1
EXHIBIT 4(j)
TRW INC.
FORM OF COMMON STOCK WARRANT AGREEMENT
[FOR COMMON STOCK WARRANTS SOLD ALONE]*
WARRANT AGREEMENT dated as of _____________ between TRW Inc., an Ohio
corporation (hereinafter called the "Company") and _______________, as Warrant
Agent (therein called the "Warrant Agent").
WHEREAS, the Company proposes to sell warrant certificates evidencing
one or more warrants (the "Warrants" or, individually a "Warrant") representing
the right to purchase in the aggregate up to __________ shares of the Company's
common stock, par value $0.625 per share (the "Common Stock"), (the "Warrant
Securities"), such warrant certificates and other warrant certificates issued
pursuant to this Agreement being herein called the "Warrant Certificates"; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company in connection with the issuance, exchange, exercise and replacement of
the Warrant Certificates, and in this Agreement wishes to set forth, among other
things, the form and provisions of the Warrant Certificates and the terms and
conditions on which they may be issued, exchanged, exercised and replaced:
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I.
ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES.
SECTION 1.01 Issuance of Warrants. Each Warrant Certificate shall
evidence one or more Warrants. Each Warrant evidenced thereby shall represent
the right, subject to the provisions contained herein and therein, to purchase
___________ share(s) of Common Stock.
SECTION 1.02 Execution and Delivery of Warrant Certificates. Each
Warrant Certificate, whenever issued, shall be in [bearer] [registered] form
substantially in the form set forth in Exhibit A hereto, shall be dated _______
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the
----------
*Monetary amounts may be in U.S. dollars or in foreign denominated currency or
units consisting of multiple currencies.
2
officers of the Company executing the same may approve (execution thereof to be
conclusive evidence of such approval) and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which the Warrants may be listed, or to conform to
usage. The Warrant Certificates shall be signed on behalf of the Company by [its
Chairman of the Board, its President, one of its Vice Presidents, its Treasurer
or one of its Assistant Treasurers] under its corporate seal and attested by its
Secretary or one of its Assistant Secretaries. Such signatures may be manual or
facsimile signatures of such authorized officers and may be imprinted or
otherwise reproduced on the Warrant Certificates. The seal of the Company may be
in the form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Warrant Certificates.
No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence that the Warrant Certificate so countersigned has been duly
issued hereunder.
In case any officer of the Company who shall have signed any of the
Warrant Certificates either manually or by facsimile signature shall cease to be
such officer before the Warrant Certificates so signed shall have been
countersigned and delivered by the Warrant Agent, such Warrant Certificates may
be countersigned and delivered notwithstanding that the person who signed such
Warrant Certificates ceased to be such officer of the Company; and any Warrant
Certificate may be signed on behalf of the Company by such persons as, at the
actual date of the execution of such Warrant Certificate, shall be the proper
officers of the Company, although at the date of the execution of this Agreement
any such person was not such officer.
[If bearer Warrants -- The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean the bearer of such Warrant Certificate.]
[If registered Warrants -- The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean any person in whose name at the time any
Warrant Certificate shall be registered upon the books to be maintained by the
Warrant Agent for that purpose.]
SECTION 1.03. Issuance of Warrant Certificates. Warrant Certificates
evidencing the right to purchase an aggregate of ___________ maximum shares of
Warrant Securities (except as provided in Sections 1.04, 2.03(c), 3.02 and 4.01)
may be executed by the Company and delivered to the Warrant Agent upon the
execution of this Warrant Agreement or from time to time thereafter. The Warrant
Agent shall, upon receipt of Warrant Certificates duly executed on behalf of the
Company, countersign Warrant Certificates evidencing Warrants representing the
right to purchase up to __________ shares of Warrant Securities and shall
deliver such Warrant Certificates to or upon the order of the Company.
Subsequent to such original issuance of the Warrant Certificates, the Warrant
Agent shall countersign a Warrant Certificate only if the Warrant Certificate is
issued in exchange or substitution for one or more previously countersigned
Warrant Certificates [If registered
2
3
Warrants -- or in connection with their transfer], as hereinafter provided or as
provided in Section 2.03(c).
SECTION 1.04. Temporary Warrant Certificates. Pending the preparation
of definitive Warrant Certificates, the Company may execute, and upon the order
of the Company, the Warrant Agent shall authenticate and deliver, temporary
Warrant Certificates which are printed, lithographed, typewritten, mimeographed
or otherwise produced substantially of the tenor of the definitive Warrant
Certificate in lieu of which they are issued and with such insertions,
omissions, substitutions and other variations as the officers executing such
Warrant Certificate may determine as appropriate, as evidenced by their
execution of such Warrant Certificates.
