CONFIDENTIALITY AGREEMENT
CONFIDENTIALITY AGREEMENT (the "Agreement"), dated May 5, 2002, between TRW
Inc., an Ohio corporation ("TRW"), and Northrop Grumman Corporation, a Delaware
corporation ("Buyer").
W I T N E S S E T H
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WHEREAS, TRW and Buyer (referred to herein individually as a "Party" and
collectively as the "Parties") are considering entering into discussions
concerning a possible transaction between them at a price of at least $53.00 per
share of TRW common stock, payable in Buyer Common Stock (the "Transaction");
WHEREAS, in connection with such discussions, each Party contemplates
furnishing Evaluation Material (as defined below) to the other Party and its
Representatives (as defined below);
NOW THEREFORE, in consideration of the premises and the mutual agreements
contained herein, the Parties agree as follows:
1. (a) As used herein, "Evaluation Material" means all data, reports,
interpretations, forecasts and records (whether in oral or written form,
electronically stored or otherwise), including any information furnished prior
to the date hereof, containing or otherwise reflecting information concerning a
Transaction, the Supplying Party or its affiliates or subsidiaries that is
provided by the Supplying Party or its Representatives to the Recipient or its
Representatives and all notes, analyses, compilations, studies or other
documents in tangible form (whether in written form, electronically stored or
otherwise) that contain or otherwise reflect such information, whether prepared
by the Supplying Party, the Recipient or their respective Representatives or
others.
Notwithstanding the foregoing, the following will not constitute
"Evaluation Material" for purposes of this Agreement:
(i) Information that is obtained, whether before or after the date of this
Agreement, by the Recipient or its Representatives from a source other
than the Supplying Party or its Representatives who, insofar as is
known to the Recipient after reasonable inquiry, is not prohibited by
a contractual, legal or fiduciary obligation to the Supplying Party
from transmitting the information to the Recipient or its
Representatives; or
(ii) Information that is or becomes generally available to the public other
than as a result of a disclosure by the Recipient or its
Representatives in violation of the provisions of this Agreement.
(b) As used herein, "Recipient" means the receiving party of Evaluation
Material.
(c) As used herein, "Representatives" of any Party shall mean the
subsidiaries and affiliates (as such term is used in Rule 12b-2 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")), of such Party
and the respective directors, officers, employees, representatives and agents of
such Party, and such Party's subsidiaries and affiliates; provided, however,
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that with respect to all matters other than the matters addressed in paragraphs
2 and 3 hereof, a Party's directors, officers and employees will be
"Representatives" for purposes of this Agreement only if they are at such time
directors, officers or employees of such Party and a Party's representatives and
agents will be "Representatives" for purposes of this Agreement only if they are
acting in their capacity as a representative or agent of such Party.
(d) As used herein, "Supplying Party" means the party on behalf of whom
Evaluation Material is being delivered.
2. Except as hereinafter provided, without the prior written consent of the
Supplying Party, Evaluation Material will be held in confidence and not
disclosed by the Recipient or its Representatives to any person or used by the
Recipient or its Representatives other than directly or indirectly in connection
with consideration of a possible Transaction; provided, however, that the
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Recipient or its Representatives may disclose Evaluation Material to the extent
disclosure of such Evaluation Material is required in order to avoid violating
applicable legal, regulatory or stock exchange requirements or to enforce or
defend claims under this Agreement and the Recipient is not otherwise in breach
of this Agreement. Except as otherwise expressly provided in this Agreement, the
Recipient further agrees to disclose Evaluation Material only to those
Representatives who need to know the Evaluation Material to evaluate a possible
Transaction and who are informed of its confidential nature and who (other than
Representatives who are a director, officer, employee of or attorney to the
Recipient) execute and deliver to the Supplying Party a letter agreement that is
substantially identical to the form of letter agreement attached hereto as
Exhibit A. The Recipient agrees to be fully responsible for any breach of this
Agreement by any of its Representatives. Buyer agrees to use its reasonable
efforts to develop a proposal relating to a Transaction but will not be
obligated to submit a proposal if Buyer concludes it is not in Buyer's interest
to do so.
