2) upon the effectiveness of the Exchange Offer
Registration Statement or Shelf Registration Statement (in the case of (ii)
above), or (3) upon the exchange of Exchange Securities for all 2001 Notes
tendered or upon the effectiveness of the Shelf Registration Statement which had
ceased to remain effective prior to the expiration of the period referred to in
(iii) above, Additional Interest on the 2001 Notes as a result of such clause
(i), (ii) or (iii) shall cease to accrue.
Any amounts of Additional Interest due pursuant to clauses
(i), (ii) or (iii) above will be payable in cash, on the same original payment
dates of the 2001 Notes. The amount of Additional Interest will be determined by
multiplying the applicable Additional Interest rate by the principal amount of
the 2001 Notes, multiplied by a fraction, the numerator of which is the number
of days such Additional Interest rate was applicable during such period
(determined on the basis of a 360-day year comprised of twelve 30-day months),
and the denominator of which is 360.
3. REGISTRATION PROCEDURES. In connection with the obligations
of the Company with respect to the Registration Statements pursuant to Section
2(a) and Section 2(b) hereof, the Company shall as expeditiously as possible:
(a) prepare and file with the SEC a Registration Statement on
the appropriate form under the 1933 Act, which form (x) shall be
selected by the Company, (y) shall, in the case of a Shelf
Registration, be available for the sale of the Registrable Securities
by the selling Holders thereof and (z) shall comply as to form in all
material respects with the requirements of the applicable form and
include all financial statements required by the SEC to be filed
therewith, and use its reasonable best efforts to cause such
Registration Statement to become effective and remain effective in
accordance with Section 2 hereof;
(b) prepare and file with the SEC such amendments and
post-effective amendments to each Registration Statement as may be
necessary to keep such Registration Statement effective for the
applicable period and cause each Prospectus to be supplemented by any
required prospectus supplement and, as so supplemented, to be filed
pursuant to Rule 424 under the 1933 Act; to keep each Prospectus
current during the period described under Section 4(3) and Rule 174
under the 1933 Act that is applicable to transactions by brokers or
dealers with respect to the Registrable Securities or Exchange
Securities;
(c) in the case of a Shelf Registration, furnish to each
Holder of Registrable Securities, to counsel for the Initial
Purchasers, to counsel for the Holders and to each Underwriter of an
Underwritten Offering of Registrable Securities, if any, without
charge, as many copies of each Prospectus, including each preliminary
Prospectus, and any amendment or supplement thereto and such other
documents as such Holder or Underwriter may reasonably request, in
order to facilitate the public sale or other disposition of the
Registrable Securities; and, subject to the terms hereof, the Company
consents to the use of such Prospectus and any amendment or supplement
thereto in accordance with applicable law by each of the selling
Holders of Registrable Securities and any such Underwriters in
connection with the offering and sale of the Registrable Securities
covered by and in the manner described in such Prospectus or any
amendment or supplement thereto in accordance with applicable law;
(d) use its best efforts to register or qualify the
Registrable Securities under all applicable state securities or "blue
sky" laws of such jurisdictions as any Holder of Registrable Securities
covered by a Registration Statement shall reasonably request in writing
by the time the applicable Registration Statement is declared effective
by the SEC, to cooperate with such Holders in connection with any
filings required to be made with the National Association of Securities
Dealers, Inc. and do any and all other acts and things which
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<PAGE> 7
may be reasonably necessary or advisable to enable such Holder to
consummate the disposition in each such jurisdiction of such
Registrable Securities owned by such Holder; PROVIDED, HOWEVER, that
the Company shall not be required to (i) qualify as a foreign
corporation or as a dealer in securities in any jurisdiction
where it would not otherwise be required to qualify but for this
Section 3(d), (ii) file any general consent to service of process or
(iii) subject itself to taxation in any such jurisdiction if it is not
so subject;
(e) in the case of a Shelf Registration, notify each Holder
of Registrable Securities, counsel for the Holders and counsel for the
Initial Purchasers promptly and, if requested by any such Holder or
counsel, confirm such advice in writing (i) when a Registration
Statement has become effective and when any post-effective amendment
thereto has been filed and becomes effective, (ii) of any request by
the SEC or any state securities authority for amendments and
supplements to a Registration Statement and Prospectus or for
additional information after the Registration Statement has become
effective, (iii) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of a
Registration Statement or the initiation of any proceedings for that
purpose, (iv) if, between the effective date of a Registration
Statement and the closing of any sale of Registrable Securities covered
thereby, the representations and warranties of the Company contained in
any underwriting agreement, securities sales agreement or other similar
agreement, if any, relating to the offering cease to be true and
correct in all material respects or if the Company receives any
notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation
of any proceeding for such purpose, (v) of the happening of any event
during the period a Shelf Registration Statement is effective which
makes any statement made in such Registration Statement or the related
Prospectus untrue in any material respect or which requires the making
of any changes in such Registration Statement or Prospectus in order to
make the statements therein not misleading; provided that, except as
otherwise provided herein, the Company shall not be required to provide
the Holders with any information as to any facts or events referred to
in this clause (e)(v), and (vi) of any determination by the Company
that a post-effective amendment to a Registration Statement would be
appropriate;
(f) make every reasonable effort to obtain the withdrawal of
any order suspending the effectiveness of a Registration Statement at
the earliest possible moment and provide prompt notice to each Holder
of the withdrawal of any such order;
(g) in the case of a Shelf Registration, furnish to each
Holder of Registrable Securities, without charge, at least one
conformed copy of each Registration Statement and any post-effective
amendment thereto (without documents incorporated therein by reference
or exhibits thereto, unless requested);
(h) in the case of a Shelf Registration, cooperate with the
selling Holders of Registrable Securities to facilitate the timely
preparation and delivery of certificates representing Registrable
Securities to be sold and not bearing any restrictive legends and
enable such Registrable Securities to be in such denominations
(consistent with the provisions of the Indenture) and registered in
such names as the selling Holders may reasonably request at least two
business days prior to the closing of any sale of Registrable
Securities;
(i) in the case of a Shelf Registration, upon the occurrence
of any event contemplated by Section 3(e)(v) hereof, use its reasonable
best efforts to prepare and file with the SEC a supplement or
post-effective amendment to a Registration Statement or the related
Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities, such Prospectus will not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The Company
agrees to notify the Holders to suspend use of the Prospectus as
promptly as practicable after the occurrence of such an event, and the
Holders hereby agree to suspend use of the Prospectus until the Company
has amended or supplemented the Prospectus to correct such misstatement
or omission;
(j) a reasonable time prior to the filing of any Registration
Statement, any Prospectus, any amendment to a Registration Statement or
amendment or supplement to a Prospectus or any document which is to be
incorporated by reference into a Registration Statement or a Prospectus
after initial filing of a Registration Statement, provide copies of
such document to the Initial Purchasers and their counsel (and, in
the case of a Shelf Registration Statement, the Holders and their
counsel) and make such of the representatives of the Company as shall
be reasonably requested by the Initial Purchasers or their counsel
(and, in the case of a Shelf Registration Statement, the Holders or
their counsel) available for discussion of such document, and shall not
at any time file or make any amendment to the Registration Statement,
any Prospectus or any amendment of or supplement to a Registration
Statement or a Prospectus or any document which is to be incorporated
by reference into a Registration Statement or a Prospectus, of which
the Representative and its counsel (and, in the case of a Shelf
Registration Statement, the Holders and their counsel) shall not have
previously been advised and furnished a copy or to which the
Representative or its counsel (and, in the case of a Shelf Registration
Statement, the Holders or their counsel) shall reasonably
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<PAGE> 8
object, except for any amendment or supplement or document (a copy of
which has been previously furnished to the Representative and its
counsel (and, in the case of a Shelf Registration Statement, the
Holders and their counsel)) which counsel to the Company shall advise
the Company is required in order to comply with applicable law;
(k) obtain a CUSIP number, an ISIN number and a Euroclear
common code for all Exchange Securities or Registrable Securities, as
the case may be, not later than the effective date of a Registration
Statement;
(l) cause the Indenture to become and remain qualified under
the Trust Indenture Act of 1939, as amended (the "TIA"), in connection
with the registration of the Exchange Securities or Registrable
Securities, as the case may be, cooperate with the Trustee and the
Holders to effect such changes to the Indenture as may be required for
the Indenture to become and remain so qualified in accordance with the
terms of the TIA and execute, and use its reasonable best efforts to
cause the Trustee to execute, all documents as may be required to
effect such changes and all other forms and documents required to be
filed with the SEC to enable the Indenture to be so qualified in a
timely manner;
(m) in the case of a Shelf Registration, make available for
inspection by a representative of the Holders of the Registrable
Securities reasonably acceptable to the Company, any Underwriter
participating in any disposition pursuant to such Shelf Registration
Statement, and attorneys and accountants designated by the Holders and
reasonably acceptable to the Company, at reasonable times and in a
reasonable manner, all material financial and other records, pertinent
documents and properties of the Company, and cause the respective
officers, directors and employees of the Company to supply all
information reasonably requested by any such representative,
Underwriter, attorney or accountant in connection with a Shelf
Registration Statement; PROVIDED, HOWEVER, that each such party shall
be required to maintain in confidence and not to disclose to any other
person any information or records reasonably designated by the Company
in writing as being confidential, until such time as (i) such
information becomes a matter of public record (whether by virtue of its
inclusion in such registration statement or otherwise), or (ii) such
person shall be required so to disclose such information pursuant to a
subpoena or order of any court or other governmental agency or body
having jurisdiction over the matter (subject to the requirements of
such order, and only after such person shall have given the Company
prompt prior written notice of such requirement and the opportunity to
contest the same or seek an appropriate protective order), or (iii)
such information is required to be set forth in such registration
statement or the prospectus included therein or in an amendment to such
registration statement or an amendment or supplement to such prospectus
in order that such registration statement, prospectus, amendment or
supplement, as the case may be, does not contain an untrue statement of
a material fact or omit to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading;
(n) in the case of a Shelf Registration, use its reasonable
best efforts to cause all Registrable Securities to be listed on any
securities exchange on which securities issued by the Company of the
same class are then listed if requested by the Majority Holders, to the
extent such Registrable Securities satisfy applicable listing
requirements;
(o) use its reasonable best efforts to cause the Exchange
Securities or Registrable Securities, as the case may be, to be rated
by two nationally recognized statistical rating organizations (as such
term is defined in Rule 436(g)(2) under the 1933 Act);
(p) if reasonably requested by any Holder of Registrable
Securities covered by a Registration Statement, (i) promptly
incorporate in a Prospectus supplement or post-effective amendment such
information with respect to such Holder as such Holder reasonably
requests to be included therein and (ii) make all required filings of
such Prospectus supplement or such post-effective amendment promptly
after the Company has received notification of the matters to be
incorporated in such filing; and
(q) in the case of a Shelf Registration, enter into such
customary agreements and take such other actions in connection
therewith (including those reasonably requested by the Holders of a
majority of the Registrable Securities being sold) reasonably necessary
to expedite or facilitate the disposition of such Registrable
Securities including, but not limited to, an Underwritten Offering and
in such connection, (i) to the extent possible, make such
representations and warranties to the Holders and any Underwriters of
such Registrable Securities with respect to the business of the Company
and its subsidiaries, the Registration Statement, Prospectus and
documents incorporated by reference or deemed incorporated by
reference, if any, in each case, in form, substance and scope as are
customarily made by issuers to underwriters in underwritten offerings
of this type and confirm the same if and when requested, (ii) obtain
opinions of counsel to the Company (which counsel and opinions, in
form, scope and substance, shall be reasonably satisfactory to the
Holders and such Underwriters and their respective counsel) addressed
to each selling Holder and Underwriter of Registrable Securities,
covering the matters customarily covered in opinions requested in
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<PAGE> 9
underwritten offerings of this type, (iii) obtain "cold comfort"
letters from the independent certified public accountants of the
Company (and, if necessary, any other certified public accountant of
any subsidiary of the Company, or of any business acquired by the
Company for which financial statements and financial data are or are
required to be included in the Registration Statement) addressed to
each selling Holder and Underwriter of Registrable Securities, such
letters to be in customary form and covering matters of the type
customarily covered in "cold comfort" letters in connection with
underwritten offerings of this type, and (iv) deliver such documents
and certificates as may be reasonably requested by the Holders of a
majority in principal amount of the Registrable Securities being sold
or the Underwriters, and which are customarily delivered in
underwritten offerings, to evidence the continued validity of the
representations and warranties of the Company made pursuant to clause
(i) above and to evidence compliance with any customary conditions
contained in an underwriting agreement.