If temporary Warrant Certificates are issued, the Company will cause
definitive Warrant Certificates to be prepared without unreasonable delay. After
the preparation of definitive Warrant Certificates, the temporary Warrant
Certificates shall be exchangeable for definitive Warrant Certificates upon
surrender of the temporary Warrant Certificates at the corporate trust office of
the Warrant Agent [or __________________], without charge to the holders. Upon
surrender for cancellation of any one or more temporary Warrant Certificates the
Company shall execute and the Warrant Agent shall authenticate and deliver in
exchange therefor definitive Warrant Certificates representing the same
aggregate number of Warrants. Until so exchanged, the temporary Warrant
Certificates shall in all respects be entitled to the same benefits under this
Agreement as definitive Warrant Certificates.
ARTICLE II.
WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS.
SECTION 2.01. Warrant Price. On __________, 19__ the exercise price of
each Warrant is [specified currency and amount]. During the period from
_____________, 19__ through and including _____________, 19__, the exercise
price of each Warrant will be [specified currency and amount]. The Warrant Price
is subject to adjustment as set forth in Section 2.03(g). Such purchase price of
Warrant Securities is referred to in this Agreement as the "Warrant Price".
SECTION 2.02. Duration of Warrants. Each Warrant may be exercised in
whole at any time, as specified herein, on or after [the date thereof]
[___________, 19__] and at or before 5 P.M. New York time on _________, 19__
(the "Expiration Date"). Each Warrant not exercised at or before 5 P.M. New York
time on the Expiration Date shall become void, and all rights of the holder of
the Warrant Certificate evidencing such Warrant under this Agreement shall
cease.
SECTION 2.03. Exercise of Warrants. (a) During the period specified in
Section 2.02, any whole number of Warrants may be exercised by providing certain
information set forth on the reverse side of the Warrant Certificate and by
paying in full, [in lawful money of the United States of America,] [in cash or
by certified check or official bank check or by bank wire transfer, in each
case,] [by bank wire transfer] in immediately available funds, the Warrant Price
for each Warrant exercised, to the Warrant Agent at its corporate trust office
[or at _______], provided that such exercise is subject to receipt within five
business days of such [payment] [wire transfer] by
3
4
the Warrant Agent of the Warrant Certificate with the form of election to
purchase Warrant Securities set forth on the reverse side of the Warrant
Certificate properly completed and duly executed. The date on which payment in
full of the Warrant Price is received by the Warrant Agent shall, subject to
receipt of the Warrant Certificate as aforesaid, be deemed to be the date on
which the Warrant is exercised. The Warrant Agent shall deposit all funds
received by it in payment of the Warrant Price in an account of the Company
maintained with it and shall advise the Company by telephone at the end of each
day on which a [payment] [wire transfer] for the exercise of Warrants is
received of the amount so deposited to its account. The Warrant Agent shall
promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company and the transfer agent for the Common Stock (the
"Transfer Agent") of (i) the number of Warrants exercised, (ii) the instructions
of each holder of the Warrant Certificates evidencing such Warrants with respect
to delivery of the Warrant Securities to which such holder is entitled upon such
exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any,
of the Warrants remaining after such exercise, and (iv) such other information
as the Company or the Transfer Agent shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant, the
Company shall issue or cause to be issued to or upon the order of the holder of
the Warrant Certificate evidencing such Warrant, a stock certificate
representing the Warrant Securities to which such holder is entitled. If fewer
than all of the Warrants evidenced by such Warrant Certificate are exercised,
the Company shall execute, and an authorized officer of the Warrant Agent shall
manually countersign and deliver, a new Warrant Certificate evidencing the
number of such Warrants remaining unexercised.
(d) The Company will pay any documentary stamp taxes attributable to
the initial issuance of the Warrant Securities upon the exercise of the
Warrants; provided, however, that the Company shall not be required to pay any
stamp or other tax or other governmental charge required to be paid in
connection with any transfer involved in the issue of the certificate
representing Warrant Securities; and in the event that any such transfer is
involved, the Company shall not be required to issue or deliver any certificate
representing any Warrant Security until such tax or other charge shall have been
paid or it has been established to the Company's satisfaction that no such tax
or other charge is due.
(e) Subject to Section 2.03(f), in case the Company shall (i) pay a
dividend in Common Stock or shares of capital stock convertible into Common
Stock, or make a distribution of shares of Common Stock or shares of capital
stock convertible into Common Stock, on its outstanding Common Stock, (ii)
subdivide its outstanding Common Stock into a greater number of such shares,
(iii) combine its outstanding Common Stock into a smaller number of shares of
Common Stock or (iv) issue, by reclassification of its Common Stock, other
securities of the Company, the number of shares of Common Stock and, for
transactions referred to in clauses (i) and (iv) the kind of securities,
purchasable upon exercise of a Warrant outstanding immediately prior thereto
shall be adjusted so that the holder of a Warrant shall be entitled to receive
the kind and number of shares of Common Stock or other securities of the Company
that such holder would have owned or would have been entitled to receive
immediately after the happening of any of the events described above, had the
4
5
Warrant been exercised immediately prior to the happening of such event or any
record date with respect thereto. Except as provided in this Section 2.03(e), no
adjustment to the Warrant Securities shall be made in respect of any dividends
or distributions out of surplus or net profit. Any adjustment made pursuant to
this Section 2.03(e) shall become effective immediately after the effective date
of such event retroactive to the record date, if any, for such event.