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3. Except as hereinafter provided, without the prior written consent of TRW
or Buyer, as the case may be, each of Buyer and TRW agrees that it and its
Representatives will not disclose to any person (other than to its
Representatives who need to know the Evaluation Material to evaluate a possible
Transaction) (i) any terms or other facts regarding a possible Transaction,
including the status thereof or (ii) any judgment, assessment, opinion or view
with respect to the Evaluation Material, or any of the matters set forth in the
preceding clause (i) or during the Standstill Period (as hereinafter defined),
TRW or Buyer (other than in connection with the conduct in the ordinary course
of Buyer's business or TRW's business, as the case may be); provided, however,
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that TRW or Buyer may make such disclosure to the extent it is required to be
made by it in order to avoid violating applicable legal, regulatory or stock
exchange requirements or to confirm disclosures made by the other Party which
address the matters set forth in any of clauses (i) and (ii) and, in either
case, the Party making such disclosure is otherwise not in breach of this
Agreement; and provided, further, that TRW and Buyer may engage in discussions
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with Regulatory Authorities (as defined in paragraph 9) and other senior
governmental officials which do not result in disclosure of the other Party's
Evaluation Material to such Regulatory Authorities or other senior governmental
officials, so long as the Party making such disclosure is otherwise not in
breach of this Agreement. The term "person" as used in this Agreement will be
interpreted broadly to include any corporation, company, governmental agency or
body, entity, partnership, group or individual.
4. All Evaluation Material in tangible form (whether in written form,
electronically stored or otherwise) provided by the Supplying Party or its
Representatives will be returned by the Recipient to the Supplying Party or
destroyed promptly upon request, without retention of any copies thereof, and an
authorized officer of the Recipient shall certify in writing to the Supplying
Party that all such Evaluation Material has been returned by the Recipient or
destroyed, as the case may be. All other Evaluation Material in tangible form,
including analyses, compilations, studies, personal notes, or other documents
(whether in written form, electronically stored or otherwise) prepared by the
Recipient or any of its Representatives will be retained by the Recipient and
kept subject to the terms of this Agreement or destroyed, in the Recipient's
discretion (and shall be destroyed upon the Supplying Party's request, in which
case an authorized officer of the Recipient shall certify in writing to the
Supplying Party that all such Evaluation Material requested to be destroyed has
been destroyed). Except as otherwise provided in this Agreement, all retained
Evaluation Material (whether in written form, electronically stored or
otherwise) will continue to be subject to this Agreement.
5. If the Recipient or any of its Representatives are requested or required
to disclose any Evaluation Material (or to disclose the existence of this
Agreement or that any investigation, discussions or negotiations are taking or
have
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taken place concerning a possible Transaction) pursuant to a subpoena, court
order, civil investigative demand or similar judicial process or other oral or
written request issued by a court of competent jurisdiction or by a governmental
or regulatory body, other than in connection with administering disclosure
requirements, the Recipient will provide the Supplying Party with prompt written
notice of any such request or requirement so that the Supplying Party or any of
its Representatives may seek an appropriate protective order or other
appropriate remedy or waive compliance with the provisions of this Agreement. If
such order or other remedy is not obtained, or the Supplying Party waives
compliance with the provisions of this Agreement, the Recipient or its
Representatives, as the case may be, will disclose only that portion of the
Evaluation Material (or information relating to any such investigation,
discussions or negotiations) that it is advised by counsel that it is legally
required to so disclose and will exercise reasonable efforts to obtain reliable
assurance that confidential treatment will be accorded the Evaluation Material
or information so disclosed.
6. Each Party will endeavor to provide to the other Party, as promptly as
practicable within the overall process being conducted by TRW in its reasonable
discretion, such information as is reasonably necessary for the other Party to
formulate and/or consider a proposal for a Transaction, subject to each Party's
reasonable determination regarding limitations required by law or contractual
arrangements. TRW agrees that the management presentation and data room
materials made available by TRW to Buyer shall not be materially different from
the management presentation and data room materials made available to other
prospective buyers of TRW. In addition, in response to specific requests of
Buyer for additional information, TRW will not fail to provide Buyer with
material Evaluation Material if such Evaluation Material is or has been provided
to any other prospective buyer of TRW, subject to TRW's reasonable determination
regarding limitations required by law or contractual arrangements, and except to
the extent that the provision of such Evaluation Material would compromise, in
TRW's reasonable discretion, TRW's actual or potential competitive position.