In the case of a Shelf Registration Statement, as a condition
to any Holder's participation in the Shelf Registration, the Company may require
such Holder of Registrable Securities to furnish to the Company such information
regarding the Holder and the proposed distribution by such Holder of such
Registrable Securities as the Company may from time to time reasonably request
in writing.
In the case of a Shelf Registration Statement, each Holder as
a condition to any Holder's participation in the Shelf Registration, agrees
that, upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 3(e)(v) hereof, such Holder will forthwith
discontinue disposition of Registrable Securities pursuant to a Registration
Statement until such Holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 3(i) hereof, and, if so directed by
the Company, such Holder will deliver to the Company (at its expense) all copies
in its possession, other than permanent file copies then in such Holder's
possession, of the Prospectus covering such Registrable Securities current at
the time of receipt of such notice and shall not use such Registration Statement
or Prospectus until amended or supplemented. If the Company shall give any such
notice to suspend the disposition of Registrable Securities pursuant to a
Registration Statement, the Company shall extend the period during which the
Registration Statement shall be maintained effective pursuant to this Agreement
by the number of days during the period from and including the date of the
giving of such notice to and including the date when the Holders shall have
received copies of the supplemented or amended Prospectus necessary to resume
such dispositions. The Company may give any such notice suspending use of the
Shelf Registration Statement only twice during any 365 day period and any such
suspensions during such 365 day period may not exceed 60 days in the aggregate
for each such 365 day period and there may not be more than two suspensions in
effect during any 365 day period. In the event that the aggregate number of days
in any consecutive 365 day period for which all such notices are issued and
effective exceeds 60 days in the aggregate, the Company will be obligated to pay
Additional Interest on the Registrable Securities in an amount equal to .25% per
annum in respect of the 2001 Notes that constitute Registrable Securities.
Upon the Company declaring that the Shelf Registration Statement is usable
after the period of time described in the preceding sentence the accrual of
Additional Interest shall cease; provided, however, that if after any such
cessation of the accrual of Additional Interest the Shelf Registration
Statement again ceases to be usable beyond the period permitted above,
Additional Interest will again accrue pursuant to the foregoing provisions.
The Holders of Registrable Securities covered by a Shelf
Registration Statement who desire to do so may sell such Registrable Securities
in an Underwritten Offering. In any such Underwritten Offering, the investment
banker or investment bankers and manager or managers (the "Underwriters") that
will administer the offering will be selected by the Majority Holders of the
Registrable Securities included in such offering.
4. PARTICIPATION OF BROKER-DEALERS IN EXCHANGE OFFER. (a) The
Staff of the SEC has taken the position that any broker-dealer that receives
Exchange Securities for its own account in the Exchange Offer in exchange for
2001 Notes that were acquired by such broker-dealer as a result of market-making
or other trading activities (a "Participating Broker-Dealer"), may be deemed to
be an "underwriter" within the meaning of the 1933 Act and must deliver a
prospectus meeting the requirements of the 1933 Act in connection with any
resale of such Exchange Securities.
The Company understands that it is the Staff's position that
if the Prospectus contained in the Exchange Offer Registration Statement
includes a plan of distribution containing a statement to the above effect and
the means by which Participating Broker-Dealers may resell the Exchange
Securities, without naming the Participating Broker-Dealers or specifying the
amount of Exchange Securities owned by them, such Prospectus may be delivered by
Participating Broker-Dealers to satisfy their prospectus delivery obligation
under the 1933 Act in connection with resales of Exchange Securities for their
own accounts, so long as the Prospectus otherwise meets the requirements of the
1933 Act.
(b) In light of the above, notwithstanding the other
provisions of this Agreement, the Company agrees that the provisions of this
Agreement as they relate to a Shelf Registration shall also apply to an Exchange
Offer Registration to the extent, and with such reasonable modifications thereto
as may be, reasonably requested by the Initial Purchasers or by one or more
Participating Broker-Dealers, in each case as provided in clause (ii) below, in
8
<PAGE> 10
order to expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited
in Section 4(a) above; PROVIDED that:
(i) the Company shall not be required to amend or supplement
the Prospectus contained in the Exchange Offer Registration Statement,
as would otherwise be contemplated by Section 3(i), for a period
exceeding 180 days after the last Exchange Date (as such period may be
extended pursuant to the penultimate paragraph of Section 3 of this
Agreement) and Participating Broker-Dealers shall not be authorized by
the Company to deliver and shall not deliver such Prospectus after such
period in connection with the resales contemplated by this Section 4;
and
(ii) the application of the Shelf Registration procedures set
forth in Section 3 of this Agreement to an Exchange Offer Registration,
to the extent not required by the positions of the Staff of the SEC or
the 1933 Act and the rules and regulations thereunder, will be in
conformity with the reasonable request to the Company by the Initial
Purchasers or with the reasonable request in writing to the Company by
one or more broker-dealers who certify to the Initial Purchasers and
the Company in writing that they anticipate that they will be
Participating Broker-Dealers; and PROVIDED FURTHER that, in connection
with such application of the Shelf Registration procedures set forth in
Section 3 to an Exchange Offer Registration, the Company shall be
obligated (x) to deal only with one entity representing the
Participating Broker-Dealers, which shall be Goldman, Sachs & Co.
unless it elects not to act as such representative, (y) subject to
Section 2(c), to pay the fees and expenses of only one counsel
representing the Participating Broker-Dealers and (z) to cause to be
delivered only one, if any, "cold comfort" letter with respect to the
Prospectus in the form existing on the last Exchange Date and with
respect to each subsequent amendment or supplement, if any, effected
during the period specified in clause (i) above.
(c) The Initial Purchasers shall have no liability to the
Company or any Holder with respect to any request that it may make pursuant to
Section 4(b) above.
5. INDEMNIFICATION AND CONTRIBUTION.
(a) The Company agrees to indemnify and hold harmless the
Initial Purchasers, each Holder and each Person, if any, who controls any
Initial Purchaser or any Holder within the meaning of either Section 15 of the
1933 Act or Section 20 of the 1934 Act, against any and all losses, claims,
damages and liabilities, joint or several (including amounts paid in settlement
of any litigation if such settlement is effected with the written consent of the
Company), to which they or any of them may become subject under the Act, the
Exchange Act or other state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement (or
any amendment thereto) pursuant to which Exchange Securities or Registrable
Securities were registered under the 1933 Act, including all documents
incorporated therein by reference, or arise out of or are based upon any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in any Prospectus (as amended or supplemented if
the Company shall have furnished any amendments or supplements thereto), or
arise out of or are based upon any omission or alleged omission to state therein
a material fact necessary to make the statements therein in light of the
circumstances under which they were made not misleading, and agrees to reimburse
each such indemnified party for any and all legal or other expenses (including,
but not limited to, fees and disbursements of counsel chosen by Goldman, Sachs &
Co.) reasonably incurred in connection with investigating or defending any such
loss, claim, damage, liability or action; provided, however, that the Company
will not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information furnished to the
Company in writing by Goldman, Sachs & Co. or any selling Holder expressly for
use therein. In connection with any Underwritten Offering permitted by Section
3, the Company will also indemnify the Underwriters, if any, selling brokers,
dealers and similar securities industry professionals participating in the
distribution, their officers and directors and each Person who controls such
Persons (within the meaning of the 1933 Act and the 1934 Act) to the same extent
as provided above with respect to the indemnification of the Holders, if
requested in connection with any Registration Statement. This indemnity
agreement will be in addition to any liability which the Company may otherwise
have.
(b) Each Holder agrees, severally and not jointly, to
indemnify and hold harmless the Company, the Initial Purchasers and the other
selling Holders, and each of their respective directors, officers who sign the
Registration Statement and each Person, if any, who controls the Company, any
Initial Purchaser and any other selling Holder within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as
the foregoing indemnity from the Company to the Initial Purchasers and the
Holders, but only with reference to information relating to such Holder
furnished to the Company in writing by such Holder expressly for use in any
Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto). This indemnity agreement will be in addition
to any liability which any Holder may otherwise have.