(f) No adjustment in the number of shares of Warrant Securities
purchasable pursuant to the Warrants shall be required unless such adjustment
would require an increase or decrease of at least one percent (1%) in the number
of shares of Warrant Securities then purchasable upon the exercise of the
Warrants in the aggregate or, if the Warrants are not then exercisable, the
number of shares of Warrant Securities purchasable upon the exercise of the
Warrants on the first date thereafter that the Warrants become exercisable;
provided, however, that any adjustments which by reason of this Section 2.03(f)
are not required to be made immediately shall be carried forward and taken into
account in any subsequent adjustment.
(g) Whenever the kind and/or number of shares of Common Stock
purchasable upon the exercise of a Warrant is adjusted as provided in this
Section 2.03, the Warrant Price payable upon exercise of the Warrant shall be
adjusted by multiplying such Warrant Price immediately prior to such adjustment
by a fraction, of which the numerator shall be the number of shares of Common
Stock or other securities purchasable upon the exercise of such Warrant
immediately prior to such adjustment and of which the denominator shall be the
number of shares of Common Stock or other securities so purchasable immediately
thereafter. If, as a result of any adjustment as provided in this Section 2.03,
the holder of any Warrant shall become entitled to receive shares of two or more
classes of capital stock of the Company, the Board of Directors of the Company
shall determine by resolution the allocation of the adjusted Warrant Price
between or among shares of such classes of capital stock. Such determination, if
based upon the Board of Directors' good faith business judgment, shall be
binding upon the registered holders. The Company will deliver a certified copy
of such resolution of the Board of Directors to the Warrant Agent.
(h) Whenever the number of shares of Warrant Securities purchasable
upon the exercise of a Warrant or the Warrant Price is adjusted as herein
provided, the Company shall cause to be promptly given to the Warrant Agent [and
each registered holder of a Warrant] written notice of such adjustment or
adjustments and, with regard to the Warrant Agent only, a certificate of the
chief financial officer of the Company setting forth the number and kind of
shares of capital stock purchasable upon the exercise of a Warrant and the
Warrant Price after such adjustment, a brief statement of the facts requiring
such adjustment and the computation by which such adjustment was made.
(i) In case of any consolidation of the Company with or merger of the
Company into another corporation or in case of any sale or conveyance to another
corporation of the property, assets or business of the Company as an entirety or
substantially as an entirety, the Company or such successor or purchasing
corporation, as the case may be, shall execute with the Warrant Agent an
agreement that the registered holders of the Warrants shall have the right
thereafter, upon payment of the Warrant Price in effect immediately prior to
such action, to purchase upon exercise of each Warrant, the kind and amount of
shares and other securities and property which it would have owned
5
6
or have been entitled to receive after the happening of such consolidation,
merger, sale or conveyance had each Warrant been exercised immediately prior to
such action. Any such agreements referred to in this Section 2.03(i) shall
provide for adjustments, which shall be as nearly equivalent as may be
practicable to the adjustments provided for in Section 9 hereof. The provisions
of this Section 2.03(i) shall similarly apply to successive consolidations,
mergers, sales or conveyances.
(j) Irrespective of any adjustments in the Warrant Price or the number
or kind of securities issuable upon exercise of Warrants, Warrant Certificates
theretofore or thereafter issued may continue to express the same price and
number of securities as are stated in the similar Warrant Certificates initially
issuable pursuant to this Agreement. However, the Company may, at any time in
its sole discretion (which shall be conclusive), make any change in the form of
Warrant Certificate that it may deem appropriate and that does not affect the
substance thereof; and any Warrant Certificate thereafter issued, whether [upon
registration of transfer of, or] in exchange or substitution for, an outstanding
Warrant Certificate, may be in the form so changed.
(k) The Company shall not be required to issue fractional shares of
Common Stock or any other security on the exercise of a Warrant. If any fraction
of a share of Common Stock or other security would, except for the provisions of
this Section 2.03(k), be issuable on the exercise of a Warrant (or specified
portion thereof), the Company shall in lieu thereof pay an amount in cash equal
to the then Current Market Price multiplied by such fraction. For purposes of
this Agreement, the term "Current Market Price" shall mean (i) if the Common
Stock is traded on the New York Stock Exchange (the "NYSE") or on any other
national securities exchange or on Nasdaq, the average for the 30 consecutive
trading days immediately preceding the date in question of the daily per share
closing prices of the Common Stock on the NYSE or on the principal national
securities exchange on which it is listed or on Nasdaq, as the case may be, or
(ii) if the Common Stock or other security is traded in the over-the-counter
market and not on the NYSE or on any other national securities exchange or on
Nasdaq, the average of the per share closing bid prices of the Common Stock on
the 30 consecutive trading days immediately preceding the date in question, as
reported by Nasdaq or an equivalent generally accepted reporting service. The
closing price referred to in clause (i) above shall be the last reported sale
price or, in the case no such reported sale takes place on such day, the average
of the reported closing bid and asked prices, in either case on the NYSE or on
the principal national securities exchange on which the Common Stock or other
security is then listed or on Nasdaq. For purposes of clause (ii) above, if
trading in the Common Stock or other security is not reported by Nasdaq, the bid
price referred to in said clause shall be the lowest bid price as reported in
the "pink sheets" published by National Quotation Bureau, Incorporated.
