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Exhibit 4(k)
TRW INC.
And
THE CHASE MANHATTAN BANK, as Trustee
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Seventh Supplemental Indenture
Dated as of June 23, 1999
Relating to the Floating Rate Notes due 2000
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SEVENTH SUPPLEMENTAL INDENTURE (this "Seventh 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, 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
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 Seventh
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 Floating Rate Notes due 2000 limited in aggregate principal amount to
$575,000,000 (the "Notes"); and
WHEREAS the Company has requested that the Trustee execute and
deliver this Seventh Supplemental Indenture and have certified that all
requirements necessary to make this Seventh Supplemental Indenture a valid
instrument in accordance with its terms have been satisfied, and that the
execution and delivery of this Seventh Supplemental Indenture has been duly
authorized in all respects.
NOW THEREFORE, the Company and the Trustee hereby agree that
the following sections of this Seventh 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.
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"Depository" means The Depository Trust Company, its nominees
and their respective successors.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"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.
"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 Floating Rate Notes due 2000 and limited in
aggregate principal amount to $575,000,000.
"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, between the Company and Xxxxxxx,
Xxxxx & Co., as representative of the Initial Purchasers.
"QIB" means a "qualified institutional buyer" as defined in
Rule 144A.
"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.
"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
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(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 "Floating Rate Notes due 2000" limited in aggregate
principal amount to $575,000,000.
SECTION 3. AMENDMENTS TO ARTICLE TWO. (a) The 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 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.
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
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 paragraph (ii), 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
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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.
(b) Each Global 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."
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(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 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.
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(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 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.
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(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
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
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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), 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 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
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authorized denominations, of a like aggregate principal amount and
Stated Maturity and of like tenor and terms, 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."
SECTION 5. THIS SEVENTH SUPPLEMENTAL INDENTURE. This Seventh
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 SEVENTH SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
SECTION 7. COUNTERPARTS. This Seventh 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 Seventh 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 Seventh Supplemental Indenture.
SECTION 10. SEVERABILITY. In case any one or more of the
provisions contained in this Seventh 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 Seventh Supplemental Indenture or of the Securities, but
this Seventh Supplemental Indenture and the Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.
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IN WITNESS WHEREOF, the parties hereto have caused this
Seventh Supplemental Indenture to be duly executed by their respective
authorized officers as of the date first written above.
TRW Inc.,
by
/s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President and Treasurer
THE CHASE MANHATTAN BANK, as Trustee,
by
/s/ X.X. Xxxxxxxx
------------------------------------
Name: X.X. Xxxxxxxx
Title: Second Vice President
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Exhibit A
---------
[FORM OF FACE OF NOTE]
[INSERT APPROPRIATE LEGEND]
TRW INC.
Floating Rate Notes due 2000
[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 28, 2000.
Interest Payment Dates: September 28, 1999, December 28, 1999,
March 28, 2000, and at the Stated Maturity.
Regular Record Dates: September 13, December 13, and March 13.
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, the Sixth Supplemental
Indenture dated as of June 23, 1999, and the Seventh Supplemental Indenture
dated as of June as of 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 Floating
Rate Notes due 2000 (hereinafter referred to as the "Notes"), limited in
aggregate principal amount to $575,000,000.
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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: ______________________
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[FORM OF REVERSE SIDE OF NOTE]
TRW INC.
Floating Rate Notes due 2000
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 28, 2000,
and to pay interest on the Principal Amount at a floating rate per annum (the
"Specified Rate"). The Company will pay interest quarterly in arrears on
September 28, 1999, December 28, 1999, and March 28, 2000 (each such date,
subject to adjustment as provided below, an "Interest Payment Date"), and on the
date of the Stated Maturity. If any of the quarterly interest payment dates
listed above falls on a day that is not a business day, the Company will
postpone the Interest Payment Date to the next succeeding business day. However,
if that business day is in the next succeeding calendar month, the Interest
Payment Date will be the immediately preceding business day. Interest will be
computed on the basis of a 360-day year for the actual number of days elapsed.
Interest on the Notes shall accrue from, and including, June 23, 1999, to, and
excluding, the first Interest Payment Date and then from, and including, the
immediately preceding Interest Payment Date to which interest has been paid or
duly provided for to, but excluding, the next Interest Payment Date or the date
of the Stated Maturity, as the case may be. Each of these periods is referred to
herein as an "interest period." The amount of accrued interest that the Company
will pay on this Note for any interest period can be calculated by multiplying
the face amount of this Note by an accrued interest factor. This accrued
interest factor is computed by adding the interest factor calculated for each
date from June 23, 1999, or from the last date the Company paid interest to the
Securityholders, to the date for which accrued interest is being calculated. The
interest factor for each day is computed by dividing the interest rate
applicable to that day by 360.
