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EXHIBIT 4
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., 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.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL
SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITARY.
REGISTERED TRW INC. REGISTERED
- ---------- MEDIUM-TERM NOTE, SERIES E ----------
(GLOBAL NOTE)
Number ______________ CUSIP ______________
If applicable, the "Total Amount of OID," "Yield to Maturity" and
"Initial Accrual Period OID" (computed under the approximate method) below will
be completed solely for the purposes of applying the United States Federal
income tax original issue discount ("OID") rules.
[ ] Floating Rate Note [ ] Fixed Rate Note [ ] Specified Currency: [ ] U.S. Dollars
[ ]Other: ________________
Original Issue Date:________________________
Authorized Denominations:____________________________(Only
Principal Amount:___________________________ applicable if Specified Currency is other than U.S.
Dollars)
Issue Price:________________________________ Total Amount of OID:_____________________________________
Maturity Date:______________________________ Yield to Maturity:_______________________________________
Interest Rate:______________________________ Initial Accrual Period OID:______________________________
Interest Payment Period:____________________ Interest Payment Dates:__________________________________
Index:______________________________________
Alternative Payment Procedures (Only Applicable if Specified Currency is other than U.S. Dollars):______
- --------------------------------------------------------------------------------------------------------
[ ] Holder May Not Elect to Receive Payments in U.S. Dollars (Only Applicable if Specified Currency is
other than U.S. Dollars).
REDEMPTION REDEMPTION SINKING FUND SINKING FUND REPAYMENT REPAYMENT
DATE(S) PRICE(S) DATE(S) PRICE(S) DATE(S) PRICE(S)
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Other Provisions:_______________________________________________________________________________________
________________________________________________________________________________________________________
________________________________________________________________________________________________________
________________________________________________________________________________________________________
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ONLY APPLICABLE IF THIS IS A FLOATING RATE NOTE:
Initial Interest Rate:________________________ Spread (plus or minus):_______________________
Base Rate:____________________________________ Spread Multiplier:____________________________
Index Maturity:_______________________________ Maximum Interest Rate:________________________
Interest Reset Period:________________________ Minimum Interest Rate:________________________
Interest Reset Dates:_________________________ Calculation Agent:____________________________
This Note is a Registered Note of TRW Inc., an Ohio corporation (the
"Company"). This note is one of a series of Securities (as defined on the
attachment hereto) issued under the Indenture referred to on the attachment
hereto designated as Medium-Term Notes, Series E (the "Notes"). Subject to the
provisions hereof, the Company, for value received, hereby promises to pay to:
, or
registered assigns, the principal sum of:
(Specified Currency) on the Maturity Date shown above and to pay premium, if
any, and interest, if any, thereon, as described on the attachment hereto.
The principal of, premium, if any, and interest on this Note are
payable by the Company in such coin or currency of the United States of America
(or other Specified Currency as provided in this Note) as at the time of payment
shall be legal tender for the payment of public and private debts.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE ATTACHMENT HERETO, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been manually
executed by or on behalf of the Trustee under the Indenture, this Note shall not
be entitled to any benefit under the Indenture, or be valid or obligatory for
any purpose.
IN WITNESS WHEREOF, TRW Inc. has caused this Note to be duly executed
under its corporate seal.
TRW INC., an Ohio corporation
By:_______________________________________________
Carl G. Miller, Executive Vice President and
[Seal] Chief Financial Officer
By:_______________________________________________
William B. Lawrence, Executive Vice President,
General Counsel and Secretary
----------------------------------
CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the within-mentioned Indenture.
Dated: _________________________
THE CHASE MANHATTAN BANK,
as Trustee and Authenticating Agent
By:___________________________________
Authorized Signatory
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TRW Inc.
Medium-Term Note, Series E
1. This Note is one of the Medium-Term Notes, Series E (herein called
the "Notes") of the Company that is among the duly authorized debentures, notes
or other evidences of indebtedness (hereinafter called the "Securities") of the
Company, all such Securities issued and to be issued under an Indenture, dated
as of May 1, 1986, as amended by the First Supplemental Indenture, dated as of
August 24, 1989, the Second, Third, Fourth and Fifth Supplemental Indentures,
each dated as of June 2, 1999, and the Sixth and Seventh Supplemental
Indentures, each dated as of June 23, 1999, between the Company and The Chase
Manhattan Bank, as successor Trustee to Mellon Bank, N.A. (herein called the
"Indenture"), to which Indenture and all other indentures supplemental thereto
reference is hereby made for a statement of the rights and limitations of rights
thereunder of the Holders of the Securities and of the rights, obligations,
duties and immunities of the Trustee, any agent of the Trustee and the Paying
Agent for each series of Securities and of the Company, and the terms upon which
the Securities are issued and are to be authenticated and delivered. As provided
in the Indenture, 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 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 (as defined in the Indenture) and may otherwise
vary as provided or permitted in the Indenture. The Notes of this series may be
issued at various times with different maturity dates and different principal
repayment provisions, may be issued as global Notes in registered form ("Global
Notes") or definitive Notes in registered form without coupons attached
("Certificated Notes"), may bear interest at different rates, may be payable in
different currencies and may otherwise vary, all as provided in the Indenture.
2.A. The principal of, premium, if any, and interest, if any, on this
Note are payable by the Company in such coin or currency specified on the face
hereof as at the time of payment shall be legal tender for the payment of public
and private debts (the "Specified Currency"). Principal and interest will be
determined with reference to such rate, formula, index, including commodity
prices or equity indices, or method of calculation shown on the face hereof. If
the maturity (or date of redemption or repayment) of this Note falls on a day
that is not a Business Day (as defined below), the payment of principal,
premium, if any, and interest will be made on the next succeeding Business Day,
and no interest on such payment shall accrue for the period from and after such
maturity, redemption or repayment date, as the case may be, and such Business
Day shall be considered the day such payments are due for all purposes of this
Note.