Except as may be provided in a definitive agreement providing for a Transaction
(a "Definitive Agreement"), the Parties (i) acknowledge that neither Party, nor
any Representative of either Party makes any representation or warranty, either
express or implied, as to the accuracy or completeness of any Evaluation
Material, and (ii) agree, to the fullest extent permitted by law, that neither
Party, nor any Representative of either Party shall have any liability to the
other Party or any of the other Party's Representatives on any basis (including,
without limitation, in contract, tort, under federal or state securities laws or
otherwise) as a result of the Parties' participation in evaluating the
Transaction, the review by either Party of the other Party or the use of the
Evaluation Material by either Party or its Representatives, so long as such
participation, review and use is in accordance with the provisions of this
Agreement. Each Party agrees that it is not entitled to rely on the accuracy or
completeness of the Evaluation
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Material, except as set forth in a Definitive Agreement. Each Party understands
and agrees that no contract or agreement providing for a possible Transaction
shall be deemed to exist (other than this Agreement) unless and until a
Definitive Agreement has been executed and delivered, and each Party hereby
waives, in advance, any claims (including, without limitation, breach of
contract) in connection with a Transaction (other than relating to a breach of
this Agreement) unless and until the Parties shall have entered into a
Definitive Agreement. The Parties also agree that unless and until a Definitive
Agreement between the Parties has been executed and delivered, neither Party has
any legal obligation of any kind whatsoever with respect to any such Transaction
by virtue of this Agreement or any other written or oral expression with respect
to such Transaction except, in the case of this Agreement, for the matters
specifically agreed to herein. Prior to the execution of a Definitive Agreement,
each Party may freely investigate, negotiate, commit to and take other action
which they may, in their sole discretion, determine to take with respect to any
type of business arrangement or transaction, regardless of whether such actions
or arrangement would be inconsistent with or render impracticable any such
Transaction between the Parties. For purposes of this paragraph, the term
"Definitive Agreement" does not include an executed non-binding letter of intent
or any other preliminary written agreement, nor does it include any non-binding
written or verbal acceptance of any offer or bid on the part of either Party.
7. The Parties acknowledge that they are, and that their respective
Representatives who are informed as to the matters that are the subject of this
Agreement will be made, (i) aware that the United States securities laws would
prohibit any person who has material non-public information about a company from
purchasing or selling securities of such company, or from communicating such
information to any other person under circumstances in which it is reasonably
foreseeable that such person is likely to purchase or sell such securities and
(ii) familiar with the Exchange Act and the rules and regulations promulgated
thereunder to the extent they relate to the matters referred to in this
paragraph 7. The Parties agree that they will not use or permit any third party
to use, and that they will each use reasonable efforts to assure that none of
their respective Representatives will use or permit any third party to use, any
Evaluation Material in contravention of the United States securities laws,
including the Exchange Act or any rules and regulations promulgated thereunder.
8. Each Party agrees that for a period of two years following the date
hereof, it will not, directly or indirectly, solicit any employee of another
Party or such other Party's affiliates with whom such Party or any of its
Representatives have had contact or who became known to them in connection with
such Party's consideration of a Transaction to terminate his or her employment
or other relationship with the other Party, or to seek or accept employment or
other affiliation with such Party; provided, however, that a Party shall not be
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precluded from
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soliciting or hiring any such employee of another Party or its affiliates who
responds to any general search or solicitation, including without limitation by
way of a general advertisement not directed at employees of such Party or who
approaches such Party without any solicitation by such Party; provided, further,
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that upon consummation of a Transaction between TRW and another party, this
paragraph shall be void and of no further force and effect.
9. Subject to applicable laws, at the request of the other, each of TRW and
Buyer promptly will (i) provide the other with a copy of all materials and
written communications that TRW or Buyer, as the case may be, or any of such
Party's respective Representatives supplied or furnished to, or filed with, any
regulatory authority, including, without limitation, the Department of Justice,
the Federal Trade Commission, the Department of Defense and the European
Commission (collectively the "Regulatory Authorities") in connection with a
possible Transaction involving Buyer and TRW and (ii) describe in reasonable
detail the context and substance of any oral communication that TRW or Buyer, as
the case may be, or any of such Party's Representatives had with any Regulatory
Authority concerning a possible Transaction involving Buyer and TRW; provided,
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however, that no Party shall be required to provide the other Party with copies
-------
of any materials or written communications (or portions thereof) or to describe
the details of any discussions with regulatory officials which in any case such
Party believes in good faith should be held in confidence.