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<PAGE> 11
(c) Promptly after receipt by an indemnified party under this
Section 5 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party, under this Section 5, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party,
otherwise than under subparagraphs (a) and (b) of this Section 5. In case any
such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein, and to the extent that it may elect by written
notice delivered to the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified party; provided, however, that if
the defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, the indemnified party, or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and approval by
the indemnified party, of counsel, the indemnifying party will not be liable to
such indemnified party under this Section 5 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel
in connection with the assertion of legal defenses in accordance with the
proviso to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel, approved by Goldman, Sachs & Co. in the case of paragraph (a)
of this Section 5, representing the indemnified parties under such paragraph
(a) who are parties to such action), (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement of the
action or (iii) the indemnifying party has authorized the employment of counsel
for the indemnified party at the expense of the indemnifying party; and except
that, if clause (i) or (iii) is applicable, such liability shall be only in
respect of the counsel referred to in such clause (i) or (iii).
(d) To the extent the indemnification provided for in this
Section 5 is unavailable to an indemnified party under paragraph (a) or (b)
hereof or insufficient in respect of any losses, claims, damages or liabilities,
then each indemnifying party in lieu of indemnifying such indemnified party
thereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party or parties on the one hand and of the indemnified party or parties on the
other hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company and the Holders shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or by the Holders
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Holders'
respective obligations to contribute pursuant to this Section 5(d) are several
in proportion to the respective principal amount of Registrable Securities of
such Holder that were registered pursuant to a Registration Statement.
(e) The Company and each Holder agree that it would not be
just or equitable if contribution pursuant to this Section 5 were determined by
PRO RATA allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) above. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in paragraph (d) above shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 5, no Holder shall be required to indemnify or
contribute any amount in excess of the amount by which the total price at which
Registrable Securities were sold by such Holder exceeds the amount of any
damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. The remedies provided for in this
Section 5 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.
The indemnity and contribution provisions contained in this
Section 5 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of the Initial Purchasers, any Holder or any Person controlling any Initial
Purchaser or any Holder, or by or on behalf of the Company, its officers or
directors or any Person controlling the Company, (iii) acceptance of any of the
Exchange Securities and (iv) any sale of Registrable Securities pursuant to a
Shelf Registration Statement.
6. MISCELLANEOUS. (a) NO INCONSISTENT AGREEMENTS. The Company
has not entered into, and on or after the date of this Agreement will not enter
into, any agreement which is inconsistent with the rights granted to the Holders
of Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. The rights
10
<PAGE> 12
granted to the Holders hereunder do not in any way conflict with and are
not inconsistent with the rights granted to the holders of the Company's other
issued and outstanding securities under any such agreements.
(b) AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of Holders
of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement,
waiver or consent.
(c) NOTICES. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Initial
Purchasers, the address set forth in the Purchase Agreement; and (ii) if to the
Company, initially at the Company's address set forth in the Purchase Agreement
and thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 6(c).
All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
business days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied; and
on the next business day if timely delivered to an air courier guaranteeing
overnight delivery.
Copies of all such notices, demands, or other communications
shall be concurrently delivered by the Person giving the same to the Trustee, at
the address specified in the Indenture.
(d) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; PROVIDED that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement. If any
transferee of any Holder shall acquire Registrable Securities, in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all of the terms of this Agreement, and by taking and holding
such Registrable Securities such Person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement and such Person shall be entitled to receive the benefits hereof. The
Initial Purchasers (in their capacity as Initial Purchasers) shall have no
liability or obligation to the Company with respect to any failure by a Holder
to comply with, or any breach by any Holder of, any of the obligations of such
Holder under this Agreement.
(e) PURCHASES AND SALES OF SECURITIES. The Company shall not,
and shall use its best efforts to cause its affiliates (as defined in Rule 405
under the 1933 Act) not to, purchase and then resell or otherwise transfer any
Securities.
(f) THIRD PARTY BENEFICIARY. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights or the rights of Holders hereunder.
(g) COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(h) HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
(i) GOVERNING LAW. This Agreement shall be governed by the
laws of the State of New York.
(j) SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.
11
<PAGE> 13
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
TRW INC.,
By /s/ Ronald P. Vargo
---------------------------
Name: Ronald P. Vargo
Title: Vice President and Treasurer
Confirmed and accepted on behalf of
the Initial Purchasers as of
the date first above written:
GOLDMAN, SACHS & CO.
By /s/ Goldman, Sachs & Co.
-------------------------
(GOLDMAN, SACHS & CO.)
<PAGE> 1
EXHIBIT 5
July 20, 1999
TRW Inc.
1900 Richmond Road
Cleveland, Ohio 44124
Ladies and Gentlemen:
As General Counsel of TRW Inc. ("TRW"), I am delivering this opinion in
connection with the preparation and filing with the Securities and Exchange
Commission of a Registration Statement on Form S-4 (the "Registration
Statement") to effect the registration under the Securities Act of 1933, as
amended, of the following Securities of TRW: (i) $425,000,000 aggregate
principal amount of 6.45% Exchange Notes due 2001, (ii) $400,000,000 aggregate
principal amount of 6 1/2% Exchange Notes Due 2002, (iii) $700,000,000 aggregate
principal amount of 6 5/8% Exchange Notes Due 2004, (iv) $750,000,000 aggregate
principal amount of 7 1/8% Exchange Notes Due 2009 and (v) $550,000,000
aggregate principal amount of 7 3/4% Exchange Debentures Due 2029 (referred to
hereinafter as the "Registered Securities"), to be issued in exchange for TRW's
outstanding (i) $425,000,000 aggregate principal amount of 6.45% Notes due 2001,
(ii) $400,000,000 aggregate principal amount of 6 1/2% Notes Due 2002, (iii)
$700,000,000 aggregate principal amount of 6 5/8% Notes Due 2004, (iv)
$750,000,000 aggregate principal amount of 7 1/8% Notes Due 2009 and (v)
$550,000,000 aggregate principal amount of 7 3/4% Debentures Due 2029 (referred
to herein as the "Outstanding Securities").
I am familiar with TRW's Amended Articles of Incorporation and Regulations, in
each case as amended to date. I am also familiar with the corporate proceedings
taken by the Board of Directors of TRW to authorize the filing of the
Registration Statement and the issuance of the Registered Securities, and I have
examined, or caused to be examined, such other records, documents and
instruments as in my judgment are necessary or appropriate to enable me to
render the opinion expressed below.
Based upon the foregoing, I am of the opinion that the Registered Securities,
when duly executed, authenticated and delivered in exchange for the Outstanding
Securities, will be validly issued and will be valid and
<PAGE> 2
July 20, 1999
Page 2
binding obligations of TRW in accordance with their terms, subject to applicable
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other
laws affecting creditors' rights generally from time to time in effect.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me under the heading "Validity of Securities"
in the Prospectus included as part of the Registration Statement.
Sincerely,
/s/ William B. Lawrence
William B. Lawrence
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Experts" and
"Selected Financial Data -- TRW Inc." in the Registration Statement on Form S-4
and related Prospectus of TRW Inc. for the registration of $425,000,000
aggregate principal amount of its 6.45% Exchange Notes due 2001, $400,000,000
aggregate principal amount of its 6 1/2% Exchange Notes Due 2002, $700,000,000
aggregate principal amount of its 6 5/8% Exchange Notes Due 2004, $750,000,000
aggregate principal amount of its 7 1/8% Exchange Notes Due 2009 and
$550,000,000 aggregate principal amount of its 7 3/4% Exchange Debentures Due
2029, and to the incorporation by reference therein of our report dated
January 19, 1999 with respect to the consolidated financial statements of TRW
Inc. included in its Annual Report on Form 10-K for the year ended December 31,
1998, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Cleveland, Ohio
July 19, 1999
<PAGE> 1
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our Firm under the caption "Experts" in the
Registration Statement on Form S-4 and related Prospectus of TRW Inc. for the
registration of $425,000,000 aggregate principal amount of 6.45% Exchange Notes
due 2001, $400,000,000 aggregate principal amount of 6 1/2% Exchange Notes Due
2002, $700,000,000 aggregate principal amount of 6 5/8% Exchange Notes Due 2004,
$750,000,000 aggregate principal amount of 7 1/8% Exchange Notes Due 2009 and
$550,000,000 aggregate principal amount of 7 3/4% Exchange Debentures Due 2029,
and to the incorporation by reference therein of our report dated 24 March 1999,
with respect to the consolidated balance sheets of LucasVarity plc and its
subsidiaries as of January 31, 1999 and 1998, and related consolidated
statements of income, total recognised gains and losses, changes in
shareholders' equity and cash flows for each of the years in the two-year period
ended January 31, 1999 and related schedule, which report appears in the Form
8-K/A of TRW Inc. dated May 17, 1999.
/s/ KPMG AUDIT PLC
KPMG AUDIT PLC
London, England
July 19, 1999
<PAGE> 1
EXHIBIT 23(c)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firms under the captions "Experts"
and "Selected Financial Data--Lucas Varity plc." in the Registration Statement
on Form S-4 and related Prospectus of TRW Inc. for the registration of
$425,000,000 aggregate principal amount of its 6.45% Exchange Notes due 2001,
$400,000,000 aggregate principal amount of its 6 1/2% Exchange Notes Due 2002,
$700,000,000 aggregate principal amount of its 6 5/8% Exchange Notes Due 2004,
$750,000,000 aggregate principal amount of its 7 1/8% Exchange Notes Due 2009
and $550,000,000 aggregate principal amount of its 7 3/4% Exchange Debentures
Due 2029, and to the incorporation by reference therein of our report dated
April 15, 1997, except for Note 2--Accounting Policies, Prior period financial
information, as to which the date is May 14, 1999, with respect to the
consolidated statements of income, total recognised gains and losses, changes in
shareholders' equity and cash flows and related schedule of LucasVarity plc and
its subsidiaries for the six months ended January 31, 1997, which report appears
in the Form 8-K/A of TRW Inc. dated May 17, 1999.