B. The Regular Record Date (as defined in the Indenture) with respect
to any Interest Payment Date (as defined below) shall be the date 15 calendar
days immediately preceding such Interest Payment Date, whether or not such date
shall be a Business Day (as defined below). Interest which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the person in whose name a Note is registered at the close of business on the
Regular Record Date next
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preceding such Interest Payment Date; provided, however, that interest payable
on the Interest Payment Date occurring at Maturity will be paid to the person to
whom principal shall be payable; provided, further, that the first payment of
interest on any Note with an Original Issue Date between a Regular Record Date
and an Interest Payment Date or on an Interest Payment Date will be made on the
Interest Payment Date following the next succeeding Regular Record Date to the
registered owner of this Note at the close of business on such next succeeding
Regular Record Date. Notwithstanding the foregoing, any interest that is payable
but not punctually paid or duly provided for on any Interest Payment Date shall
forthwith cease to be payable to the registered Holder thereof on such Regular
Record Date, and may be paid to the person in whose name such Note is registered
on the close of business on a Special Record Date (as defined in the Indenture)
for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof having been given to the Holder of such Note not less than 30 days prior
to the date of the proposed payment, or may be paid at any time and in any other
lawful manner, as more fully provided in the Indenture. A "Business Day" means
any day, other than a Saturday or Sunday, (a) that is neither a legal holiday
nor a day on which banking institutions are authorized or required by law or
regulation to close (x) in The City of New York or (y) for notes denominated in
a specified currency other than U.S. dollars, Australian dollars or euro, in the
principal financial center of the country of the specified currency or (z) for
notes denominated in Australian dollars, in Sydney, (b) for notes denominated in
euro, that is also a day on which the Trans-European Automated Real-time Gross
Settlement Express Transfer System, which is commonly referred to as "TARGET,"
is operating and (c) for LIBOR Notes, a London Banking Day. "London Banking Day"
means any day on which dealings in deposits in the relevant Index Currency are
transacted in the London interbank market. In connection with any calculations
of the rate of interest hereon, all percentages will be rounded, if necessary,
to the nearest one hundred-thousandth of a percentage point (with five
one-millionths of a percentage point being rounded up), and all currency or
currency unit amounts used and resulting from such calculations on the Notes
will be rounded to the nearest one-hundredth of a unit (with five
one-thousandths of a unit being rounded up) and all dollar amounts used in or
resulting from such calculation on Floating Rate Notes will be rounded to the
nearest cent, with half-cent rounded up.
C. If this is a Fixed Rate Note, the Company promises to pay interest
on the principal amount at the rate per annum shown on the face hereof until the
principal amount hereof is paid or made available for payment. The Company will
pay interest on March 15 and September 15 of each year or on the dates otherwise
specified on the face hereof (each an "Interest Payment Date"), commencing with
the Interest Payment Date immediately following the Original Issue Date shown on
the face hereof, and at Maturity. If any Interest Payment Date falls on a day
that is not a Business Day, the interest payment shall be made on the next day
that is a Business Day, and no interest on such payment shall accrue for the
period from and after the Interest Payment Date. Interest shall accrue from and
including the most recent Interest Payment Date or, if no interest has been paid
or duly provided for, from and including the Original Issue Date shown on the
face hereof, to but excluding the Interest Payment Date. The amount of such
interest payable on any Interest Payment Date shall be computed on the basis of
a 360-day year of twelve 30-day months. Notwithstanding the foregoing, periodic
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payments of interest will not be made in respect of a Note for which the
interest rate is zero (a "Zero-Coupon Note").
D. If this is a Floating Rate Note, the Company promises to pay
interest on the principal amount at the rate per annum equal to the Initial
Interest Rate shown on the face hereof until the first Interest Reset Date shown
on the face hereof following the Original Issue Date specified on the face
hereof and thereafter at a rate determined in accordance with the provisions
below under the heading "Determination of CD Rate," "Determination of Commercial
Paper Rate," "Determination of EURIBOR," "Determination of LIBOR,"
"Determination of Federal Funds Rate," "Determination of CMT Rate,"
"Determination of Prime Rate," or "Determination of Treasury Rate" depending
upon whether the Base Rate specified on the face hereof is CD Rate, Commercial
Paper Rate, EURIBOR, LIBOR, Federal Funds Rate, CMT Rate, Prime Rate or Treasury
Rate or at a rate determined with reference to such other interest rate,
formula, index, including commodity prices or equity indices, or method of
calculation shown on the face hereof, until the principal hereof is paid or duly
made available for payment. The Company will pay interest monthly, quarterly,
semi-annually or annually as specified on the face hereof opposite "Interest
Payment Period", commencing with the first Interest Payment Date specified on
the face hereof next succeeding the Original Issue Date, and at Maturity. Unless
otherwise provided on the face hereof, each Interest Payment Date will be, in
the case of Floating Rate Notes with a daily, weekly or monthly Interest Payment
Period, the third Wednesday of each month or on the third Wednesday of March,
June, September and December; in the case of Floating Rate Notes with a
quarterly Interest Payment Period, the third Wednesday of March, June, September
and December; in the case of Floating Rate Notes with a semi-annual Interest
Payment Period, the third Wednesday of the two months specified on the face
hereof; and in the case of Floating Rate Notes with an annual Interest Payment
Period, the third Wednesday of the month specified on the face hereof; provided,
however, that if an Interest Payment Date would fall on a day that is not a
Business Day, such Interest Payment Date shall be the following day that is a
Business Day, except that if the Base Rate is EURIBOR or LIBOR and such
following day is in the next succeeding calendar month, such Interest Payment
Date shall be the immediately preceding Business Day. The interest payable on a
Floating Rate Note (except in the case of a Floating Rate Note that resets daily
or weekly) on each Interest Payment Date shall be the amount of interest accrued
from and including the Original Issue Date shown on the face hereof or from and
including the last date in respect of which interest has been paid or duly
provided for, to but excluding such Interest Payment Date. The interest payable
at Maturity shall be the amount of interest accrued from and including the
Original Issue Date or from and including the last date in respect of which
interest has been paid, as the case may be, to, but excluding, the date of
Maturity. Such accrued interest will be calculated by multiplying the principal
amount hereof by an accrued interest factor. This accrued interest factor shall
be computed by adding the interest factors calculated for each day in the period
for which accrued interest is being calculated. The interest factor (expressed
as a decimal) for each such day shall be computed by dividing the interest rate
applicable to such day (a) by 360, if the Base Rate is the CD Rate, the
Commercial Paper Rate, EURIBOR, the Federal Funds Rate, LIBOR (except for LIBOR
notes denominated in pounds sterling) and the Prime Rate; (b) by 365, in the
case of LIBOR notes denominated in pounds sterling; or (c) by the actual number
of days in the
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year, if the Base Rate is the Treasury Rate or the CMT Rate. If this is a
Floating Rate Note, the interest rate in effect on each day will be (a) if such
day is an Interest Reset Date (as defined in the Indenture), the interest rate