10. Buyer represents and warrants to TRW that as of the date hereof,
neither it nor any of its subsidiaries beneficially owns any securities of TRW
other than four shares of TRW common stock. Buyer agrees that, during the
Standstill Period (as hereinafter defined) and except as set forth herein, Buyer
shall not, and shall cause each of its affiliates and Representatives not to,
directly or indirectly, without TRW's express written invitation or consent (it
being agreed and understood that the entering into of this Agreement shall not
constitute such an invitation or consent) subsequent to the date of this
Agreement, (i) acquire, offer or propose to acquire (except for an offer or
proposal in connection with the Transaction pending on the date hereof), agree
to acquire any securities of TRW or any of its subsidiaries, any warrant or
option to acquire any such securities, any security convertible into or
exchangeable for any such securities or any other right to acquire any such
securities (except this restriction shall apply only to Buyer and its controlled
affiliates that are not individuals and shall not apply to acquisitions of not
more than an aggregate of one percent of the then outstanding shares of TRW
common stock or for pension or other benefit plans), (ii) make any public
announcement with respect to, or submit a proposal for, or offer (except for an
offer in connection with the Transaction pending on the date hereof) of (with or
without conditions) any merger, consolidation, business combination, tender or
exchange offer, restructuring, liquidation, recapitalization, dissolution, or
similar transactions
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or other extraordinary transaction of or involving TRW or any of its
subsidiaries or its securities or assets, (iii) make, or in any way participate
in, any "solicitation" of proxies or consents (whether or not relating to the
election or removal of directors) within the meaning of Rule 14a-1 under the
Exchange Act with respect to any securities of TRW or any of its subsidiaries,
or seek to advise or influence any person with respect to the voting of any
securities of TRW or any of its subsidiaries, or demand a copy of the stock
ledger list of stockholders, or any other books and records of TRW or any of its
subsidiaries, (iv) form, join or in any way participate in a "group" (within the
meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting
securities of TRW or any of its subsidiaries, (v) otherwise act, alone or in
concert with others, to seek to control or influence, in any manner, the
management, Board of Directors or policies of TRW or any of its subsidiaries,
(vi) have any discussions or enter into any arrangements, understandings or
agreements (whether written or oral) with, or advise, finance, assist or
encourage, any other persons in connection with any of the foregoing, or make
any investment in any other person that engages, or offers or proposes to
engage, in any of the foregoing (it being understood that, without limiting the
generality of the foregoing, Buyer shall not be permitted to act as a joint
bidder or co-bidder with any other person with respect to TRW or any of its
subsidiaries), or (vii) make any publicly disclosed proposal regarding any of
the foregoing (the matters described in clauses (i) through (vii) above are
referred to as "Prohibited Actions"). Buyer also agrees during such period not
to make any proposal or statement, or disclose any intention, plan or
arrangement, whether written or oral, inconsistent with the foregoing, or
request or suggest to TRW directly or indirectly, to amend, waive or terminate
any provision of this Agreement (including this sentence), unless and until
Buyer has received the prior written invitation or approval of TRW to do any of
the foregoing. If at any time during the Standstill Period, Buyer is approached
by any party concerning its participation in a transaction involving TRW's
assets, businesses or securities or any other Prohibited Actions, Buyer will
promptly inform TRW of the nature of such contact and unless it is legally
prohibited from doing so, the parties thereto. Notwithstanding the foregoing,
the terms of this paragraph 10 shall not prohibit: (a) any action Buyer may take
or propose to take with respect to any subsequent parent company of TRW or any
subsequent third party owner of any TRW subsidiary or any assets of TRW or any
TRW subsidiary, (b) actions or activities in connection with the conduct of
Buyer's business in the ordinary course or a transaction pursuant to or in
connection with a divestiture mandated by Regulatory Authorities in connection
with a Transaction, or (c) any offer or proposal which Buyer may submit for
consideration of the Board of Directors of TRW, provided that such offer or
proposal is submitted in a form capable of execution by TRW and remains
available for acceptance until the later of June 15, 2002 or 14 days from the
date such offer or proposal is submitted to the Board of Directors of TRW. The
"Standstill Period" shall mean the period beginning on the date hereof and
ending on September 30, 2002, provided, however, that if TRW publicly announces
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on or prior to September
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30, 2002 that it has entered into a definitive agreement with a party other
than Buyer to engage in a business combination transaction involving all or
substantially all of TRW, the Standstill Period shall be extended until June 30,
2003, and provided, further, that if TRW publicly announces that in lieu of
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pursuing such a business combination, it is continuing with its plan to separate
its automotive business from its other businesses, the Standstill Period shall
not apply from the earlier of the date of such announcement or September 30,
2002 until the distribution date for the spin-off relating to such separation,
after which date the Standstill Period shall be reinstated for the period
beginning on such distribution date and ending on the date that is the earlier
of September 30, 2003 or six months thereafter. If during any period outside of
the Standstill Period until September 30, 2003, Buyer takes an action that would
have been a Prohibited Action if taken during the Standstill Period, Buyer may
only take such action if in furtherance of, and not inconsistent with, a
Transaction; provided, however, this sentence shall not be effective if
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subsequent to the date hereof and prior to the distribution date of the spin off
of the automotive business TRW takes action which results in a substantial
decline in the equity value of TRW, other than actions that have been announced
prior to the date of this Agreement.