/s/ ERNST & YOUNG /s/ KPMG AUDIT PLC
ERNST & YOUNG KPMG AUDIT PLC
London, England
July 19, 1999
<PAGE> 1
EXHIBIT 23(d)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Experts"
and "Selected Financial Data -- LucasVarity plc" in the Registration Statement
(Form S-4) and related Prospectus of TRW Inc. for the registration of
$425,000,000 aggregate principal amount of its 6.45% Exchange Notes due 2001,
$400,000,000 aggregate principal amount of its 6 1/2% Exchange Notes Due 2002,
$700,000,000 aggregate principal amount of its 6 5/8% Exchange Notes Due 2004,
$750,000,000 aggregate principal amount of its 7 1/8% Exchange Notes Due 2009
and $550,000,000 aggregate principal amount of its 7 3/4% Exchange Debentures
Due 2029, and to the incorporation by reference therein of our report dated
October 8, 1996, except for Note 2--Accounting Policies, Prior period financial
information, as to which the date is May 14, 1999, with respect to the
consolidated financial statements and schedule of LucasVarity plc for the year
ended July 31, 1996, included in the current report on Form 8-K/A of TRW Inc.
dated May 17, 1999.
/s/ ERNST & YOUNG
ERNST & YOUNG
London, England
July 19, 1999
<PAGE> 1
EXHIBIT 23(f)
CONSENT OF INDEPENDENT APPRAISER
We consent to the references made to us and/or our appraisal under the
caption "Independent Appraiser" in the Registration Statement on Form S-4 and
related Prospectus of TRW Inc. for the registration of $425,000,000 aggregate
principal amount of 6.45% Exchange Notes due 2001, $400,000,000 aggregate
principal amount of 6 1/2% Exchange Notes Due 2002, $700,000,000 aggregate
principal amount of 6 5/8% Exchange Notes Due 2004, $750,000,000 aggregate
principal amount of 7 1/8% Exchange Notes Due 2009 and $550,000,000 aggregate
principal amount of 7 3/4% Exchange Debentures Due 2029. In giving this consent,
we do not thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission.
AMERICAN APPRAISAL ASSOCIATES, INC.
By /s/ Ronald M. Goergen
--------------------------------
Ronald M. Goergen
President
Milwaukee, Wisconsin
July 20, 1999
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
Directors and Certain Officers of
TRW Inc.
THE UNDERSIGNED Directors and Officers of TRW Inc., an Ohio corporation (the
"Corporation"), which anticipates filing with the Securities and Exchange
Commission, Washington, D.C. (the "Commission"), under the provisions of the
Securities Act of 1933, as amended (the "Securities Act"), a Registration
Statement for the purpose of registering under the Securities Act debt
securities of the Corporation in an aggregate principal amount which shall not
exceed U.S.$5 billion (or the equivalent thereof in foreign currencies or any
combination thereof), hereby constitute and appoint D. B. Goldston, W. B.
Lawrence, D. F. Menz, K. A. Weigand and J. L. Manning, Jr., and each of them, as
attorneys for the undersigned, with full power of substitution and
resubstitution, for and in the name, place and stead of the undersigned, to
prepare or cause to be prepared, to execute, file and register such Registration
Statement and any and all supplements, amendments (including post-effective
amendments) and exhibits thereto and any and all applications and other
documents to be filed with the Commission or elsewhere pertaining to the
registration of such debt securities, including, without limitation, any reports
to be filed under the Securities Exchange Act of 1934, as amended, with full
power and authority to do and perform any and all acts and things and execute
any and all documents and instruments which such attorneys may deem necessary
and appropriate in connection with the registration.
EXECUTED the dates set forth below.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ J. T. Gorman /s/ C. G. Miller /s/ Thomas A. Connell
- ----------------------------- ------------------------------ ---------------------
J. T. Gorman, C. G. Miller, T. A. Connell, Vice President
Chairman of the Board, Executive Vice President and Controller
Chief Executive Officer and Chief Financial Officer April 28, 1999
and Director April 28, 1999
April 28, 1999
/s/ Michael H. Armacost /s/ M. Felstein /s/ Robert M. Gates
- ----------------------------- ------------------------------ ---------------------
M. H. Armacost, Director M. Feldstein, Director R. M. Gates, Director
April 28, 1999 April 28, 1999 April 28, 1999
/s/ George H. Heilmeier /s/ K. N. Horn /s/ E. B. Jones
- ----------------------------- ------------------------------ ---------------------
G. H. Heilmeier, Director K. N. Horn, Director E. B. Jones, Director
April 28, 1999 April 28, 1999 April 28, 1999
/s/ W. S. Kiser /s/ D. B. Lewis /s/ L. M. Martin
- ----------------------------- ------------------------------ ---------------------
W. S. Kiser, Director D. B. Lewis, Director L. M. Martin, Director
April 28, 1999 April 28, 1999 April 28, 1999
/s/ Richard W. Pogue
- ----------------------------- ------------------------------
J. D. Ong, Director R. W. Pogue, Director
April 28, 1999 April 28, 1999
</TABLE>
<PAGE> 1
Exhibit 25
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
TRW INC.
(Exact name of obligor as specified in its charter)
OHIO 34-0575430
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1900 RICHMOND ROAD
CLEVELAND, OHIO (216)291-7522 44124
(Address of principal executive offices) (Zip Code)
--------------------------------------------
DEBT SECURITIES
(Title of the indenture securities)
----------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8th day of July, 1999.
THE CHASE MANHATTAN BANK
By /s/ Ronald J. Halleran
-----------------------------
/s/ Ronald J. Halleran
Assistant Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1999, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin .................................... $ 15,364
Interest-bearing balances ............................ 3,811
Securities:
Held to maturity securities ............................... 1,084
Available for sale securities ............................. 49,894
Federal funds sold and securities purchased under
agreements to resell ................................. 27,638
Loans and lease financing receivables:
Loans and leases, net of unearned income $131,839
Less: Allowance for loan and lease losses 2,642
Less: Allocated transfer risk reserve ... 0
Loans and leases, net of unearned income, --------
allowance, and reserve ............................... 129,197
Trading Assets ............................................ 45,483
Premises and fixed assets (including capitalized
leases) .............................................. 3,124
Other real estate owned ................................... 242
Investments in unconsolidated subsidiaries and
associated companies ................................. 171
Customers' liability to this bank on acceptances
outstanding .......................................... 974
Intangible assets ......................................... 2,017
Other assets .............................................. 12,477
TOTAL ASSETS .............................................. $ 291,476
=========
</TABLE>
- 4 -
<PAGE> 5
LIABILITIES
<TABLE>
<CAPTION>
<S> <C>
Deposits
In domestic offices ................................ $ 102,273
Noninterest-bearing ................ $ 39,135
Interest-bearing ................... 63,138
In foreign offices, Edge and Agreement,---------
subsidiaries and IBF's ............................. 74,586
Noninterest-bearing ............... $ 4,221
Interest-bearing .................. 70,365
Federal funds purchased and securities sold under agree-
ments to repurchase ..................................... 41,039
Demand notes issued to the U.S. Treasury ................ 1,000
Trading liabilities ..................................... 32,929
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ...... 4,353
With a remaining maturity of more than one year ....
through three years ......................... 14
With a remaining maturity of more than three years 92
Bank's liability on acceptances executed and outstanding 974
Subordinated notes and debentures ....................... 5,427
Other liabilities ....................................... 9,684
TOTAL LIABILITIES ....................................... 272,371
---------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ........... 0
Common stock ............................................ 1,211
Surplus (exclude all surplus related to preferred stock) 11,016
Undivided profits and capital reserves .................. 7,040
Net unrealized holding gains (losses)
on available-for-sale securities ........................ (179)
Accumulated net gains (losses) on cash flow hedges ...... 0
Cumulative foreign currency translation adjustments ..... 17
TOTAL EQUITY CAPITAL .................................... 19,105
---------
TOTAL LIABILITIES AND EQUITY CAPITAL .................... $ 291,476
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the
above-named bank, do hereby declare that this
Report of Condition has been prepared in
conformance with the instructions issued by the
appropriate Federal regulatory authority and is
true to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the
correctness of this Report of Condition and
declare that it has been examined by us, and to
the best of our knowledge and belief has been
prepared in conformance with the instructions
issued by the appropriate Federal regulatory
authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR.)
-5-
<PAGE> 1
EXHIBIT 99(a)
LETTER OF TRANSMITTAL
TRW INC.
OFFER TO EXCHANGE ITS
6.45% EXCHANGE NOTES DUE 2001,
6 1/2% EXCHANGE NOTES DUE 2002,
6 5/8% EXCHANGE NOTES DUE 2004,
7 1/8% EXCHANGE NOTES DUE 2009 AND
7 3/4% DEBENTURES DUE 2029
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
FOR
ANY AND ALL OF ITS OUTSTANDING
6.45% NOTES DUE 2001,
6 1/2% NOTES DUE 2002,
6 5/8% NOTES DUE 2004,
7 1/8% NOTES DUE 2009 AND
7 3/4% DEBENTURES DUE 2029
THAT WERE ISSUED AND SOLD IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
PURSUANT TO THE PROSPECTUS DATED ____________, 1999
- --------------------------------------------------------------------------------
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON, _________________1999, UNLESS THE OFFER IS EXTENDED. TENDERS
MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
- --------------------------------------------------------------------------------
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE CHASE MANHATTAN BANK
<TABLE>
<CAPTION>
<S> <C> <C>
By Registered or Certified Mail: Facsimile Transmissions: By Hand or Overnight Delivery:
The Chase Manhattan Bank (For Eligible Institutions Only) The Chase Manhattan Bank
55 Water Street (212) 638-7375 55 Water Street
Room 234, North Building Confirm by Telephone: Room 234, North Building
New York, New York 10041 Carlos Esteves (212) 638-0828 New York, New York 10041
Attention: Carlos Esteves Attention: Carlos Esteves
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein shall have the same
meaning given them in the Prospectus (as defined below).