with respect to the Interest Determination Date (as defined in the Indenture)
pertaining to such Interest Reset Date or (b) if such day is not an Interest
Reset Date, the interest rate with respect to the Interest Determination Date
pertaining to the next preceding Interest Reset Date subject in either case to
any adjustment by the addition or subtraction of the Spread, if any, specified
on the face hereof, and/or by multiplication by the Spread Multiplier, if any,
specified on the face hereof and to any Maximum or Minimum Interest Rate
limitation; provided, however, that (i) the interest rate in effect from the
Original Issue Date to the first Interest Reset Date shall be the Initial
Interest Rate and (ii) the interest rate in effect for the ten calendar days
immediately prior to Maturity shall be that in effect on the tenth calendar day
preceding Maturity. Notwithstanding the foregoing, the interest rate hereon
shall not be greater than the Maximum Interest Rate, if any, or less than the
Minimum Interest Rate, if any, shown on the face hereof. In addition, the
interest rate hereon shall in no event be higher than the maximum rate, if any,
permitted by New York law as the same may be modified by United States law of
general application. Commencing with the first Interest Reset Date specified on
the face hereof following the Original Issue Date and thereafter upon each
succeeding Interest Reset Date specified on the face hereof, the rate at which
interest on a Floating Rate Note is payable shall be adjusted as specified on
the face hereof opposite Interest Reset Period; provided, however, that if any
Interest Reset Date would otherwise be a day that is not a Business Day, such
Interest Reset Date shall be postponed to the next day that is a Business Day,
except that if the Base Rate is EURIBOR or LIBOR and such Business Day is in the
next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Business Day; further, provided, that if the Base Rate is
the Treasury Rate and resets weekly and the normally scheduled Treasury auction
is not on a Monday, the Interest Reset Date shall be as provided below. The
Interest Determination Date pertaining to an Interest Reset Date if the Base
Rate is the CD Rate, the Commercial Paper Rate, the Federal Funds Rate, the CMT
Rate, or the Prime Rate will be the second Business Day next preceding such
Interest Reset Date. For EURIBOR notes or LIBOR notes for which the Index
Currency is euros, the Interest Determination Date will be the second Target
Settlement Day prior to the Interest Reset Date. "TARGET Settlement Day" means
any day on which the Trans-European Automated Real-time Gross Settlement Express
Transfer System is open. The Interest Determination Date pertaining to an
Interest Reset Date if the Base Rate is LIBOR (other than for LIBOR notes for
which the Index Currency is euros) will be the second London Banking Day
preceding such Interest Reset Date except that the Interest Determination Date
pertaining to an Interest Reset Date for a LIBOR note for which the Index
Currency is pounds sterling will be the Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date if the Base Rate is the
Treasury Rate will be the day of the week in which such Interest Reset Date
falls on which Treasury bills would normally be auctioned. Treasury bills are
normally sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the following Tuesday,
but such auction may be held on the preceding Friday. If, as the result of a
legal holiday, an auction is so held on the preceding Friday, such Friday will
be the Interest Determination Date pertaining to the Interest Reset Date
occurring in the next succeeding week. If an auction falls on a day
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that is an Interest Reset Date, such Interest Reset Date will be the next
following Business Day. Subject to applicable provisions of law and except as
specified herein, on each Interest Reset Date the rate of interest shall be the
rate determined in accordance with the provisions of the applicable heading
below.
DETERMINATION OF CD RATE. If the Base Rate indicated on the face hereof
is CD Rate, the interest rate shall be the rate on such date for negotiable
certificates of deposit having the Index Maturity specified in the applicable
Pricing Supplement as published by the Board of Governors of the Federal Reserve
System in "Statistical Release H.15(519), Selected Interest Rates," or any
successor publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "CDs (Secondary Market)." If the above rate is
not published in H.15(519) by 9:00 a.m., New York City time, on the Calculation
Date (as defined below), the CD Rate will be the rate on that Interest
Determination Date set forth in the daily update of H.15(519), available through
the world wide website of the Board of Governors of the Federal Reserve System
at http://www.bog.frb.fed.us/releases/h15/update, or any successor site or
publication (the "H.15 Daily Update") for the Interest Determination Date for
certificates of deposit having the Index Maturity specified in the applicable
Pricing Supplement, under the caption "CDs (Secondary Market)." If the above
rate is not yet published in either H.15(519) or the H.15 Daily Update by 3:00
p.m., New York City time, on the Calculation Date, the Calculation Agent will
determine the CD rate to be the arithmetic mean of the secondary market offered
rates as of 10:00 a.m., New York City time, on that Interest Determination Date
of three leading nonbank dealers in negotiable U.S. dollar certificates of
deposit in The City of New York selected by the Calculation Agent, after
consultation with the Company, for negotiable certificates of deposit of major
United States money center banks of the highest credit standing in the market
for negotiable certificates of deposit with a remaining maturity closest to the
Index Maturity specified in the applicable Pricing Supplement in an amount that
is representative for a single transaction in that market at that time. If the
dealers selected by the Calculation Agent are not quoting as set forth above,
the CD Rate will remain the CD Rate for the immediately preceding Interest Reset
Period, or, if there was no Interest Reset Period, the rate of interest payable
will be the Initial Interest Rate.
DETERMINATION OF COMMERCIAL PAPER RATE. If the Base Rate indicated on
the face hereof is the Commercial Paper Rate, the interest rate shall equal the
Money Market Yield (as defined below), calculated as described below, of the
rate on the Interest Determination Date for commercial paper having the Index
Maturity specified on the face hereof, as that rate is published in H.15(519),
under the heading "Commercial Paper -- Nonfinancial." If the above rate is not
published by 9:00 a.m., New York City time, on the Calculation Date, then the
Commercial Paper Rate will be the Money Market Yield of the rate on that
Interest Determination Date for commercial paper of the Index Maturity specified
on the face hereof as published in the H.15 Daily Update under the heading
"Commercial Paper -- Nonfinancial." If by 3:00 p.m., New York City time, on that
Calculation Date the rate is not yet published in either H.15(519) or the H.15
Daily Update, then the Calculation Agent will determine the Commercial Paper
Rate to be the Money Market Yield of the arithmetic mean of the offered rates as
of 11:00 a.m., New York City time, on that Interest Determination Date of three
leading dealers of commercial paper in The City of New York selected by the
Calculation Agent, after
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consultation with the Company, for commercial paper of the Index Maturity
specified on the face hereof, placed for an industrial issuer whose bond rating
is "AA," or the equivalent, from a nationally recognized statistical rating
agency. If the dealers selected by the Calculation Agent are not quoting as
mentioned above, the Commercial Paper Rate for that Interest Determination Date
will remain the Commercial Paper Rate for the immediately preceding Interest
Reset Period, or, if there was no Interest Reset Period, the rate of interest
payable will be the initial interest rate. The "Money Market Yield" will be a
yield calculated in accordance with the following formula:
D x 360
Money Market Yield = -------------- x 100
360 - (D x M)
where "D" refers to the applicable per year rate for commercial paper quoted on
a bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the interest period for which interest is being calculated.