ARTICLE III.
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES.
SECTION 3.01. No Rights as Stockholder Conferred by Warrants or Warrant
Certificates. No Warrant Certificate or Warrant evidenced thereby shall entitle
the holder thereof to any of the rights of a holder of Warrant Securities,
including, without limitation, the right to receive dividends
6
7
or other distributions, to vote on any matter submitted to the Company's
stockholders or to receive notice of any meetings of stockholders.
SECTION 3.02. Lost, Stolen, Mutilated or Destroyed Warrant
Certificates. Upon receipt by the Warrant Agent of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of any Warrant Certificate and of indemnity reasonably satisfactory
to it and, in the case of mutilation, upon surrender thereof to the Warrant
Agent for cancellation, then, in the absence of notice to the Company or the
Warrant Agent that such Warrant Certificate has been acquired by a bona fide
purchaser, the Company shall execute, and an authorized officer of the Warrant
Agent shall manually countersign and deliver, in exchange for or in lieu of the
lost, stolen, destroyed or mutilated Warrant Certificate, a new Warrant
Certificate of the same tenor and evidencing a like number of Warrants. Upon the
issuance of any new Warrant Certificate under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Warrant Agent) in connection therewith. Every
substitute Warrant Certificate executed and delivered pursuant to this Section
in lieu of any lost, stolen or destroyed Warrant Certificate shall represent an
additional contractual obligation of the Company, whether or not the lost,
stolen or destroyed Warrant Certificate shall be at any time enforceable by
anyone, and shall be entitled to the benefits of this Agreement equally and
proportionately with any and all other Warrant Certificates duly executed and
delivered hereunder. The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement of mutilated, lost, stolen or destroyed Warrant Certificates.
SECTION 3.03. Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of a Warrant
Certificate, without the consent of the Warrant Agent, the Trustee, the holder
of any Warrant Securities or the holder of any other Warrant Certificate, may,
in his own behalf and for his own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company suitable to enforce
or otherwise in respect of, his right to exercise the Warrants evidenced by his
Warrant Certificate in the manner provided in his Warrant Certificate and in
this Agreement.
SECTION 3.04. Merger, Consolidation, Conveyance, Transfer or Lease. If
at any time there shall be a merger, consolidation, conveyance, transfer or
lease of assets subject to Section 12.01 of the Indenture, then in any such
event the successor or assuming corporation referred to therein shall succeed to
and be substituted for the Company, with the same effect, subject to the
Indenture, as if it had been named herein and in the Warrant as the Company; the
Company shall thereupon be relieved of any further obligation hereunder or under
the Warrants, and the Company as the predecessor corporation may thereupon or at
any time thereafter be dissolved, wound up or liquidated. Such successor or
assuming corporation thereupon may cause to be signed, and may issue either in
its own name or in the name of the Company, any or all of the Warrants issuable
hereunder that theretofore shall not have been signed by the Company, and may
execute and deliver Warrant Securities in its own name pursuant to such
Indenture, in fulfillment of its obligations to deliver Warrant Securities upon
exercise of the Warrants. All the Warrants so issued shall in all respects have
the same legal rank and benefit under this Agreement as the Warrants theretofore
or thereafter issued in accordance with the terms of this Agreement as though
all of such Warrants had
7
8
been issued at the date of the execution hereof. In any case of any such
consolidation, merger, conveyance, transfer or lease, such changes in
phraseology and form (but not in substance) may be made in the Warrants
thereafter to be issued as may be appropriate.
The Warrant Agent may receive a written opinion of legal counsel as
conclusive evidence that any such consolidation, merger, conveyance, transfer or
lease complies with the provisions of this Section 3.04 and the Indenture.
ARTICLE IV.
EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES.