If the date of the Stated Maturity of the Notes falls on a day
that is not a business day, the Company will pay principal and interest on the
next succeeding business day, but will consider that payment as being made on
the date that the payment was due to the Securityholders. Accordingly, no
interest will accrue on the payment for the period from and after the date of
the Stated Maturity to the date the Company makes the payment to the
Securityholders on the next succeeding business day.
The Company shall pay interest on the Notes (except defaulted
interest) on any Interest Payment Date to Persons in whose name the Notes are
registered as the close of business on the fifteenth calendar day, whether or
not a business day, immediately 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 the Notes are canceled after such record date and on or
before the Interest Payment Date. However, interest that the Company pays on the
date of the Stated Maturity will be paid to the person to whom the principal
will be payable.
15
The term "business day" means any day except a Saturday, a
Sunday or a legal holiday in the City of New York or the City of London on which
banking institutions are authorized or required by law, regulation or executive
order to close. "London business day" means any day on which dealings in U.S.
dollars are transacted in the London interbank market.
The interest rate on the Notes will be calculated by The Chase
Manhattan Bank, as the calculation agent (the "Calculation Agent"), and will be
equal to LIBOR plus 0.42%, except that the interest rate in effect for the
period from June 23, 1999 to September 28, 1999, the initial interest reset
date, will be established by the Company as the rate for deposits in U.S.
dollars having a maturity of three months commencing on June 23, 1999, that
appears on Telerate Page 3750 as of 11:00 a.m., London time, on June 21, 1999,
plus 0.42%. If no rate appears on Telerate Page 3750 as of 11:00 a.m., London
time, on June 21, 1999, LIBOR for the period from and including June 23, 1999,
to the initial interest reset date will be determined by the Company in the
manner described in clause (ii) below, except that the banks referred to in such
clause shall be selected by the Company rather than the Calculation Agent. The
Calculation Agent will reset the interest rate on each Interest Payment Date,
each of which is referred to as an "interest reset date." The second London
business day preceding an interest reset date will be the "interest
determination date" for that interest reset date. The interest rate in effect on
each date that is not an interest reset date will be the interest rate
determined as of the interest determination date pertaining to the immediately
preceding interest reset date. The interest rate in effect on any day that is an
interest reset date will be the interest rate determined as of the interest
determination date pertaining to that interest reset date, except that the
interest rate in effect for the period from and including June 23, 1999 to the
first interest reset date will be the initial interest rate.
"LIBOR" will be determined by the Calculation Agent in
accordance with the following provisions:
(i) With respect to any interest determination date, LIBOR
will be the rate for deposits in U.S. dollars having a maturity of
three months commencing on the first day of the applicable interest
period that appears on Telerate Page 3750 as of 11:00 a.m., London
time, on that interest determination date. If no rate appears on that
interest determination date, LIBOR, in respect to that interest
determination date, will be determined in accordance with the
provisions described in (ii) bellow.
(ii) With respect to an interest determination date on which
no rate appears on Telerate Page 3750, as specified in (i) above, the
Calculation Agent will request the principal London offices of each of
four major reference banks in the London interbank market, as selected
by the Calculation Agent, to provide the Calculation Agent with its
offered quotation for deposits in U.S. dollars for the period of three
months, commencing on the first day of the applicable interest period,
to prime banks in the London interbank market at approximately 11:00
a.m., London time, on that interest determination date and in a
principal amount that is representative for a single transaction in
U.S. dollars in that market at that time. If at least two quotations
are provided, then LIBOR on that interest determination date will be
the arithmetic mean of those quotations. If fewer than two quotations
are provided, then LIBOR on the interest determination date will be
the arithmetic mean (rounded, if necessary, to the nearest one-hundred-
16
thousandth of a percentage point, with five one-millionths of a
percentage point rounded upwards) of the rates quoted at approximately
11:00 a.m., New York City time, on the interest determination date by
three major banks in New York City selected by the Calculation Agent
for loans in U.S. dollars to leading European banks, having a
three-month maturity and in a principal amount that is representative
for a single transaction in U.S. dollars in that market at that time;
PROVIDED, HOWEVER, that if the banks selected by the Calculation Agent
are not providing quotations in the manner described by this sentence,
LIBOR for the interest period commencing on the interest reset date
following the interest determination date will be LIBOR in effect on
that interest determination date.
"Telerate Page 3750" means the display designated as "Page
3750" on Dow Xxxxx Market Service or any successor service, for the purpose of
displaying the London interbank offered rates for U.S. dollar deposits.
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.
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.
Holders must surrender Notes to the Trustee (or as otherwise
specified in the notice given by the Company as 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
17
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 Floating Rate Notes
due 2000, limited in aggregate principal amount to $575,000,000. 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.
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.
18
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 66_% 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.
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. 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.
11. 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.
19
12. 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.,
0000 Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxx 00000, Attention of Secretary.
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) - 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
(2) - 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;
(3) - 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
21
more accounts (each of which is an institutional
"accredited investor") as to each of which it
exercises sole investment discretion; or
(4) - 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 (2), (3) or (4) 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 (1) 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
22
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/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 (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 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