This Letter of Transmittal is to be completed either if (a)
certificates are to be forwarded herewith or (b) tenders are to be made pursuant
to the procedures for tender by book-entry transfer set forth under "The
Exchange Offer--Procedures for Tendering Outstanding Debt" in the Prospectus and
an Agent's Message (as defined below) is not delivered. Certificates, or
book-entry confirmation of a book-entry
<PAGE> 2
transfer of such Outstanding Debt into the Exchange Agent's account at The
Depository Trust Company ("DTC"), as well as this Letter of Transmittal (or
facsimile thereof), properly completed and duly executed, with any required
signature guarantees, and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent at its address set forth
herein on or prior to the Expiration Date. Tenders by book-entry transfer also
may be made by delivering an Agent's Message in lieu of this Letter of
Transmittal. The term "book-entry confirmation" means a confirmation of a
book-entry transfer of Outstanding Debt into the Exchange Agent's account at
DTC. The term "Agent's Message" means a message, transmitted by DTC to and
received by the Exchange Agent and forming a part of a book-entry confirmation,
which states that DTC has received an express acknowledgment from the tendering
participant, which acknowledgment states that such participant has received and
agrees to be bound by this Letter of Transmittal and that TRW Inc., an Ohio
corporation (the "Company") may enforce this Letter of Transmittal against such
participant.
Holders (as defined below) of Outstanding Debt whose certificates (the
"Certificates") for such Outstanding Debt are not immediately available or who
cannot deliver their Certificates and all other required documents to the
Exchange Agent on or prior to the Expiration Date (as defined in the Prospectus)
or who cannot complete the procedures for book-entry transfer on a timely basis,
must tender their Outstanding Debt according to the guaranteed delivery
procedures set forth in "The Exchange Offer--Procedures for Tendering
Outstanding Debt" in the Prospectus.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
ALL TENDERING HOLDERS COMPLETE THIS BOX:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF THE OUTSTANDING DEBT
- -------------------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT OF
AGGREGATE OUTSTANDING
PRINCIPAL DEBT
IF BLANK, PLEASE PRINT NAME AND AMOUNT OF TENDERED (IF
ADDRESS OF REGISTERED HOLDER(S) CERTIFICATE OUTSTANDING LESS THAN
SERIES (ATTACH ADDITIONAL LIST IF NECESSARY) NUMBER(S)* DEBT ALL)**
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
6.45% NOTES DUE 2001
- --------------------------- -----------------------------------------------
6 1/2% NOTES DUE 2002
- --------------------------- -----------------------------------------------
6 5/8% NOTES DUE 2004
- --------------------------- -----------------------------------------------
7 1/8% NOTES DUE 2009
- --------------------------- -----------------------------------------------
7 3/4% DEBENTURES DUE
2029
TOTAL
- -------------------------------------------------------------------------------------------------------------------
* Need not be completed by book-entry Holders.
** Outstanding Debt may be tendered in whole or in part in multiples of $1,000. All Outstanding Debt held
shall be deemed tendered unless a lesser number is specified in this column. See Instruction 4.
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 3
- --------------------------------------------------------------------------------
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED OUTSTANDING DEBT IS BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution_____________________________________________
DTC Account Number ________________ Transaction Code Number _____________
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED OUTSTANDING DEBT IS BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING (SEE INSTRUCTION 1):
Name(s) of Registered Holder(s)___________________________________________
Window Ticket Number (if any)_____________________________________________
Date of Execution of Notice of Guaranteed Delivery________________________
Name of Institution which Guaranteed Delivery_____________________________
If Guaranteed Delivery is to be made by Book-Entry Transfer:
Name of Tendering Institution_____________________________________________
DTC Account Number _______________ Transaction Code Number________________
[ ] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OUTSTANDING
DEBT IS TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER THAT ACQUIRED THE OUTSTANDING DEBT FOR
ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND
WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.
Name:_____________________________________________________________________
Address:__________________________________________________________________
- --------------------------------------------------------------------------------
<PAGE> 4
Ladies and Gentlemen:
The undersigned hereby tenders to TRW Inc., an Ohio corporation (the
"Company"), the above described principal amount of the Company's 6.45% Notes
due 2001, 6 1/2% Notes Due 2002, 6 5/8% Notes Due 2004, 7 1/8% Notes Due 2009
and/or 7 3/4% Debentures Due 2029 (the "Outstanding Debt") in exchange for an
equivalent amount of the Company's 6.45% Exchange Notes due 2001, 6 1/2%
Exchange Notes Due 2002, 6 5/8% Exchange Notes Due 2004, 7 1/8% Exchange Notes
Due 2009 and 7 3/4% Exchange Debentures Due 2029 (the "Registered Debt"), which
have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), upon the terms and subject to the conditions set forth in the
Prospectus dated, ____________1999 (as the same may be amended or supplemented
from time to time, the "Prospectus"), receipt of which is hereby acknowledged,
and in this Letter of Transmittal (which, together with the Prospectus,
constitute the "Exchange Offer").
Subject to and effective upon the acceptance for exchange of all or any
portion of the Outstanding Debt tendered herewith in accordance with the terms
and conditions of the Exchange Offer (including, if the Exchange Offer is
extended or amended, the terms and conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to or upon the
order of the Company all right, title and interest in and to such Outstanding
Debt as is being tendered herewith. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent as its agent and attorney-in-fact
(with full knowledge that the Exchange Agent is also acting as agent of the
Company in connection with the Exchange Offer) with respect to the tendered
Outstanding Debt, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest) subject only to the
right of withdrawal described in the Prospectus, to (i) deliver Certificates for
Outstanding Debt to the Company together with all accompanying evidences of
transfer and authenticity to, or upon the order of, the Company, upon receipt by
the Exchange Agent, as the undersigned's agent, of the Registered Debt to be
issued in exchange for such Outstanding Debt, (ii) present Certificates for such
Outstanding Debt for transfer, and to transfer the Outstanding Debt on the books
of the Company, and (iii) receive for the account of the Company all benefits
and otherwise exercise all rights of beneficial ownership of such Outstanding
Debt, all in accordance with the terms and conditions of the Exchange Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, sell, assign and transfer the
Outstanding Debt tendered hereby and that, when the same is accepted for
exchange, the Company will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances,
and that the Outstanding Debt tendered hereby is not subject to any adverse
claims or proxies. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Company or the Exchange Agent to be necessary
or desirable to complete the exchange, assignment and transfer of the
Outstanding Debt tendered hereby, and the undersigned will comply with its
obligations under the Registration Rights Agreement. The undersigned has read
and agrees to all of the terms of the Exchange Offer.
The name(s) and address(es) of the registered Holder(s) of the Outstanding
Debt tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Certificates representing such Outstanding Debt.
The Certificate number(s) and the Outstanding Debt that the undersigned wishes
to tender should be indicated in the appropriate boxes above.
If any tendered Outstanding Debt is not exchanged pursuant to the Exchange
Offer for any reason, or if Certificates are submitted for more Outstanding Debt
than are tendered or accepted for exchange, Certificates for such nonexchanged
or nontendered Outstanding Debt will be returned (or, in the case of Outstanding
Debt tendered by book-entry transfer, such Outstanding Debt will be credited to
an account maintained at DTC), without expense to the tendering Holder, promptly
following the expiration or termination of the Exchange Offer.
The undersigned understands that tenders of Outstanding Debt pursuant to
any one of the procedures described in "The Exchange Offer--Procedures for
Tendering Outstanding Debt" in the Prospectus and in the instructions attached
hereto will, upon the Company's acceptance for exchange of such tendered
Outstanding Debt, constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Exchange Offer. The
undersigned recognizes that, under certain circumstances set forth in the
Prospectus, the Company may not be required to accept for exchange any of the
Outstanding Debt tendered hereby.
<PAGE> 5
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the Registered Debt be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Outstanding Debt, that such Registered Debt be credited to the
account indicated above maintained at DTC. If applicable, substitute
Certificates representing Outstanding Debt not exchanged or not accepted for
exchange will be issued to the undersigned or, in the case of a book-entry
transfer of Outstanding Debt, will be credited to the account indicated above
maintained at DTC. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please deliver Registered Debt to the undersigned at the address
shown below the undersigned's signature.
By tendering Outstanding Debt and executing this Letter of Transmittal or
effecting delivery of an Agent's Message in lieu thereof, the undersigned hereby
represents and agrees that (i) the undersigned is not an "affiliate" of the
Company, (ii) any Registered Debt to be received by the undersigned is being
acquired in the ordinary course of its business, (iii) the undersigned has no
arrangement or understanding with any person to participate in a distribution
(within the meaning of the Securities Act) of Registered Debt to be received in
the Exchange Offer, and (iv) if the undersigned is not a broker-dealer, the
undersigned is not engaged in, and does not intend to engage in, a distribution
(within the meaning of the Securities Act) of such Registered Debt. The Company
may require the undersigned, as a condition to the undersigned's eligibility to
participate in the Exchange Offer, to furnish to the Company (or an agent
thereof) in writing information as to the number of "beneficial owners" within
the meaning of Rule 13d-3 under the Exchange Act on behalf of whom the
undersigned holds the Outstanding Debt to be exchanged in the Exchange Offer. If
the undersigned is a broker-dealer that will receive Registered Debt for its own
account in exchange for Outstanding Debt, it represents that the Outstanding
Debt to be exchanged for Registered Debt was acquired by it as a result of
market-making activities or other trading activities and acknowledges that it
will deliver a Prospectus in connection with any resale of such Registered Debt;
however, by so acknowledging and by delivering a Prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.