SECTION 4.01. Exchange and Transfer of Warrant Certificates. Upon
surrender at the corporate trust office of the Warrant Agent [or ________],
Warrant Certificates evidencing Warrants may be exchanged for Warrant
Certificates in other denominations evidencing such Warrants. [If registered
Warrants -- or the transfer thereof may be registered in whole or in part];
provided that such other Warrant Certificates evidence the same aggregate number
of Warrants as the Warrant Certificates so surrendered. [If registered Warrants
-- The Warrant Agent shall keep, at its corporate trust office [and at _______],
books in which, subject to such reasonable regulations as it may prescribe, it
shall register Warrant Certificates and exchanges and transfers of outstanding
Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant
Agent at its corporate trust office [or _________] for exchange [or registration
of transfer], properly endorsed or accompanied by appropriate instruments of
registration of transfer and written instructions for transfer, all in form
satisfactory to the Company and the Warrant Agent.] No service charge shall be
made for any exchange [or registration of transfer] or Warrant Certificates, but
the Company may require payment of a sum sufficient to cover any stamp or other
tax or other governmental charge that may be imposed in connection with any such
exchange [or registration of transfer]. Whenever any Warrant Certificates are so
surrendered for exchange [or registration of transfer] an authorized officer of
the Warrant Agent shall manually countersign and deliver to the person or
persons entitled thereto a Warrant Certificate or Warrant Certificates duly
authorized and executed by the Company, as so requested. The Warrant Agent shall
not be required to effect any exchange [or registration of transfer] which will
result in the issuance of a Warrant Certificate evidencing a fraction of a
Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant
Certificates issued upon any exchange [or registration of transfer] of Warrant
Certificates shall be the valid obligations of the Company, evidencing the same
obligations, and entitled to the same benefits under this Agreement, as the
Warrant Certificates surrendered for such exchange [or registration of
transfer.]
SECTION 4.02. Treatment of Holders of Warrant Certificates. [If bearer
Warrants -- Each Warrant Certificate shall be transferable by delivery and shall
be deemed negotiable and the bearer of each Warrant Certificate may be treated
by the Company, the Warrant Agent and all other persons dealing with such bearer
as the absolute owner thereof for any purpose and as the person entitled to
exercise the rights represented by the Warrants evidenced thereby, any notice to
the contrary withstanding.] [If registered Warrants -- The Company and the
Warrant Agent may treat the registered holder as the absolute owner thereof for
any purpose and as the person entitled to exercise
8
9
the rights represented by the Warrants evidenced thereby, any notice to the
contrary notwithstanding.]
SECTION 4.03. Cancellation of Warrant Certificates. Any Warrant
Certificate surrendered for exchange[, registration of transfer] or exercise of
the Warrants evidenced thereby shall, if surrendered to the Company, be
delivered to the Warrant Agent and all Warrant Certificates surrendered or so
delivered to the Warrant Agent shall be promptly canceled by the Warrant Agent
and shall not be reissued and, except as expressly permitted by this Agreement,
no Warrant Certificate shall be issued hereunder in exchange or in lieu thereof.
The Warrant Agent shall deliver to the Company from time to time otherwise
dispose of canceled Warrant Certificates in a manner satisfactory to the
Company.
ARTICLE V.
CONCERNING THE WARRANT AGENT.
SECTION 5.01. Warrant Agent. The Company hereby appoints _____________
as Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein set forth and
_____________ hereby accepts such appointment. The Warrant Agent shall have the
powers and authority granted to and conferred upon it in the Warrant
Certificates and herein and such further powers and authority to act on behalf
of the Company as the Company may hereafter grant to or confer upon it. All of
the terms and provisions with respect to such powers and authority contained in
the Warrant Certificates are subject to and governed by the terms and provisions
hereof.
SECTION 5.02. Conditions of Warrant Agent's Obligations. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of which the rights hereunder of the holders from time to time of the Warrant
Certificates shall be subject:
(a) Compensation and Indemnification. The Company agrees
promptly to pay the Warrant Agent the compensation to be agreed upon
with the Company for all services rendered by the Warrant Agent and to
reimburse the Warrant Agent for reasonable out-of-pocket expenses
(including counsel fees) incurred by the Warrant Agent in connection
with the services rendered hereunder by the Warrant Agent. The Company
also agrees to indemnify the Warrant Agent for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or
bad faith on the part of the Warrant Agent, arising out of or in
connection with its acting as Warrant Agent hereunder, as well as the
costs and expenses of defending against any claim of such liability.
(b) Agent for the Company. In acting under this Warrant
Agreement and in connection with the Warrant Certificates, the Warrant
Agent is acting solely as agent of the Company and does not assume any
obligation or relationship of agency or trust for or with any of the
holders of Warrant Certificates or beneficial owners of Warrants.
9
10
(c) Counsel. The Warrant Agent may consult with counsel
satisfactory to it, and the advice of such counsel shall be full and
complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in accordance
with the advice of such counsel.
(d) Documents. The Warrant Agent shall be protected and shall
incur no liability for or in respect of any action taken or thing
suffered by it in reliance upon any Warrant Certificate, notice,
direction, consent, certificate, affidavit, statement or other paper or
document reasonably believed by it to be genuine and to have been
presented or signed by the proper parties.
(e) Certain Transactions. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any
interest in, Warrants, with the same rights that it or they would have
if it were not the Warrant Agent hereunder, and, to the extent
permitted by applicable law, it or they may engage or be interested in
any financial or other transaction with the Company and may act on, or
as depositary, trustee or agent for, any committee or body of holders
of obligations of the Company as freely as if it were not the Warrant
Agent hereunder. Nothing in this Warrant Agreement shall be deemed to
prevent the Warrant Agent from acting as trustee under any indenture of
the Company.