DETERMINATION OF EURIBOR. If the Base Rate indicated on the face hereof
is EURIBOR, the interest rate shall be the rate for deposits in euros as
sponsored, calculated and published jointly by the European Banking Federation
and ACI - The Financial Market Association, or any company established by the
joint sponsors for purposes of compiling and publishing those rates, for the
Index Maturity specified in the applicable Pricing Supplement as that rate
appears on the display on Bridge Telerate, Inc., or any successor service, on
page 248 or any other page as may replace page 248 on that service, which is
commonly referred to as "Telerate Page 248," as of 11:00 a.m. (Brussels time).
If the above rate does not appear, the Calculation Agent will request the
principal Euro-zone office of each of four major banks in the Euro-zone
interbank market, as selected by the Calculation Agent, after consultation with
the Company, to provide the Calculation Agent with its offered rate for deposits
in euros, at approximately 11:00 a.m. (Brussels time) on the interest
determination date, to prime banks in the Euro-zone interbank market for the
Index Maturity specified in the applicable Pricing Supplement commencing on the
applicable Interest Reset Date, and in a principal amount not less than the
equivalent of U.S.$1 million in euro that is representative of a single
transaction in euro, in that market at that time. If at least two quotations are
provided, EURIBOR will be the arithmetic mean of those quotations. If fewer than
two quotations are provided, EURIBOR will be the arithmetic mean of the rates
quoted by four major banks in the Euro-zone, as selected by the Calculation
Agent, after consultation with the Company, at approximately 11:00 a.m.
(Brussels time), on the applicable Interest Reset Date for loans in euro to
leading European banks for a period of time equivalent to the Index Maturity
specified in the applicable Pricing Supplement commencing on that Interest Reset
Date in a principal amount not less than the equivalent of U.S.$1 million in
euro. If the banks so selected by the Calculation Agent are not quoting as
mentioned in the previous sentence, the EURIBOR rate in effect for the
applicable period will be the same as EURIBOR for the immediately preceding
Interest Reset Period, or, if there was no Interest Reset Period, the rate of
interest will be the Initial Interest Rate. "Euro-zone" means the region
comprised of member states of the European Union that adopt the single currency
in
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accordance with the treaty establishing the European Community, as amended by
the treaty on European Union.
DETERMINATION OF LIBOR. If the Base Rate indicated on the face hereof
is LIBOR, with respect to LIBOR indexed to the offered rates for U.S. Dollar
deposits, the interest rate shall be either: (a) if "LIBOR Reuters" is specified
in the applicable Pricing Supplement, the arithmetic mean of the offered rates
for deposits in the Index Currency having the Index Maturity designated in the
applicable Pricing Supplement, commencing on the second London Banking Day
immediately following that Interest Determination Date, that appear on the
Designated LIBOR Page, as defined below, as of 11:00 a.m., London time, on that
Interest Determination Date, if at least two such offered rates appear on such
Designated LIBOR Page; except that if the specified Designated LIBOR Page by its
terms provides only for a single rate, that single rate shall be used, or (b) if
"LIBOR Telerate" is specified in the applicable Pricing Supplement, the rate for
deposits in the Index Currency having the Index Maturity designated in the
applicable Pricing Supplement, commencing on the second London Banking Day
immediately following such Interest Determination Date, or, if pounds sterling
is the index currency, commencing on that Interest Determination Date, that
appears on the Designated LIBOR Page as of 11:00 a.m., London time, on that
Interest Determination Date. If (1) fewer than two offered rates appear and
"LIBOR Reuters" is specified in the applicable Pricing Supplement, or (2) no
rate appears and the applicable Pricing Supplement specifies either (x) "LIBOR
Telerate" or (y) "LIBOR Reuters," and the Designated LIBOR Page by its term
provides only for a single rate, then the Calculation Agent will request the
principal London offices of each of four major reference banks in the London
interbank market, as selected by the Calculation Agent, after consultation with
the Company, to provide the Calculation Agent with its offered quotation for
deposits in the Index Currency for the period of the Index Maturity designated
in the applicable Pricing Supplement commencing on the second London Banking Day
immediately following such Interest Determination Date, or, if pounds sterling
is the Index Currency, commencing on that Interest Determination Date, to prime
banks in the London interbank market at approximately 11:00 a.m., London time,
on that Interest Determination Date and in a principal amount of not less than
U.S. $1,000,000 (or the equivalent in the Index Currency, if the Index Currency
is not the U.S. Dollar) that is representative of a single transaction in such
Index Currency in such market at such time. If at least two such quotations are
provided, LIBOR determined on such Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than two quotations are provided,
LIBOR determined on such Interest Determination Date will be the arithmetic mean
of the rates quoted at approximately 11:00 a.m. (or such other time specified in
the applicable Pricing Supplement), in the applicable principal financial center
for the country of the Index Currency on such Interest Determination Date, by
three major banks in such principal financial center selected by the Calculation
Agent, after consultation with the Company, for loans in the Index Currency to
leading European banks commencing on the second London Banking Day immediately
following such Interest Determination Date having the Index Maturity designated
in the applicable Pricing Supplement and in a principal amount of not less than
U.S. $1,000,000 (or the equivalent in the Index Currency, if the Index Currency
is not the U.S. Dollar) that is representative for a single transaction in such
Index Currency in such market at such time. If the banks so selected by the
Calculation
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Agent are not quoting as mentioned in this sentence, LIBOR in effect for the
applicable period will be the same as LIBOR for the immediately preceding
Interest Reset Period (or, if there was no such Interest Reset Period, the rate
of interest payable on the LIBOR Notes for which LIBOR is being determined shall
be the Initial Interest Rate). "Index Currency" means the currency specified in
the applicable Pricing Supplement as the currency for which LIBOR shall be
calculated, or if the euro is substituted for that currency, the index currency
will be the euro. If no such currency is specified in the applicable Pricing
Supplement, the Index Currency shall be U.S. Dollars. "Designated LIBOR Page"
means either (a) if "LIBOR Reuters" is designated in the applicable Pricing
Supplement, the display on the Reuters Monitor Money Rates Service for the
purpose of displaying the London interbank rates of major banks for the
applicable Index Currency or its designated successor, or (b) if "LIBOR
Telerate" is designated in the applicable Pricing Supplement, the display on
Bridge Telerate, Inc., or any successor service on the page specified in the
applicable Pricing Supplement, or any other page as may replace that page on
that service for the purpose of displaying the London Interbank rates of major
banks for the applicable Index Currency. If neither LIBOR Reuters nor LIBOR
Telerate is specified in the applicable Pricing Supplement, LIBOR for the
applicable Index Currency, as it will be determined as if LIBOR Telerate were
specified, and, if the U.S. Dollar is the Index Currency, Page 3750 had been
specified.