11. Buyer acknowledges that if TRW determines to pursue a Transaction,
together with alternative transactions involving other parties, it may establish
procedures and guidelines (the "Procedures") for the submission of proposals
with respect to a business combination or other transaction involving the
parties. Buyer and its Representatives agree, subject to TRW's compliance with
the first three sentences of paragraph 6, to act in accordance with the
Procedures and to be bound by the terms and conditions that may be established
pursuant to the Procedures, including, subject to clause (c) of the fifth
sentence of paragraph 10, adhering to any timing conditions that may be
established relating to when proposals for a Transaction and other transactions
involving other parties may be submitted so long as such procedures treat all
potential buyers in a substantially equal manner, unless TRW determines in good
faith, at a time after which Buyer has had a reasonable opportunity to complete
its due diligence and after consultation with counsel, that treating some
potential buyers in a manner which is not substantially equal to the manner in
which other potential buyers are treated is in the best interests of TRW
shareholders and, accordingly, that the failure to do so presents a reasonable
possibility of being inconsistent with the duties of TRW to its shareholders and
so long as the Procedures do not obligate Buyer to submit a proposal and are
otherwise consistent with the terms of this Agreement. Buyer and its
Representatives agree that all (i) communications regarding any such
transaction, (ii) requests for additional information and (iii) discussions or
questions regarding any Procedures with respect to any such transaction, will be
submitted or directed only to such party as TRW in writing may identify. Buyer
acknowledges and agrees, subject to TRW's compliance with the first three
sentences of paragraph 6, that so long as all potential
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buyers are treated in a substantially equal manner, unless TRW determines in
good faith, at a time after which Buyer has had a reasonable opportunity to
complete its due diligence and after consultation with counsel, after
consultation with counsel that treating some potential buyers in a manner which
is not substantially equal to the manner in which other potential buyers are
treated is in the best interests of TRW shareholders and, accordingly, that the
failure to do so presents a reasonable possibility of being inconsistent with
the duties of TRW to its shareholders and so long as the Procedures do not
obligate Buyer to submit a proposal and are otherwise consistent with the terms
of this Agreement, (a) TRW and its Representatives are free to conduct the
process leading up to a possible Transaction and other transactions involving
other parties as TRW and its representatives, in their sole discretion,
determine (including, without limitation, by negotiating with any third party
and entering into a preliminary or definitive agreement without prior notice to
Buyer or any other person), and (b) TRW reserves the right, in its sole
discretion, to change the Procedures relating to its consideration of a
Transaction or other transactions involving other parties at any time without
prior notice to the Buyer or any other person, to reject any and all proposals
made by Buyer or any of its Representatives with regard to a Transaction or
other transactions involving other parties, and to terminate discussions and
negotiations with Buyer at any time and for any reason.
12. Each Party will be responsible for and will indemnify and hold harmless
the other Party from any damage, loss, cost or liability (including but not
limited to reasonable attorney's fees and the costs of enforcing such
obligations under this indemnity) arising out of or resulting from any breach by
such Party or its Representatives of its obligations hereunder.