The Company has agreed that, subject to the provisions of the Registration
Rights Agreement, the Prospectus, as it may be amended or supplemented from time
to time, may be used by a Participating Broker-Dealer (as defined below) in
connection with resales of Registered Debt received in exchange for Outstanding
Debt, where such Outstanding Debt was acquired by such Participating
Broker-Dealer for its own account as a result of market-making activities or
other trading activities, for a period ending 90 days after the expiration of
the Exchange Offer (the "Expiration Date") (subject to extension under certain
limited circumstances described in the Prospectus) or, if earlier, when all such
Registered Debt has been disposed of by such Participating Broker-Dealer. In
that regard, each broker-dealer who acquired Outstanding Debt for its own
account as a result of market-making or other trading activities (a
"Participating Broker-Dealer"), by tendering such Outstanding Debt and executing
this Letter of Transmittal or effecting delivery of an Agent's Message in lieu
thereof, agrees that, upon receipt of notice from the Company of the occurrence
of any event which makes any statement in the Prospectus untrue in any material
respect or which requires the making of any changes in the Prospectus in order
to make the statements therein not misleading, such Participating Broker-Dealer
will suspend use of the Prospectus until the Company has amended or supplemented
the Prospectus to correct such misstatement or omission and has furnished copies
of the amended or supplemented Prospectus to the Participating Broker-Dealer or
the Company has given notice that the sale of the Registered Debt may be
resumed, as the case may be. If the Company gives such notice to suspend the
sale of the Registered Debt, it shall extend the 90-day period referred to above
during which Participating Broker-Dealers are entitled to use the Prospectus in
connection with the resale of Registered Debt by the number of days during the
period from and including the date of the giving of such notice to and including
the date when Participating Broker-Dealers shall have received copies of the
supplemented or amended Prospectus necessary to permit resales of the Registered
Debt or to and including the date on which the Company has given notice that the
sale of Registered Debt may be resumed, as the case may be. As a result, a
Participating Broker-Dealer who intends to use the Prospectus in connection with
resales of Registered Debt received in exchange for Outstanding Debt pursuant to
the Exchange Offer must notify the Company, or cause the Company to be notified,
on or prior to the Expiration Date, that it is a Participating Broker-Dealer.
Such notice may be given in the space provided above or may be delivered to the
Exchange Agent at the address set forth in the Prospectus under "The Exchange
Offer--Exchange Agent."
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the
<PAGE> 6
Outstanding Debt tendered hereby. All authority herein conferred or agreed to be
conferred in this Letter of Transmittal shall survive the death or incapacity of
the undersigned and any obligation of the undersigned hereunder shall be binding
upon the heirs, executors, administrators, personal representatives, trustees in
bankruptcy, legal representatives, successors and assigns of the undersigned.
Except as stated in the Prospectus, this tender is irrevocable.
The undersigned, by completing the box entitled "Description of Outstanding
Debt" above and signing this letter, will be deemed to have tendered the
Outstanding Debt as set forth in such box.
<PAGE> 7
- --------------------------------------------------------------------------------
IMPORTANT
HOLDERS: SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN)
- ------------------------------------------------------------------------------
(SIGNATURE(S) OF HOLDER(S)
Date: _______________________________
(Must be signed by the registered holder(s) exactly as name(s)
appear(s) on Certificate(s) for the Outstanding Debt hereby tendered or on a
security position listing or by person(s) authorized to become registered
holder(s) by certificates and documents transmitted herewith. If signature is by
trustee, executor, administrator, guardian, attorney-in-fact, officer of
corporation or other person acting in a fiduciary or representative capacity,
please provide the following information and see Instruction 2 below.)
Name(s):______________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(PLEASE PRINT)
Capacity (full title):________________________________________________________
Address:______________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone No.:__________________________________________________
(SEE SUBSTITUTE FORM W-9 HEREIN)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTION 2 BELOW)
- ------------------------------------------------------------------------------
(AUTHORIZED SIGNATURE)
Name__________________________________________________________________________
(PLEASE TYPE OR PRINT)
Title:________________________________________________________________________
Name of Firm:_________________________________________________________________
Address:______________________________________________________________________
______________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone No.:__________________________________________________
Date: _______________________________
- --------------------------------------------------------------------------------
<PAGE> 8
----------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS
(SIGNATURE GUARANTEE REQUIRED
SEE INSTRUCTION 2)
To be completed ONLY if Registered
Debt or Outstanding Debt not tendered is
to be issued in the name of someone other
than the registered Holder of the
Outstanding Debt whose name(s) appear(s)
above.
Outstanding Debt not tendered to:
Registered Debt to:
Name(s) _____________________________
(PLEASE PRINT)
Address ______________________________
______________________________________
(INCLUDE ZIP CODE)
______________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
----------------------------------------------
----------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SIGNATURE GUARANTEE REQUIRED
SEE INSTRUCTION 2)
To be completed ONLY if Registered
Debt or Outstanding Debt not tendered is
to be sent to someone other than the
registered Holder of the Outstanding Debt
whose name(s) appear(s) above, or such
registered Holder at an address other than
that shown above.
Outstanding Debt not tendered to:
Registered Debt to:
Name(s) ______________________________
(PLEASE PRINT)
Address ______________________________
______________________________________
(INCLUDE ZIP CODE)
______________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
----------------------------------------------
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be completed either if (a)
Certificates are to be forwarded herewith or (b) tenders are to be made pursuant
to the procedures for tender by book-entry transfer set forth in "The Exchange
Offer--Procedures for Tendering Outstanding Debt" in the Prospectus and an
Agent's Message is not delivered. Certificates, or timely confirmation of a
book-entry transfer of such Outstanding Debt into the Exchange Agent's account
at DTC, as well as this Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, with any required signature guarantees, and any
other documents required by this Letter of Transmittal, must be received by the
Exchange Agent at its address set forth herein on or prior to the Expiration
Date. Tenders by book-entry transfer may also be made by delivering an Agent's
Message in lieu thereof. Outstanding Debt may be tendered in whole or in part in
integral multiples of $1,000. Holders who wish to tender their Outstanding Debt
and (i) whose Outstanding Debt is not immediately available or (ii) who cannot
deliver their Outstanding Debt, this Letter of Transmittal and all other
required documents to the Exchange Agent on or prior to the Expiration Date or
(iii) who cannot complete the procedures for delivery by book-entry transfer on
a timely basis, may tender their Outstanding Debt by properly completing and
duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed
delivery procedures set forth in "The Exchange Offer--Procedures for Tendering
Outstanding Debt" in the Prospectus. Pursuant to such procedures: (i) such
tender must be made by or through an Eligible Institution (as defined below);
(ii) a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form made available by the Company, must be received by the
Exchange Agent on or prior to the Expiration Date; and (iii) the Certificates
(or a book-entry confirmation) representing all tendered Outstanding Debt, in
proper form for transfer, together with a Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, with any required signature
guarantees and any other documents required by this Letter of Transmittal, must
be received by the Exchange Agent within three New York Stock Exchange trading
days after the date of execution of such Notice of Guaranteed Delivery, all as
provided in "The Exchange Offer--Procedures for Tendering Outstanding Debt" in
the Prospectus.
<PAGE> 9
The Notice of Guaranteed Delivery may be delivered by hand or
transmitted by facsimile or mail to the Exchange Agent, and must include a
guarantee by an Eligible Institution in the form set forth in such Notice of
Guaranteed Delivery. For Outstanding Debt to be properly tendered pursuant to
the guaranteed delivery procedure, the Exchange Agent must receive a Notice of
Guaranteed Delivery on or prior to the Expiration Date. As used herein and in
the Prospectus, "Eligible Institution" means a firm or other entity identified
in Rule 17Ad-15 under the Exchange Act as "an eligible guarantor institution,"
including (as such terms are defined therein) (i) a bank; (ii) a broker, dealer,
municipal securities broker or dealer or government securities broker or dealer;
(iii) a credit union; (iv) a national securities exchange, registered securities
association or clearing agency; or (v) a savings association that is a
participant in a Securities Transfer Association.
The method of delivery of Certificates, this Letter of Transmittal and
all other required documents is at the option and sole risk of the tendering
Holder, and the delivery will be deemed made only when actually received by the
Exchange Agent. If delivery is by mail, then registered mail with return receipt
requested, properly insured, or overnight delivery service is recommended. In
all cases, sufficient time should be allowed to ensure timely delivery.
The Company will not accept any alternative, conditional or contingent
tenders. Each tendering Holder, by execution of a Letter of Transmittal (or
facsimile thereof), waives any right to receive any notice of the acceptance of
such tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if:
(i) this Letter of Transmittal is signed by the registered
Holder (which includes any participant in DTC whose name appears on a
security position listing as the owner of the Outstanding Debt (the
"Holder")) of Outstanding Debt tendered, unless such Holder(s) has
completed either the box entitled "Special Issuance Instructions" or
the box entitled "Special Delivery Instructions" above, or
(ii) such Outstanding Debt is tendered for the account of a
firm that is an Eligible Institution.
In all other cases, an Eligible Institution must guarantee the
signature(s) on this Letter of Transmittal. See Instruction 5.
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Outstanding Debt" is inadequate, the Certificate number(s)
and/or the principal amount of Outstanding Debt and any other required
information should be listed on a separate signed schedule which is attached to
this Letter of Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Outstanding Debt
will be accepted only in integral multiples of $1,000. If less than all the
Outstanding Debt evidenced by any Certificate submitted is to be tendered, fill
in the principal amount of Outstanding Debt which is to be tendered in the box
entitled "Principal Amount of Outstanding Debt Tendered." In such case, new
Certificate(s) for the remainder of the Outstanding Debt that was evidenced by
your old Certificate(s) will only be sent to the Holder of the Outstanding Debt,
promptly after the Expiration Date. All Outstanding Debt represented by
Certificates delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of Outstanding Debt may be
withdrawn at any time on or prior to the Expiration Date. In order for a
withdrawal to be effective on or prior to that time, a written or facsimile
transmission of such notice of withdrawal must be timely received by the
Exchange Agent at one of its addresses set forth above or in the Prospectus on
or prior to the Expiration Date. Any such notice of withdrawal must specify the
name of the person who tendered the Outstanding Debt to be withdrawn, the
aggregate principal amount of Outstanding Debt to be withdrawn, and (if
Certificates for Outstanding Debt have been tendered) the name of the registered
Holder of the Outstanding Debt as set forth on the Certificate for the
Outstanding Debt, if different from that of the person who tendered such
Outstanding Debt. If Certificates for the Outstanding Debt have been delivered
or otherwise identified to the Exchange Agent, then prior to the physical
release of such Certificates for the Outstanding Debt, the
<PAGE> 10
tendering Holder must submit the serial numbers shown on the particular
Certificates for the Outstanding Debt to be withdrawn and the signature on the
notice of withdrawal must be guaranteed by an Eligible Institution, except in
the case of Outstanding Debt tendered for the account of an Eligible
Institution. If Outstanding Debt has been tendered pursuant to the procedures
for book-entry transfer set forth in the Prospectus under "The Exchange
Offer--Procedures for Tendering Outstanding Debt," the notice of withdrawal must
specify the name and number of the account at DTC to be credited with the
withdrawal of Outstanding Debt, in which case a notice of withdrawal will be
effective if delivered to the Exchange Agent by written, telegraphic, telex or
facsimile transmission. Withdrawals of tenders of Outstanding Debt may not be
rescinded. Outstanding Debt properly withdrawn will not be deemed validly
tendered for purposes of the Exchange Offer, but may be retendered at any
subsequent time on or prior to the Expiration Date by following any of the
procedures described in the Prospectus under "The Exchange Offer--Procedures for
Tendering Outstanding Debt."