DETERMINATION OF FEDERAL FUNDS RATE. If the Base Rate indicated on the
face hereof is the Federal Funds Rate, the interest rate shall be the rate on
such date for Federal funds, as published in H.15(519) under the heading
"Federal Funds (Effective)" as displayed on Bridge Telerate, Inc., or any
successor service, on page 120 or any other page as may replace the applicable
page on that service, which is commonly referred to as "Telerate Page 120." If
the above rate is not so published by 9:00 a.m., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the Federal
Funds Rate will be the rate on such Interest Determination Date as published in
the H.15 Daily Update under the heading "Federal Funds/Effective Rate." If such
rate is not yet published in either H.15(519) or the H.15 Daily Update by 3:00
p.m., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Federal Funds Rate for such Interest Determination Date
will be calculated by the Calculation Agent and will be the arithmetic mean of
the rates for the last transaction in overnight Federal funds by each of three
leading brokers of Federal funds transactions in The City of New York selected
by the Calculation Agent, after consultation with the Company, prior to 9:00
a.m., New York City time, on such Interest Determination Date. If the brokers
selected by the Calculation Agent are not quoting as set forth above, the
Federal Funds Rate relating to that Interest Determination Date will remain the
Federal Funds Rate for the immediately preceding Interest Reset Period, or, if
there was no such Interest Reset Period, the rate of interest payable on the
Federal Funds Rate Notes for which such Federal Funds Rate is being determined
shall be the Initial Interest Rate.
DETERMINATION OF PRIME RATE. If the Base Rate indicated on the face
hereof is the Prime Rate, the interest rate shall be the rate set forth in
H.15(519) for such date under the heading "Bank Prime Loan." If that rate is not
published prior to 9:00 a.m., New York City time, on the Calculation Date
pertaining to such Interest Determination
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Date, the Prime Rate for such Interest Determination Date will be the rate on
that Interest Determination Date as published in the H.15 Daily Update under the
heading "Bank Prime Loan." If such rate is not published prior to 3:00 p.m., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date in either H.15(519) or the H.15 Daily Update, then the
Calculation Agent will determine the Prime Rate to be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on the Reuters
Screen USPRIME 1 Page (as defined below) as that bank's prime rate or base
lending rate as in effect for such Interest Determination Date, or, if fewer
than four such rates appear on the Reuters Screen USPRIME 1 Page for that
Interest Determination Rate, the Calculation Agent will determine the Prime Rate
to be the arithmetic mean of the prime rates quoted on the basis of the actual
number of days in the year divided by 360 as of the close of business on such
Interest Determination Date by at least three major banks in the City of New
York selected by the Calculation Agent, after consultation with the Company. If
the banks selected as aforesaid by the Calculation Agent are not quoting as set
forth above, the "Prime Rate" in effect for the applicable period remains the
Prime Rate for the immediately preceding Interest Reset Period, or, if there was
no Interest Reset Period, the rate of interest payable on the Prime Rate Notes
for which such Prime Rate is being determined shall be the Initial Interest
Rate. "Reuters Screen USPRIME 1 Page" means the display designated as Page
USPRIME 1 on the Reuters Monitor Money Rates Services, or any successor service,
or any other page as may replace the USPRIME 1 Page on that service for the
purpose of displaying prime rates or base lending rates of major United States
banks.
DETERMINATION OF TREASURY RATE. If the Base Rate indicated on the face
hereof is the Treasury Rate, the interest rate shall be the rate from the
auction held on the applicable Interest Determination Date of direct obligations
of the United States ("Treasury Bills)," having the Index Maturity specified in
the applicable pricing supplement as that rate appears under the caption
"INVESTMENT RATE" on the display on Bridge Telerate, Inc., or any successor
service, on page 56 or any other page as may replace page 56 on that service,
("Telerate Page 56)," or page 57 or any other page as may replace page 57 on
that service ("Telerate Page 57)," or
if the rate described in the preceding clause is not published by 3:00
p.m., New York City time, on the Calculation Date, the bond equivalent yield of
the rate for the applicable Treasury Bills as published in the H.15 Daily
Update, or other recognized electronic source used for the purpose of displaying
the applicable rate, under the caption "U.S. Government Securities/Treasury
Bills/Auction High," or
if the rate described in the preceding clause is not published by 3:00
p.m., New York City time, on the related Calculation Date, the bond equivalent
yield of the auction rate of the applicable Treasury Bills, announced by the
United States Department of the Treasury, or
in the event that the rate referred to in the preceding clause is not
announced by the United States Department of the Treasury, or if the auction is
not held, the bond equivalent yield of the rate on the applicable Interest
Determination Date of Treasury Bills having the Index Maturity specified in the
applicable pricing supplement published
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in H.15(519) under the caption "U.S. Government Securities/Treasury
Bills/Secondary Market," or
if the rate referred to in the preceding clause is not so published by
3:00 p.m., New York City time, on the related Calculation Date, the rate on the
applicable Interest Determination Date of the applicable Treasury Bills as
published in H.15 Daily Update, or other recognized electronic source used for
the purpose of displaying the applicable rate, under the caption "U.S.
Government Securities/Treasury Bills/Secondary Market," or
if the rate referred to in the preceding clause is not so published by
3:00 p.m., New York City time, on the related Calculation Date, the rate on the
applicable Interest Determination Date calculated by the Calculation Agent as
the bond equivalent yield of the arithmetic mean of the secondary market bid
rates, as of approximately 3:30 p.m., New York City time, on the applicable
Interest Determination Date, of three primary United States government
securities dealers, which may include the agent or its affiliates, selected by
the Calculation Agent, for the issue of Treasury Bills with a remaining maturity
closest to the Index Maturity specified in the applicable pricing supplement, or
if the dealers selected by the Calculation Agent are not quoting as
mentioned in the preceding clause point, the Treasury rate for the immediately
preceding Interest Reset Period, or, if there was no Interest Reset Period, the
rate of interest payable will be the Initial Interest Rate.
The "bond equivalent yield" means a yield calculated in accordance with
the following formula and expressed as a percentage:
D x N
Bond Equivalent Yield= _______________x 100
360 - (D x M)
where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the interest period for which interest is
being calculated.
