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Exhibit 4(g)
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TRW INC.
And
THE CHASE MANHATTAN BANK, as Trustee
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Sixth Supplemental Indenture
Dated as of June 23, 1999
Relating to the 6.45% Notes due 2001
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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.
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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.
"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 Xxxxxxx Xxxxx & Co. as
the representative of the Initial Purchasers (as defined in the Registration
Rights Agreement).
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"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
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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
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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.
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(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,
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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.
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(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.
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(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
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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.
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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/ 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
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[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.
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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: _________________________
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
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.
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.
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.
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.,
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) [ ] 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;
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
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
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.
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:________________________
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.
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.
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.
----------------------
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.,
0000 Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxx 00000, Attention of Secretary.
29
[FORM OF TRANSFER NOTICE]
FOR VALUE RECEIVED the undersigned registered holder hereby
sell(s), assign(s) and transfer(s) unto
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Please print or typewrite name and address including zip code of assignee
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(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.
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Signature
Date:_______________