All questions as to the validity, form and eligibility (including time
of receipt) of such withdrawal notices will be determined by the Company, in its
sole discretion, whose determination shall be final and binding on all parties.
The Company, any affiliates or assigns of the Company, the Exchange Agent or any
other person shall not be under any duty to give any notification of any
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification. Any Outstanding Debt which has been tendered but
which is withdrawn will be returned to the Holder thereof without cost to such
Holder promptly after withdrawal.
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered Holder(s) of the
Outstanding Debt tendered hereby, the signature(s) must correspond exactly with
the name(s) as written on the face of the Certificate(s) without alteration,
enlargement or any change whatsoever. If any Outstanding Debt tendered hereby is
owned of record by two or more joint owners, all such owners must sign this
Letter of Transmittal.
If any tendered Outstanding Debt is registered in different name(s) on
several Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or facsimiles thereof) as there are different
registrations of Certificates.
If this Letter of Transmittal or any Certificates or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and, unless waived by the
Company, must submit proper evidence satisfactory to the Company, in its sole
discretion, of each such person's authority to so act.
When this Letter of Transmittal is signed by the registered owner(s) of
the Outstanding Debt listed and transmitted hereby, no endorsement(s) of
Certificate(s) or separate bond power(s) is required unless Registered Debt is
to be issued in the name of a person other than the registered Holder(s).
Signature(s) on such Certificate(s) or bond power(s) must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Outstanding Debt listed, the Certificates must be
endorsed or accompanied by appropriate bond powers, signed exactly as the name
or names of the registered owner(s) appear(s) on the Certificates, and also must
be accompanied by such opinions of counsel, certifications and other information
as the Company or the Trustee for the Outstanding Debt may require in accordance
with the restrictions on transfer applicable to the Outstanding Debt. Signatures
on such Certificates or bond powers must be guaranteed by an Eligible
Institution.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If Registered Debt is to
be issued in the name of a person other than the signer of this Letter of
Transmittal, or if Registered Debt is to be sent to someone other than the
signer of this Letter of Transmittal or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Certificates for Outstanding Debt not exchanged will be returned by mail or, if
tendered by book-entry transfer, by crediting the account indicated above
maintained at DTC. See Instruction 4.
7. IRREGULARITIES. The Company will determine, in its sole discretion,
all questions as to the form of documents, validity, eligibility (including time
of receipt) and acceptance for exchange of any tender of Outstanding Debt, which
determination shall be final and binding on all parties. The Company
<PAGE> 11
reserves the absolute right to reject any and all tenders determined by it not
to be in proper form or the acceptance of which, or exchange for which, may, in
the view of counsel to the Company be unlawful. The Company also reserves the
absolute right, subject to applicable law, to waive any of the conditions of the
Exchange Offer set forth in the Prospectus under "The Exchange Offer--Conditions
to the Exchange Offer" or any conditions or irregularities in any tender of
Outstanding Debt of any particular Holder whether or not similar conditions or
irregularities are waived in the case of other Holders. The Company's
interpretation of the terms and conditions of the Exchange Offer (including this
Letter of Transmittal and the instructions hereto) will be final and binding. No
tender of Outstanding Debt will be deemed to have been validly made until all
irregularities with respect to such tender have been cured or waived. The
Company, any affiliates or assigns of the Company, the Exchange Agent, or any
other person shall not be under any duty to give notification of any
irregularities in tenders or incur any liability for failure to give such
notification.
8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the Exchange Agent at its address
and telephone number set forth on the front of this Letter of Transmittal.
Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the
Letter of Transmittal may be obtained from the Exchange Agent or from your
broker, dealer, commercial bank, trust company or other nominee.
9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under the U.S. Federal
income tax law, a Holder whose tendered Outstanding Debt is accepted for
exchange is required to provide the Exchange Agent with such Holder's correct
taxpayer identification number ("TIN") on Substitute Form W-9 below. If the
Exchange Agent is not provided with the correct TIN, the Internal Revenue
Service (the "IRS") may subject the Holder or other payee to penalties. In
addition, payments to such Holders or other payees with respect to Outstanding
Debt exchanged pursuant to the Exchange Offer may be subject to 31% backup
withholding.
The box in Part 2 of the Substitute Form W-9 may be checked if the
tendering Holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 2 is checked, the
Holder or other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 2 is checked and the Certificate of
awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 31% of all payments made prior to the time a properly certified TIN is
provided to the Exchange Agent. The Exchange Agent will retain such amounts
withheld during the 60-day period following the date of the Substitute Form W-9.
If the Holder furnishes the Exchange Agent with its TIN within 60 days after the
date of the Substitute Form W-9, the amounts retained during the 60-day period
will be remitted to the Holder and no further amounts shall be retained or
withheld from payments made to the Holder thereafter. If, however, the Holder
has not provided the Exchange Agent with its TIN within such 60-day period,
amounts withheld will be remitted to the IRS as backup withholding. In addition,
31% of all payments made thereafter will be withheld and remitted to the IRS
until a correct TIN is provided.
The Holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered owner of
the Outstanding Debt or of the last transferee appearing on the transfers
attached to, or endorsed on, the Outstanding Debt. If the Outstanding Debt is
registered in more than one name or is not in the name of the actual owner,
consult the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional guidance on which number to
report.
Certain Holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to the backup
withholding and reporting requirements. Those Holders should nevertheless
complete the attached Substitute Form W-9 below, and write "exempt" on the face
thereof, to avoid possible erroneous backup withholding. A foreign person may
qualify as an exempt recipient by submitting a properly completed IRS Form W-8,
signed under penalties of perjury, attesting to that Holder's exempt status.
Please consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
Holders are exempt from backup withholding.
Backup withholding is not an additional U.S. Federal income tax.
Rather, the U.S. Federal income tax liability of a person subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained.
<PAGE> 12
10. WAIVER OF CONDITIONS. The Company reserves the absolute right to
waive satisfaction of any or all conditions enumerated in the Prospectus.
11. NO CONDITIONAL TENDERS. No alternative, conditional or contingent
tenders will be accepted. All tendering Holders of Outstanding Debt, by
execution of this Letter of Transmittal, shall waive any right to receive notice
of the acceptance of Outstanding Debt for exchange.
Neither the Company, the Exchange Agent nor any other person is
obligated to give notice of any defect or irregularity with respect to any
tender of Outstanding Debt nor shall any of them incur any liability for failure
to give any such notice.
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificate(s)
representing Outstanding Debt have been lost, destroyed or stolen, the Holder
should promptly notify the Exchange Agent. The Holder will then be instructed as
to the steps that must be taken in order to replace the Certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost, destroyed or stolen Certificate(s) have been
followed.
13. SECURITY TRANSFER TAXES. Holders who tender their Outstanding Debt
for exchange will not be obligated to pay any transfer taxes in connection
therewith. If, however, Registered Debt is to be delivered to, or is to be
issued in the name of, any person other than the registered Holder of the
Outstanding Debt tendered, or if a transfer tax is imposed for any reason other
than the exchange of Outstanding Debt in connection with the Exchange Offer,
then the amount of any such transfer tax (whether imposed on the registered
Holder or any other persons) will be payable by the tendering Holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with the Letter of Transmittal, the amount of such transfer taxes will
be billed directly to such tendering Holder.
<PAGE> 13
PAYOR'S NAME: THE CHASE MANHATTAN BANK
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
<S> <C>
PART 1 - PLEASE PROVIDE YOUR TIN ON TIN:
SUBSTITUTE THE LINE AT RIGHT AND CERTIFY BY
SIGNING AND DATING BELOW __________________________
FORM W-9 Social security number
OR
Employer identification number
-----------------------------------------------------------------------------
PART 2 -- TIN APPLIED FOR
-----------------------------------------------------------------------------
DEPARTMENT OF THE CERTIFICATION-UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
TREASURY (1) the number shown on this form is my correct taxpayer identification
INTERNAL REVENUE SERVICE number (or I am waiting for a number to be issued to me).
PAYER'S REQUEST FOR TAXPAYER (2) I am not subject to backup withholding either because: (a) I have
IDENTIFICATION NUMBER (TIN) not been notified by the Internal Revenue Service (the "IRS") that I
am subject to backup withholding as a result of a failure to report
all interest or dividends, or (b) the IRS has notified me that I am
no longer subject to backup withholding.
(3) any other information provided on this form is true and correct.
Signature: ________________________ Date: ___________________
-----------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you
have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends on your
tax return. However, if after being notified by the IRS that you were subject to
backup withholding, you received another notification from the IRS that you were
no longer subject to backup withholding, do not cross out item (2). (Also see
instructions in the enclosed Guidelines.)
Signature ______________________________ Date ________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU IN CONNECTION WITH THE EXCHANGE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING (OR
WILL SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of the
exchange, thirty-one (31%) percent of all reportable payments made to me
thereafter will be withheld until I provide a number.
Signature __________________________________ Date _________________
- --------------------------------------------------------------------------------
<PAGE> 1
EXHIBIT 99(b)
NOTICE OF GUARANTEED DELIVERY
TRW INC.
OFFER TO EXCHANGE ITS
6.45% EXCHANGE NOTES DUE 2001,
6 1/2% EXCHANGE NOTES DUE 2002,
6 5/8% EXCHANGE NOTES DUE 2004,
7 1/8% EXCHANGE NOTES DUE 2009 AND
7 3/4% EXCHANGE DEBENTURES DUE 2029
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
FOR ANY AND ALL OF ITS OUTSTANDING
6.45% NOTES DUE 2001,
6 1/2% NOTES DUE 2002,
6 5/8% NOTES DUE 2004,
7 1/8% NOTES DUE 2009 AND
7 3/4% DEBENTURES DUE 2029
THAT WERE ISSUED AND SOLD IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
Pursuant to the Prospectus dated _______________, 1999
This Notice of Guaranteed Delivery, or one substantially equivalent to
this form, must be used to accept the above-referenced exchange offer if
(1) certificates for the Company's 6.45% Notes due 2001, 6 1/2%
Notes Due 2002, 6 5/8% Notes Due 2004, 7 1/8% Notes Due 2009
and 7 3/4% Debentures Due 2029 (the "Outstanding Debt") are
not immediately available,
(2) Outstanding Debt, the Letter of Transmittal and all other
required documents cannot be delivered to The Chase Manhattan
Bank (the "Exchange Agent") on or prior to the Expiration
Date, or
(3) the procedures for delivery by book-entry transfer cannot be
completed on a timely basis.