DETERMINATION OF CMT RATE. If the Base Rate indicated on the face
hereof is the CMT Rate, the interest rate shall be the rate displayed on the
Designated CMT Telerate Page (as defined below) under the caption " ...Treasury
Constant Maturities ... Federal Reserve Board Release H.15 ...Mondays
Approximately 3:45 p.m.," under the column for the Designated CMT Maturity Index
(as defined below) for (i) the rate on that Interest Determination Date, if the
Designated CMT Telerate Page is 7051, and (ii) the week or the month, as
applicable, ended immediately preceding the week in which the related Interest
Determination Date occurs, if the Designated CMT Telerate Page is 7052. If such
rate is no longer displayed on the relevant page, or if not displayed by 3:00
p.m., New York City time, on the related Calculation Date, then the CMT Rate for
such Interest Determination Date will be the Treasury Constant Maturity rate for
the Designated CMT Maturity Index as published in the relevant H.15(519). If
such rate is
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no longer published, or, if not published by 3:00 p.m., New York
City time, on the related Calculation Date, then the CMT Rate for such Interest
Determination Date will be the Treasury Constant Maturity rate for the
Designated CMT Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) on the Interest Determination Date with respect
to such Interest Reset Date as may then be published by either the Board of
Governors of the Federal Reserve System or the United States Department of the
Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in the
relevant H.15(519). If the information described in the immediately preceding
sentence is not provided by 3:00 p.m., New York City time, on the related
Calculation Date, then the CMT Rate for the Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to maturity, based on
the arithmetic mean of the secondary market closing offer side prices as of
approximately 3:30 p.m., New York City time, on the Interest Determination Date
reported, according to their written records, by three leading primary United
States government securities dealers (each, a "Reference Dealer") in The City of
New York (which may include the Agents or their affiliates) selected by the
Calculation Agent (from five such Reference Dealers selected by the Calculation
Agent, after consultation with the Company, and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest), for the most
recently issued direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the Designated CMT
Maturity Index and remaining term to maturity of not less than such Designated
CMT Maturity Index minus one year. If the Calculation Agent cannot obtain three
such Treasury Note quotations, the CMT Rate for such Interest Determination Date
will be calculated by the Calculation Agent and will be a yield to maturity
based on the arithmetic mean of the secondary market offer side prices as of
approximately 3:30 p.m., New York City time, on the Interest Determination Date
of three Reference Dealers in The City of New York (from five such Reference
Dealers selected by the Calculation Agent, after consultation with the Company,
and eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest), for Treasury Notes with an original maturity of the number of years
that is the next highest to the Designated CMT Maturity Index and a remaining
term to maturity closest to the Designated CMT Maturity Index and in an amount
of at least $100,000,000. If three or four (and not five) of such Reference
Dealers are quoting as described above then the CMT Rate will be based on the
arithmetic mean of the offer prices obtained and neither the highest nor the
lowest of such quotes will be eliminated. If fewer than three Reference Dealers
selected by the Calculation Agent are quoting as described herein, the CMT rate
for such Interest Reset Date will be the same as the CMT Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the rate of interest payable on the CMT Rate Notes for which the
CMT Rate is being determined shall be the Initial Interest Rate). If two
Treasury Notes with an original maturity as described in the third preceding
sentence have remaining terms to maturity equally close to the Designated CMT
Maturity Index, the quotes for the Treasury Note with the shorter remaining term
to maturity will be used. "Designated CMT Telerate Page" means the display on
Bridge Telerate, Inc., or any successor service, on the page designated in an
applicable Pricing Supplement (or any other page as may replace such page on
that service, for the purpose of displaying Treasury
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Constant Maturities as reported in H.15(519)). If no such page is specified in
the applicable Pricing Supplement, the Designated CMT Telerate Page shall be
7052, for the most recent week. "Designated CMT Maturity Index" means the
original period to maturity of the U.S. Treasury securities, which is either 1,
2, 3, 5, 7, 10, 20 or 30 years, specified in an applicable Pricing Supplement
with respect to which the CMT Rate will be calculated. If no such maturity is
specified in the applicable Pricing Supplement, the Designated CMT Maturity
Index shall be two years.
3.A. Payments in U.S. Dollars of interest (other than interest payable
at Maturity) on Notes will be made (except as specified below) by mailing a
check to the Holder at the address of the Holder appearing on the Security
Register (as defined in the Indenture) on the applicable Record Date (or, in the
case of Global Notes, by wire transfer to The Depository Trust Company, as
depository, or such other depository as is specified in the applicable Pricing
Supplement, or its nominee). Notwithstanding the foregoing, a Holder of U.S.
$10,000,000 or more in aggregate principal amount of Certificated Notes of like
tenor and terms (or a Holder of the equivalent thereof in a Specified Currency
other than U.S. Dollars as determined by the Exchange Rate Agent on the basis of
the Market Exchange Rate (as defined below) if such Holder is permitted to
elect, and has elected, to receive payments in U.S. Dollars in accordance with
Section 7C) shall be entitled to receive such payments in U.S. Dollars by wire
transfer of immediately available funds, but only if appropriate payment
instructions have been received in writing by the Paying Agent in The City of
New York on or prior to the Record Date relating to the applicable Interest
Payment Date. All payments of principal, premium, if any, and interest in a
Specified Currency other than U.S. Dollars will be made in immediately available
funds to an account maintained by the payee with a bank located outside the
United States and designated by the Holder of such Note unless otherwise
specified on the face hereof. Principal, premium, if any, and interest payable
at Maturity will be paid in immediately available funds upon surrender of such
Note at the office of the Paying Agent in The City of New York or at such other
office or agency as the Company may designate.
B. Initially, The Chase Manhattan Bank will be the Paying Agent with
respect to the Notes. The Company reserves the right at any time to vary or
terminate the appointment of any Paying Agent and to appoint additional or other
Paying Agents and to approve any change in the office through which any Paying
Agent acts, provided that there will at all times be a Paying Agent in The City
of New York.
4. If specified on the face hereof, this Note may be redeemed, as a
whole or from time to time in part, at the option of the Company, on not less
than 30 nor more than 60 days' notice given as provided in the Indenture, on any
Redemption Date(s) and at the related Redemption Price(s) set forth on the face
hereof. The Redemption Price(s) are expressed as a percentage of the principal
amount of this Note. If no such Redemption Date is set forth on the face hereof,
this Note may not be so redeemed pursuant to this Section 4. If less than all
the Outstanding Notes of like tenor and terms are to be redeemed, the particular
Notes to be redeemed shall be selected by the Trustee or the Registrar, if other
than the Trustee (initially, The Chase Manhattan Bank), not more than 60 days
prior to the Redemption Date from the Outstanding Notes of like tenor and terms
not previously called for redemption. Such selection shall be of
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principal amounts equal to the minimum authorized denomination for such Notes or
any integral multiple thereof. Subject to the immediately preceding sentence,
such selection shall be made by any method as the Trustee or the Registrar, if
other than the Trustee, deems fair and appropriate. The notice of such
redemption shall specify which Notes are to be redeemed. In the event of
redemption of this Note in part only, a new Note or Notes of this series of like
tenor and terms for the unredeemed portion hereof will be issued to the Holder
hereof upon the cancellation hereof. If specified on the face hereof, the Note
will be subject to sinking fund payments.