13. Each Party agrees that the other Party and its respective affiliates
would be irreparably harmed by a breach of this Agreement by a breaching Party
or its Representatives, that monetary remedies would be inadequate to protect
the non-breaching Party against any actual or threatened breach of this
Agreement by the breaching Party or its Representatives, and, without prejudice
to any other rights and remedies otherwise available to the other Party, that
the breaching Party agrees to the granting of equitable relief, including
injunctive relief and specific performance, in the other Party's favor without
proof of actual damages as a remedy for any breach or threatened breach. The
breaching Party further agrees to waive, and to use its best efforts to cause
its Representatives to waive, any requirement for the securing or posting of any
bond in connection with such remedy. Each breaching Party agrees to reimburse
the other Party for their respective costs and expenses (including, without
limitation, legal fees and expenses) incurred to remedy any and all breaches of
this Agreement. It is further understood and agreed that no failure or delay by
any Party in exercising any right, power or privilege hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise thereof preclude any
other
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or further exercise thereof or the exercise of any other right, power or
privilege hereunder.
14. If any term or provision of this Agreement, or any application thereof
to any circumstances, shall, to any extent and for any reason, be held to be
invalid or unenforceable, the remainder of this Agreement, or the application of
such term or provision to circumstances other than those to which it is held
invalid or unenforceable, shall not be affected thereby and shall be construed
as if such invalid or unenforceable provision had never been contained herein
and each term and provision of this Agreement shall be valid and enforceable to
the fullest extent permitted by law.
15. This Agreement shall constitute the entire agreement between the
Parties with regard to the subject matter hereof. No modification, amendment or
waiver shall be binding without the written consent of the Parties. This
Agreement shall inure to the benefit of and be binding upon each of the Parties
and their respective successors and assigns, provided, however, that neither
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this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by either of the Parties hereto without the prior written consent of
the other Party, and no assignment of any right, interest or obligation shall
release any such assigning Party therefrom unless that other Party shall have
consented to such release in writing specifically referring to the right,
interest or obligation from which such assigning Party is to be released. The
Parties hereto agree that if TRW previously entered into, or subsequently enters
into, a confidentiality agreement relating to a transaction comparable to the
Transaction that contains provisions that are less restrictive upon the other
party to such agreement than the comparable provisions set forth in this
Agreement, then TRW shall promptly provide to Buyer notice thereof and a copy of
such provisions (which need not identify such other party), and upon such
notice, except as set forth in the next sentence, this Agreement shall be deemed
to be amended to conform the provisions of this Agreement with such less
restrictive provisions. This Agreement, however, shall not be deemed amended as
a result of provisions (i) resulting from preexisting legal or regulatory
requirements, preexisting contractual requirements or other preexisting company
specific requirements (other than requirements resulting from a confidentiality
agreement entered into with another prospective buyer in connection with the
current process being conducted by TRW) applicable to a party to another
confidentiality agreement or (ii) which TRW has determined in good faith after
consulting with counsel present a reasonable possibility of being inconsistent
with the duties of TRW to its shareholders if incorporated into one or more
additional confidentiality agreements; provided, however, the exception
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contained in this clause (ii) shall not apply to the time periods set forth in
the first sentence of paragraph 8, in paragraph 10 or in paragraph 20. TRW shall
use its reasonable efforts to not include a provision in any other
confidentiality agreement entered into with another prospective buyer in
connection
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with the current process being conducted by TRW which has the reasonably
foreseeable effect of materially impeding the Buyer's ability to make a
competitive proposal for a Transaction.
16. This Agreement shall be governed by and construed in accordance with
the laws of the State of Ohio, without regard to the conflict of laws principles
thereof. Each Party hereby irrevocably and unconditionally submits to the
jurisdiction of any court of the State of Ohio or any federal court sitting in
the State of Ohio for purposes of any suit, action or other proceeding arising
out of this Agreement which is brought by or against the other Party (and each
Party agrees not to commence any action, suit or proceedings relating thereto
except in such courts) and agrees that service of any process, summons, notice
or document by U.S. registered mail to the address set forth above shall be
effective service of process for any action, suit or proceeding brought against
the other Party in any such court. Each Party hereby irrevocably and
unconditionally waives any objection to the laying of venue of any action, suit
or proceeding arising out of this Agreement, which is brought by or against the
other Party, in the courts of the State of Ohio or any federal court sitting in
the State of Ohio and hereby further irrevocably and unconditionally waives and
agrees not to plead or claim in any such court that any such action, suit or
proceeding brought in any such court has been brought in an inconvenient forum.