This Notice of Guaranteed Delivery may be delivered by hand, overnight
courier or mail, or transmitted by facsimile transmission, to the Exchange
Agent. In addition, in order to utilize the guaranteed delivery procedure to
tender Outstanding Debt pursuant to the Exchange Offer, a completed, signed and
dated Letter of Transmittal relating to the Outstanding Debt (or facsimile
thereof) must also be received by the Exchange Agent on or prior to the
Expiration Date.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE CHASE MANHATTAN BANK
<TABLE>
<CAPTION>
<S> <C> <C>
By Registered or Certified Mail: Facsimile Transmissions: By Hand or Overnight Delivery:
The Chase Manhattan Bank (For Eligible Institutions Only) The Chase Manhattan Bank
55 Water Street (212) 638-7375 55 Water Street
Room 234, North Building Confirm by Telephone: Room 234, North Building
New York, New York 10041 Carlos Esteves (212) 638-0828 New York, New York 10041
Attention: Carlos Esteves Attention: Carlos Esteves
</TABLE>
THE DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OR
FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF THE LETTER OF TRANSMITTAL INSTRUCTIONS REQUIRE A SIGNATURE TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION," SUCH SIGNATURE GUARANTEE MUST APPEAR IN
THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
<PAGE> 2
Ladies and Gentlemen:
The undersigned hereby tenders to TRW Inc., an Ohio corporation
("TRW"), upon the terms and subject to the conditions set forth in the
Prospectus dated ___________ , 1999 (as the same may be amended or supplemented
from time to time, the "Prospectus"), and the related Letter of Transmittal
(which together constitute the "Exchange Offer"), receipt of which is hereby
acknowledged, the aggregate principal amount of Outstanding Debt set forth below
pursuant to the guaranteed delivery procedures set forth in the Prospectus under
the caption "The Exchange Offer--Procedures for Tendering Outstanding Debt."
Aggregate Principal Amount Name(s) of Registered Holder(s): _______________
________________________________________________
6.45% Notes due 2001: $_______________
6 1/8% Notes Due 2002: $_______________
6 5/8% Notes Due 2004: $_______________
7 1/8% Notes Due 2009: $_______________
7 3/4% Debentures Due 2029: $_______________
Certificate No(s)
(if available): __________________
$_________________________________
(TOTAL PRINCIPAL AMOUNT REPRESENTED
BY OUTSTANDING DEBT CERTIFICATE(S))
If Outstanding Debt will be tendered by book-entry transfer,
provide the following information:
DTC Account Number: ____________________
Date: __________________________________
________________________________________
Must be in integral multiples of $1,000.
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
PLEASE SIGN HERE
X___________________________________ _________________________________
X___________________________________ _________________________________
SIGNATURE(S) OF OWNER(S) OR DATE
AUTHORIZED SIGNATORY
Area Code and Telephone Number: _______________________________
Must be signed by the holder(s) of the Outstanding Debt as their
name(s) appear(s) on certificates for Outstanding Debt or on a security position
listing, or by person(s) authorized to become registered holder(s) by
endorsement and documents transmitted with this Notice of Guaranteed Delivery.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below
and, unless waived by TRW, provide proper evidence satisfactory to TRW of such
person's authority to so act.
<PAGE> 1
EXHIBIT 99(c)
INSTRUCTION TO REGISTERED HOLDER AND/OR DEPOSITORY TRUST
COMPANY PARTICIPANT FROM BENEFICIAL OWNER
TRW INC.
OFFER TO EXCHANGE ITS
6.45% EXCHANGE NOTES DUE 2001,
6 1/2% EXCHANGE NOTES DUE 2002,
6 5/8% EXCHANGE NOTES DUE 2004,
7 1/8% EXCHANGE NOTES DUE 2009 AND
7 3/4% EXCHANGE DEBENTURES DUE 2029
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
FOR ANY AND ALL OF ITS OUTSTANDING
6.45% NOTES DUE 2001,
6 1/2% NOTES DUE 2002,
6 5/8% NOTES DUE 2004,
7 1/8% NOTES DUE 2009 AND
7 3/4% DEBENTURES DUE 2029
THAT WERE ISSUED AND SOLD IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON _______________, 1999, UNLESS THE OFFER IS EXTENDED. TENDERS
MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
To Registered Holder and/or Depository Trust Company Participant:
The undersigned hereby acknowledges receipt of the Prospectus dated
___________,1999 (the "Prospectus") of TRW Inc., an Ohio corporation ("TRW"),
and the accompanying Letter of Transmittal (the "Letter of Transmittal"), that
together constitute the Company's offer (the "Exchange Offer") to exchange its
6.45% Exchange Notes due 2001, 6 1/2% Exchange Notes Due 2002, 6 5/8% Exchange
Notes Due 2004, 7 1/8% Exchange Notes Due 2009 and 7 3/4% Exchange Debentures
Due 2029 (the "Registered Debt"), which have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), for any and all of
its outstanding 6.45% Notes due 2001, 6 1/2% Notes Due 2002, 6 5/8% Notes Due
2004, 7 1/8% Notes Due 2009 and 7 3/4% Debentures Due 2029 (the "Outstanding
Debt").
This will instruct you, the registered holder and/or Depository Trust
Company Participant, as to the action to be taken by you relating to the
Exchange Offer with respect to the Outstanding Debt held by you for the account
of the undersigned.
The aggregate face amount of the Outstanding Debt held by you for the
account of the undersigned is (FILL IN AMOUNT):
$______________ of the 6.45% Notes due 2001
$______________ of the 6 1/2% Notes Due 2002
$______________ of the 6 5/8% Notes Due 2004
$______________ of the 7 1/8% Notes Due 2009
$______________ of the 7 3/4% Debentures Due 2029
With respect to the Exchange Offer, the undersigned hereby instructs you (CHECK
APPROPRIATE BOX):
[ ] To TENDER ALL of the Outstanding Debt held by you for the account of
the undersigned.
[ ] To TENDER some, but not all Outstanding Debt held by you for the
account of the undersigned (INSERT PRINCIPAL AMOUNT OF OUTSTANDING DEBT
TO BE TENDERED):
$______________ of the 6.45% Notes due 2001
$______________ of the 6 1/2% Notes Due 2002
$______________ of the 6 5/8% Notes Due 2004
$______________ of the 7 1/8% Notes Due 2009
$______________ of the 7 3/4% Debentures Due 2029
[ ] NOT to TENDER any Outstanding Debt held by you for the account of the
undersigned.
<PAGE> 2
If the undersigned instructs you to tender the Outstanding Debt held by
you for the account of the undersigned, it is understood that you are authorized
to make, on behalf of the undersigned (and the undersigned, by its signature
below, makes to you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, that
(1) the undersigned is not an "affiliate" of TRW,
(2) any Registered Debt to be received by the undersigned is being
acquired in the ordinary course of its business,
(3) the undersigned has no arrangement or understanding with any
person to participate in a distribution (within the meaning of
the Securities Act) of Registered Debt to be received in the
Exchange Offer, and
(4) if the undersigned is not a broker-dealer, the undersigned is
not engaged in, and does not intend to engage in, a
distribution (within the meaning of the Securities Act) of
such Registered Debt.
TRW may require the undersigned, as a condition to the undersigned's eligibility
to participate in the Exchange Offer, to furnish to TRW (or its agent) in
writing information as to the number of "beneficial owners" within the meaning
of Rule 13d-3 under the Exchange Act on behalf of whom the undersigned holds the
Outstanding Debt to be exchanged in the Exchange Offer. If the undersigned is a
broker-dealer that will receive Registered Debt for its own account in exchange
for Outstanding Debt, it represents that the Outstanding Debt to be exchanged
for Registered Debt was acquired by it as a result of market-making activities
or other trading activities and acknowledges that it will deliver a prospectus
in connection with any resale of such Registered Debt; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
SIGN HERE
NAME OF BENEFICIAL OWNER(S): ______________________________________
______________________________________
____________________________________ __________________________________
SIGNATURE SIGNATURE
____________________________________ __________________________________
NAME(S) (PLEASE PRINT) AREA CODE AND TELEPHONE NUMBER
____________________________________
____________________________________ __________________________________
ADDRESS TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER
____________________________________
DATE
<PAGE> 3
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
instruction," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, government securities broker or
government securities dealer; (iii) a credit union; (iv) a national securities
exchange, registered securities association or clearing agency; or (v) a savings
association that is a participant in a Securities Transfer Association, hereby
guarantees to deliver to the Exchange Agent, at one of its addresses set forth
above, either the Outstanding Debt tendered hereby in proper form for transfer,
or confirmation of the book-entry transfer of such Outstanding Debt to the
Exchange Agent's account at The Depository Trust Company ("DTC"), pursuant to
the procedures for book-entry transfer set forth in the Prospectus, in either
case together with one or more properly completed and duly executed Letter(s) of
Transmittal (or facsimile thereof) and any other required documents within three
New York Stock Exchange trading days after the date of execution of this Notice
of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal (or facsimile thereof) and the Outstanding Debt tendered hereby to
the Exchange Agent within the time period set forth above and that failure to do
so could result in a financial loss to the undersigned.
______________________________ ________________________________
NAME OF FIRM AUTHORIZED SIGNATURE
______________________________ ________________________________
ADDRESS TITLE
______________________________ (Please Type or Print)
ZIP CODE
______________________________ ________________________________
AREA CODE AND TELEPHONE NUMBER DATE
NOTE: DO NOT SEND CERTIFICATES FOR OUTSTANDING DEBT WITH THIS FORM.
CERTIFICATES FOR OUTSTANDING DEBT SHOULD ONLY BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