5. If specified on the face hereof, this Note will be subject to
repayment at the option of the Holder hereof on the Repayment Date(s) and at the
related Repayment Price(s) set forth on the face hereof. The Repayment Price(s)
are expressed as a percentage of the principal amount of this Note. If no such
Repayment Date is set forth on the face hereof, this Note may not be so repaid.
On each Repayment Date, if any, this Note shall be repayable in whole or in part
at the option of the Holder hereof at the applicable Repayment Price set forth
on the face hereof, together with interest thereon to the date of repayment. For
this Note to be repaid in whole or in part at the option of the Holder hereof,
the Paying Agent must receive not less than 30 nor more than 45 days prior to
the Repayment Date (i) the Note with the form entitled "Option to Elect
Repayment" below duly completed or (ii) a telegram, telex, facsimile
transmission or a letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc., the Depository, in accordance
with its normal procedures, or a commercial bank or trust company in the United
States of America setting forth the name of the Holder of the Note, the
principal amount of the Note, the certificate number of the Note or a
description of the tenor and terms of the Note to be repaid, a statement that
the option to elect repayment is being exercised thereby and a guarantee that
the Note to be repaid with the form entitled "Option to Elect Repayment" on the
attachment to the Note duly completed will be received by the Paying Agent not
later than five Business Days after the date of such telegram, telex, facsimile
transmission or letter and such Note and form duly completed are received by the
Paying Agent by such fifth Business Day. Except in the case of renewable notes,
exercise of such repayment option shall be irrevocable. Such option may be
exercised by the Holder for less than that entire principal amount provided that
the principal amount remaining outstanding after repayment is an authorized
denomination.
6. Unless otherwise provided on the face hereof, the Company, at its
option, either (i) will be discharged from its obligations with respect to this
Note and (ii) need not comply with certain restrictive covenants of the
Indenture, upon the deposit with the Trustee, or, in the case of a discharge, 91
days after such deposit, in trust of money or the equivalent of securities of
the government that issued the currency in which this Note is denominated or
government agencies backed by the full faith and credit of such government, or a
combination thereof, which through the payment of interest thereon and principal
thereof in accordance with their terms will provide money in an amount
sufficient to pay all the principal (including any mandatory sinking fund
provisions) of, and interest on, and any repurchase obligations with respect to,
this Note, and all other notes of the series, on the dates such payments are due
in accordance with the terms of such notes. Such discharge of obligations or
lifting of restrictive covenants is subject to certain conditions as described
in the Indenture.
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7.A. If the Specified Currency is other than U.S. Dollars, unless the
Holder has elected otherwise in accordance with Section 7C, payment in respect
of this Note shall be made in the Specified Currency. If the Holder is permitted
to elect, and has elected, to receive payment in U.S. Dollars in accordance with
Section 7C, the Specified Currency will be converted into U.S. Dollars as
determined by the Exchange Rate Agent appointed by the Company based on the
highest bid quotation in The City of New York received by such Exchange Rate
Agent at approximately 11:00 a.m. New York City time on the second Business Day
preceding the applicable payment date, from three recognized foreign exchange
dealers selected by the Exchange Rate Agent (one of which may be the Exchange
Rate Agent) for the purchase by the quoting dealer of the Specified Currency for
U.S. Dollars for settlement on such payment date in the aggregate amount of the
Specified Currency payable on such payment date in respect of all Notes
denominated in such Specified Currency and scheduled to receive U.S. Dollar
payments on such date and at which the applicable dealer commits to execute a
contract. If no such bid quotations are available, payments will be made in the
Specified Currency unless such Specified Currency is unavailable due to the
imposition of exchange controls or to other circumstances beyond the Company's
control, in which case the Company will be entitled to make payments in respect
hereof in other currencies as provided below. All currency exchange costs will
be borne by the Holders of such Notes by deductions from such payments. Except
as set forth below, if the principal of, premium, if any, or interest on, any
Note is payable in a Specified Currency other than U.S. Dollars and such
currency is not available as of any payment date due to the imposition of
exchange controls or to other circumstances beyond the Company's control or is
no longer used by the government of the country issuing such currency or for the
settlement of transactions by public institutions of or within the international
banking community, then the Company will be entitled to satisfy its obligations
to Holders by making such payments in U.S. Dollars on the basis of the noon
dollar buying rate in The City of New York for cable transfers of the Specified
Currency published by the Federal Reserve Bank of New York (the "Market Exchange
Rate") on the date of such payment. If that rate of exchange is not then
available or is not published for a particular payment currency, the market
exchange rate will be based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent at approximately 11:00 a.m., New York City
time, on the second Business Day preceding the applicable payment date from
three recognized foreign exchange dealers selected by the Exchange Rate Agent
for the purchase by the quoting dealer of the Specified Currency for U.S.
dollars for settlement on the payment date in the aggregate amount of the
Specified Currency payable to those holders or beneficial owners of notes and at
which the applicable dealer commits to execute a contract. Any such payment made
in U.S. Dollars shall not constitute an Event of Default. Notwithstanding the
foregoing, if payment on a Note is required to be made in a Specified Currency
other than U.S. Dollars and the Specified Currency is replaced by the Euro, the
payment of principal of, premium, if any, or interest on such Note shall be
effected in Euro in conformity with legally applicable measures taken pursuant
to, or by virtue of, the treaty establishing the European Community ("EC"), as
amended by the treaty on European Union (as so amended, the "Treaty"). Any such
payment made in Euro shall not constitute an Event of Default.
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B. All determinations of the Exchange Rate Agent pursuant to this
Section 7 shall be at its sole discretion (except to the extent expressly
provided herein that any determination is subject to approval by the Company)
and, in the absence of manifest error, shall be conclusive for all purposes and
binding upon the Holders of the Notes and the Trustee, any agent of the Trustee,
or the Paying Agent and the Exchange Rate Agent shall have no liability
therefor.
C. Unless otherwise specified on the face hereof, a Holder of Notes
denominated in a foreign currency may elect to receive payment of the principal
of, premium, if any, and interest on the Notes in U.S. Dollars by transmitting a
written request for such payment to the principal office of the Paying Agent in
the Borough of Manhattan, The City of New York, on or prior to the Regular
Record Date or at least 15 days prior to Maturity, as the case may be. Such
request may be in writing (mailed or hand delivered) or by cable, telex or other
form of facsimile transmissions confirmed in writing promptly thereafter. A
Holder of such Note may elect to receive payment in the U.S. Dollars for all
principal, premium, if any, and interest payments, if any, and need not file a
separate election for each payment. Such election will remain in effect until
revoked by written notice to such Paying Agent in the Borough of Manhattan, The
City of New York, but written notice of any such revocation must be received by
such Paying Agent in the Borough of Manhattan, The City of New York, on or prior
to the Regular Record Date or at least 15 days prior to Maturity, as the case
may be.