17. Any person who at any time after the date hereof becomes a
Representative of either Party shall be deemed to be such Party's
Representative, for the purposes of this Agreement, regardless of whether such
person was such Representative on the date hereof; all references to affiliates
or subsidiaries contained in this Agreement shall apply with equal force and
effect to any and all Representatives of such referenced affiliates or
subsidiaries.
18. Any notice to TRW hereunder shall be made in writing, by first class
mail, by overnight courier or by facsimile with original copy to follow by first
class mail or overnight courier to (or to such other address or facsimile number
as identified by TRW in accordance with this paragraph 18):
TRW Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxx 00000
Attn: Secretary
Facsimile Number: (000) 000-0000
Attn: Treasurer
Facsimile Number: (000) 000-0000
with a copy sent by facsimile to:
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Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
Xxxx Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxx Xxxxxx, Esq.
Xxxx X. Xxxxxxx, Esq.
Facsimile Number: (000) 000-0000
Any notice to Buyer hereunder shall be made in writing, by first class
mail, by overnight courier or by facsimile with original copy to follow by first
class mail or overnight courier to (or to such other address or facsimile number
as identified by Buyer in accordance with this paragraph 18):
Northrop Grumman Corporation
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attn: General Counsel
Facsimile Number: (000) 000-0000
with a copy sent to:
Xxxxxx, Xxxx & Xxxxxxxx LLP
000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attn: Xxxxxx X. Xxxxx, Esq.
Facsimile Number: (000) 000-0000
19. This Agreement may be executed in counterparts and signature pages
exchanged by facsimile, and each counterpart shall be deemed to be an original,
but both counterparts of which shall constitute the same agreement.
20. This Agreement shall terminate on the fourth anniversary of the date
hereof.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
as of the date and year first above written.
TRW INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
___________________________________
Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President,
General Counsel and Secretary
NORTHROP GRUMMAN CORPORATION
By: /s/ Xxxxxx X. Xxxxx
__________________________________
Title: Corporate Vice President and
Treasurer
EXHIBIT A
TRW INC.
0000 Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxx 00000
Northrop Grumman Corporation
0000 Xxxxxxx Xxxx Xxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
[Date]
Dear Ladies and Gentlemen:
Reference is made to the letter agreement dated as of May 3, 2002 (the
"Confidentiality Agreement"), between TRW Inc. ("TRW") and Northrop Grumman
Corporation ("NOC").
1. [Name of Representative], as a Representative (as defined in the
Confidentiality Agreement) of [TRW or NOC, as appropriate] ("Rep"), hereby
agrees that it is bound as a Representative of [TRW or NOC, as appropriate,] by
the terms of the Confidentiality Agreement, including without limitation
paragraphs 2, 3 and 10 thereof, to the same extent, and in the same manner, as
if it were explicitly named as a party thereto (it being understood that Rep
shall be bound, as a Representative of NOC, to paragraph 10 of the
Confidentiality Agreement only in its capacity as a Representative of NOC).
2. Paragraphs 8 and 12 of the Confidentiality Agreement shall not apply to
Rep.
The Confidentiality Agreement and this letter agreement shall not change in any
respect the rights and obligations of [TRW or NOC, as appropriate] or Rep with
respect to each other with respect to information exchanged between [TRW or NOC,
as appropriate] and Rep which is not Evaluation Material (as defined in the
Confidentiality Agreement).
Very truly yours,
[NAME OF REPRESENTATIVE]
by:__________________________
Name:
Title:
Confirmed and agreed to as of the date first above written:
TRW INC.
by: ______________________
Name:
Title:
Northrop Grumman Corporation
by: ______________________
Name:
Title:
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The following text is to be included as an additional numbered paragraph in the
Representative Letter executed by Northrop's financial advisor.
Nothing contained herein or in the Confidentiality Agreement shall
prevent Rep or Rep's affiliates at any time from providing financial
advisory, investment banking and financing services to any third party
relating to any entity, including TRW and/or its assets, liabilities,
securities or securityholders, or from engaging in Rep's affiliates'
ordinary brokerage, asset management, capital markets, sales, research,
proprietary and agency trading and similar activities involving any
entity, including TRW and/or its assets, liabilities, securities or
securityholders, so long as appropriate procedures and protections are
in place to assure that the employees of Rep and Rep's affiliates
engaged in such activities do not utilize and do not have access to the
Evaluation Material furnished to Rep pursuant to this letter agreement
in connection with the conduct of such activities.
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