(f) No Liability for Interest. The Warrant Agent shall have no
liability for interest on any monies at any time received by it
pursuant to any of the provisions of this Agreement or of the Warrant
Certificates.
(g) No Liability for Invalidity. The Warrant Agent shall have
no liability with respect to any invalidity of this Agreement or any of
the Warrant Certificates.
(h) No Responsibility for Representations. The Warrant Agent
shall not be responsible for any of the recitals or representations
herein or in the Warrant Certificates (except as to the Warrant Agent's
counter-signature thereon), all of which are made solely by the
Company.
(i) No Implied Obligations. The Warrant Agent shall be
obligated to perform only such duties as are herein and in the Warrant
Certificates specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Warrant
Certificates against the Warrant Agent. The Warrant Agent shall not be
under any obligation to take any action hereunder which may tend to
involve it in any expense or liability, the payment of which within a
reasonable time is not, in its reasonable opinion, assured to it. The
Warrant Agent shall not be accountable or under any duty or
responsibility for the use by the Company of any of the Warrant
Certificates authenticated by the Warrant Agent and delivered by it to
the Company pursuant to this Agreement or for the application by the
Company of the proceeds of the Warrant Certificates. The Warrant Agent
shall have no duty or responsibility in case of any default by the
Company in the performance of its covenants or agreements contained
herein or in the Warrant Certificates or in the case of the receipt of
any written demand from a holder of a Warrant Certificate with respect
to such default,
10
11
including, without limiting the generality of the foregoing, any duty
or responsibility to initiate or attempt to initiate any proceedings at
law or otherwise or, except as provided in Section 6.02 hereof, to make
any demand upon the Company.
SECTION 5.03. Resignation and Appointment of Successor. (a) The Company
agrees, for the benefit of the holders from time to time of the Warrant
Certificates, that there shall at all times be a Warrant Agent hereunder until
all the Warrant Certificates are no longer exercisable.
(b) The Warrant Agent may at any time resign as such agent by giving
written notice to the Company of such intention on its part, specifying the date
on which its desired resignation shall become effective; provided, however, that
such date shall not be less than three months after the date on which such
notice is given unless the Company otherwise agrees. The Warrant Agent hereunder
may be removed at any time by the filing with it of an instrument in writing
signed by or on behalf of the Company and specifying such removal and the date
when it shall become effective. Such resignation or removal shall take effect
upon the appointment by the Company, as hereinafter provided, of a successor
Warrant Agent (which shall be a bank or trust company authorized under the laws
of the jurisdiction of its organization to exercise corporate trust powers) and
the acceptance of such appointment by such successor Warrant Agent. The
obligation of the Company under Section 5.02(a) shall continue to the extent set
forth therein notwithstanding the resignation or removal of the Warrant Agent.
(c) In case at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or shall file a petition seeking relief under the Federal Bankruptcy
Code, as now constituted or hereafter amended, or under any other applicable
Federal or State bankruptcy law or similar law or make an assignment for the
benefit of its creditors or consent to the appointment of a receiver or
custodian of all or any substantial part of its property, or shall admit in
writing its inability to pay or meet its debts as they mature, or if a receiver
or custodian of it or of all or any substantial part of its property shall be
appointed, or if an order of any court shall be entered for relief against it
under the provisions of the Federal Bankruptcy Code, as now constituted or
hereafter amended, or under any other applicable Federal or State bankruptcy or
similar law, or if any public officer shall have taken charge or control of the
Warrant Agent or of its property or affairs, for the purpose of rehabilitation,
conservation or liquidation, a successor Warrant Agent, qualified as aforesaid,
shall be appointed by the Company by an instrument in writing, filed with the
successor Warrant Agent. Upon the appointment as aforesaid of a successor
Warrant Agent and acceptance by the successor Warrant Agent of such appointment,
the Warrant Agent shall cease to be Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with all
the authority, rights, powers, trusts, immunities, duties and obligations of
such predecessor with like effect as if originally named as Warrant Agent
hereunder, and such predecessor, upon payment of its charges and disbursements
then unpaid, shall thereupon become obligated to transfer, deliver and pay over,
and such successor Warrant Agent shall be entitled to
11
12
receive, all monies, securities and other property on deposit with or held by
such predecessor as Warrant Agent hereunder.
(e) Any corporation into which the Warrant Agent hereunder may be
merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party or any corporation to
which the Warrant Agent shall sell or otherwise transfer all or substantially
all the assets and business of the Warrant Agent, provided that it shall be
qualified as aforesaid, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto.
12
13
ARTICLE VI.
MISCELLANEOUS.
SECTION 6.01. Amendment. This Agreement may be amended by the parties
hereto, without the consent of the holder of any Warrant Certificate, for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company and
the Warrant Agent may deem necessary or desirable, provided that such action
shall not adversely affect the interests of the holders of the Warrant
Certificates.