D. Interest on Notes denominated in a foreign currency paid in the
Specified Currency will be made to an account maintained by the payee with a
bank located outside the United States and designated by the Holder, unless
otherwise specified on the face hereof. Any payment of principal, premium, if
any, or interest required to be made on an Interest Payment Date or at Maturity
of a Note not denominated in U.S. Dollars which is not a Business Day need not
be made on such day, but may be made on the next succeeding Business Day with
the same force and effect as if made on the Interest Payment Date or at
Maturity, as the case may be, and no interest shall accrue for the period from
and after such Interest Payment Date or Maturity.
8. If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all of the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture. If the principal of
any Original Issue Discount Note is declared to be due and payable or if such a
Note is to be redeemed pursuant to Section 4 above, the amount of principal due
and payable with respect to such Note shall be limited to the sum of the
principal amount of such Note multiplied by the Issue Price (expressed as a
percentage of such principal amount) plus the original issue discount amortized
from the date of issue to the date of declaration, which amortization shall be
calculated using the "interest method" (computed in accordance with generally
accepted accounting principles) in effect on the date of declaration or
redemption, as the case may be. An Original Issue Discount Note is a Note,
including any Zero-Coupon Note, which has a stated redemption price at maturity
that exceeds its Issue Price by at least 0.25% of its Principal Amount,
multiplied by the number of full years from the Original Issue Date to the
Maturity Date for such Note and any other Note designated by the Company as
issued with original issue discount for United States Federal income tax
purposes.
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9. The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company with the consent of the Holders of not less than 66-2/3%
in aggregate principal amount of the Securities at the time Outstanding of all
series to be affected thereby (voting as one class). The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount of
the Securities of a series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.
10. 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 of, premium, if any, and
interest on this Note at the times, place and rate, and in the coin or currency,
herein and in the Indenture prescribed.
11. The authorized denominations of Registered Notes denominated in
U.S. Dollars will be U.S. $1,000 and any larger amount that is an integral
multiple of U.S. $1,000. The authorized denominations of Notes denominated in a
currency other than U.S. Dollars will be as set forth on the face hereof.
12. As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of a Registered Note is registerable in the
Security Register (as defined in the Indenture), upon surrender of such Note for
registration of transfer at the office of the Registrar for this series or at
the offices of any transfer agent designated by the Company for such purpose.
Every Note presented for registration of transfer shall (if so required by the
Company, the Trustee or the Registrar) be duly endorsed, or accompanied by a
written instrument of transfer in form satisfactory to the Company, the Trustee
and the Registrar duly executed by the Holder or its attorney duly authorized in
writing, and one or more new Notes of like tenor and terms in registered form,
of authorized denominations and for the same aggregate principal amount, will be
issued in the name or names of the designated transferee or transferees and
delivered at the office of the Registrar in The City of New York, or mailed, at
the request, risk and expense of the transferee or transferees, to the address
or addresses shown in the Security Register for such transferee or transferees.
Any transfers of Notes or interests in Notes in different denominations shall in
each case be for Notes or interests of like tenor and terms and equal aggregate
principal amount. Prior to due presentment of a Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the person in whose name a Note is registered as the owner hereof for
all purposes, whether or not such Note is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary. The
initial transfer agent is set forth below. The Company reserves the right at any
time
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to vary or terminate the appointment of the Registrar or of any transfer agent
and to appoint additional transfer agents and to approve any change in the
office through which the Registrar or a transfer agent acts, provided that, so
long as any Notes remain outstanding, the Company (i) will maintain in The City
of New York a Registrar and (ii) will maintain a transfer agent for the Notes in
New York. The Company shall not be required (i) to issue, register the transfer
of or exchange Notes to be redeemed for a period of 15 days preceding the first
publication of the relevant notice of redemption, or if any Notes are
outstanding and there is no publication, the mailing of the relevant notice of
redemption, or (ii) to register the transfer of any Note selected for
redemption, in whole or in part, except the unredeemed or unpaid portion of any
such Note being redeemed in part. No service charge shall be made for any such
registration of transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
13. Except as set forth below, a holder of a Global Note or a holder of
an interest in a Global Note may not exchange the Global Note or interest in the
Global Note for a Certificated Note. A beneficial owner of notes represented by
a Global Note may exchange the securities for Certificated Notes only if:
(1) The Depository Trust Company ("DTC") notifies TRW that it (or
its nominee) is unwilling or unable to continue to act as a
depositary registered under the Securities Exchange Act of
1934, and a successor depositary registered as a clearing
agency under the Exchange Act is not appointed by TRW within
90 days; or
(2) TRW determines that the Global Notes for any series of notes
(in whole or in part) should be exchanged for Certificated
Notes.
In addition to the foregoing, during the continuance of an Event of Default,
holders of interests in a Global Note will be entitled to request and receive
Certificated Notes. Such Certificated Notes will be issued to and registered as
directed by that person only upon the request in writing made through a DTC
participant. If the events described above occur, the Company will execute, and
the Trustee or its agent, upon receipt of a Company Request for the
authentication and delivery of individual Notes of this series in exchange in
whole or in part for such Global Note, will authenticate and deliver individual
Notes of this series of like tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of such Global Note or in
exchange for such Global Note.
14. Unless otherwise defined herein, all terms used in this Note which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.
15. The Indenture and the Notes shall be construed in accordance with
and governed by the laws of the State of New York.
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REGISTRAR, PAYING AGENTS AND TRANSFER AGENT
REGISTRAR AND PAYING AGENT
(subject to change)
The Chase Manhattan Bank
One New York Plaza, 14th Floor
New York, New York 10081
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Note (or portion hereof specified below) pursuant to its
terms at a price equal to the applicable Repayment Price thereof together with
interest to the Repayment Date, to the undersigned
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the Holder elects to have repaid:
_________________; and specify the denomination or denominations (which shall be
in authorized denominations) of the Notes to be issued to the Holder for the
portion of the within Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Date Signature
------------------------------- ----------------------------
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entirety
JT TEN--as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT MIN ACT--......................Custodian for.................
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.....................................................
(State)
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE):
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ______________________________________________________________
attorney to transfer said Security on the books of the Company, with full power
of substitution in the premises.
Date Signature
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(Signature must correspond with the
name as written upon the face of the
within instrument in every
particular, without alteration or
enlargement or any change whatever.)
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