SECTION 6.02. Notices and Demands to the Company and Warrant Agent. If
the Warrant Agent shall receive any notice or demand addressed to the Company by
the holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.
SECTION 6.03. Addresses. Any communication from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to
_________________, Attention: _____________ and any communication from the
Warrant Agent to the Company with respect to this Agreement shall be addressed
to TRW Inc., 000 Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxx 00000, Attention: Secretary (or
such other address as shall be specified in writing by the Warrant Agent or by
the Company).
SECTION 6.04. Applicable Law. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder and
of the respective terms and provisions thereof shall be governed by, and
construed in accordance with, the laws of the State of New York.
SECTION 6.05. Delivery of Prospectus. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus relating to the Warrant
Securities deliverable upon exercise of Warrants (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the holder of the Warrant Certificate evidencing such Warrant,
prior to or concurrently with the delivery of the Warrant Securities issued upon
such exercise, a Prospectus relating to such Warrant Securities.
SECTION 6.06. Obtaining of Government Approvals; Exchange Listings. The
Company will from time to time take any action which may be necessary to obtain
and keep effective any and all permits, consents and approvals of governmental
agencies and authorities and securities acts filings under United States Federal
and State laws (including without limitation a registration statement in respect
of the Warrants and Warrant Securities under the Securities Act of 1933), which
may be or become requisite in connection with the issuance, sale, transfer and
delivery of the Warrant Certificates, the exercise of the Warrants, the
issuance, sale, transfer and delivery of the Warrant Securities issued upon
exercise of the Warrants or upon the expiration of the period during which the
Warrants are exercisable. Prior to the issuance of any shares of Warrant
Securities or other securities upon exercise of the Warrants, the Company shall
secure the listing of shares on any and all national securities exchanges or
interdealer quotation system upon which any of the other shares of Warrant
Securities or other securities are then listed.
13
14
SECTION 6.07. Persons Having Rights under Warrant Agreement. Nothing in
this Agreement shall give to any person other than the Company, the Warrant
Agent and the holders of the Warrant Certificates any right, remedy or claim
under or by reason of this Agreement.
SECTION 6.08. Headings. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.
SECTION 6.09. Counterparts. This Agreement may be executed in any
number of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
SECTION 6.10. Inspection of Agreement. A copy of this Agreement shall
be available at all reasonable times at the principal corporate trust office of
the Warrant Agent for inspection by the holder of any Warrant Certificate. The
Warrant Agent may require such holder to submit his Warrant Certificate for
inspection by it.
14
15
IN WITNESS WHEREOF, each of TRW Inc. and [Warrant Agent] has caused
this Agreement to be signed by one of its duly authorized officers, and its
corporate seal to be affixed hereunto, and the same to be attested by its
Secretary or one of its Assistant Secretaries, all as of the day and year first
above written.
TRW, INC.
By_______________________________________
Attest:
_______________________________________
By_______________________________________
As Warrant Agent
Attest:
_______________________________________
15
16
EXHIBIT A
(FORM OF WARRANT CERTIFICATE)
(Face of Warrant Certificate)
[Form of Legend if Warrants are Prior to ______, Warrants evidenced by this
not immediately exercisable: Warrant Certificate cannot be exercised.]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
TRW INC.
WARRANTS TO PURCHASE
_________ shares of Common Stock
VOID AFTER 5 P.M. NEW YORK TIME ON __________, 19__
[No.] Warrants
This certifies that [the bearer is the] [____________ or
registered assigns is the registered] owner of the above indicated number of
Warrants, each Warrant entitling such [bearer] [owner] to purchase, at any time
[after 5 P.M. New York time on _______, 19__ and] on or before 5 P.M. New York
time on _______, 19__, __________ shares of Common Stock, par value $0.625 per
share (the "Warrant Securities"), of TRW Inc. (the "Company"), on the following
basis: [on _______, 19__ the exercise price of each Warrant is [specified
currency and amount]; during the period from _______, 19__, through and
including ____________, 19__, the exercise price of each Warrant will be
[specified currency and amount] (the "Warrant Price"). The holder may exercise
the Warrants evidenced hereby by providing certain information set forth on the
back hereof and by paying in full, [in lawful money of the United States of
America] [in cash or by certified check or official bank check or by bank wire
transfer, in each case,] [by bank wire transfer] in immediately available funds,
the Warrant Price for each Warrant exercised to the Warrant Agent (as
hereinafter defined) and by surrendering this Warrant Certificate, with the
purchase form on the back hereof duly executed, at the corporate trust office of
[name of Warrant Agent], or its successor as warrant agent (the "Warrant
Agent"), [or __________] currently at the address specified on the reverse
hereof, and upon compliance with and subject to the conditions set forth herein
and in the Warrant Agreement (as hereinafter defined).
Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase whole shares of Warrant Securities. Upon any exercise
of fewer than all the Warrants evidenced by this Warrant Certificate, there
shall be issued to the holder hereof a new Warrant Certificate evidencing the
number of Warrants remaining unexercised.
A-1
17
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of ________, 19__ (the "Warrant Agreement") between
the Company and the Warrant Agent and is subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and provisions the
holder of this Warrant Certificate consents by acceptance hereof. Copies of the
Warrant Agreement are on file at the above-mentioned office of the Warrant Agent
[and at ________________]. The number of Warrant Securities and the Warrant
Price are subject to adjustment as provided in the Warrant Agreement.
[Bearer Warrants -- This Warrant Certificate, and all rights hereunder
may be transferred by delivery and the Company and the Warrant Agent may treat
the bearer hereof as the bearer for all purposes.]
[Registered Warrants -- This Warrant Certificate may be transferred
when surrendered at the corporate trust office of the Warrant Agent [or
__________] by registered owner or his assigns, in person or by an attorney duly
authorized in writing, in the manner and subject to the limitations provided in
the Warrant Agreement.]
After countersignature by the Warrant Agent and prior to the expiration
of this Warrant Certificate, this Warrant Certificate may be exchanged at the
corporate trust office of the Warrant Agent for Warrant Certificates
representing the same aggregate number of Warrants.
This Warrant Certificate shall not entitle the holder hereof to any of
the rights of a holder of the Warrant Securities, including, without limitation,
the right to receive dividends or other distributions, to vote on any matter
submitted to the Company's stockholders or to receive notice of any meetings of
stockholders.
A-2
18
This Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.
Dated as of ____________, 19__.
TRW Inc.
By__________________________________
Attest:
________________________________________
Countersigned:
________________________________________
As Warrant Agent
By______________________________________
Authorized Signature
A-3
19
[REVERSE OF WARRANT CERTIFICATE]
INSTRUCTIONS FOR EXERCISE OF WARRANT
To exercise the Warrants evidenced hereby, the holder must pay [in cash
or by certified check or official bank check or by bank wire transfer] [by bank
wire transfer] [in immediately available funds] the Warrant Price in full for
Warrants exercised to [insert name of Warrant Agent] Corporate Trust Department,
[insert address of Warrant Agent], Attn. _________ [or ____________ ], which
[payment] [wire transfer] must specify the name of the holder and the number of
Warrants exercised by such holder. In addition, the holder must complete the
information required below and present this Warrant Certificate in person or by
mail (registered mail is recommended) to the Warrant Agent at the addresses set
forth below. This Warrant Certificate, completed and duly executed, must be
received by the Warrant Agent within five business days of the [payment] [wire
transfer].
TO BE EXECUTED UPON EXERCISE OF WARRANT
The undersigned hereby irrevocable elects to exercise ________
Warrants, evidenced by this Warrant Certificate, to purchase _________ shares of
Common Stock, par value $0.625 per share (the "Warrant Securities"), of TRW Inc.
and represents that he has tendered payment for such Warrant Securities (in cash
or by certified check or official bank check or by bank wire transfer, in each
case,] [by bank wire transfer] in immediately available funds to the order of
TRW Inc., c/o [insert name and address of Warrant Agent], in the amount of
[specified currency and amount] in accordance with the terms hereof. The
undersigned requests that said shares of Warrant Securities be registered in the
authorized denominations, in such names and delivered] all as specified in
accordance with the instructions set forth below.
If the number of Warrant exercised is less than all of the Warrant
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered to
the undersigned unless otherwise specified in the instructions below.
Dated:
____\____\_____ Name_________________________________
(Please Print)
(Insert Social Security Address __________________________
or other Identifying
Number of Holder) __________________________
Signature __________________________
A-4
20
The Warrants evidenced hereby may be exercised at the following
addresses:
By hand at _________________________________________________
_________________________________________________
_________________________________________________
_________________________________________________
By mail at _________________________________________________
_________________________________________________
_________________________________________________
_________________________________________________
[Instructions as to form and delivery of Warrant Securities and, if
applicable, Warrant Certificates evidencing unexercised Warrants -- complete as
appropriate.]
A-5
21
[If Registered Warrant]
Assignment
(Form of Assignment To Be Executed If Holder Desires
to Transfer Warrants Evidenced Hereby)
FOR VALUE RECEIVED, __________________ hereby sells, assigns and transfers unto
Please insert social security
or other identify number
____\____\_____
__________________________________________________
(Please print name and address including zip code)
________________________________________________________________________________
the Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint _________________ Attorney, to transfer said
Warrant Certificate on the books of the Warrant Agent with full power of
substitution in the premises.
Dated:
___________________________
Signature
(Signature must conform in
all respects to name of
holder as specified on the
face of this Warrant
Certificate and must bear a
signature guarantee by a
bank, trust company or
member broker of the New
York, Midwest or
Philadelphia Stock Exchange
or the Pacific Exchange.)
Signature Guaranteed:
____________________________________________
A-6
