INDENTUREIndenture • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • New York
amongPledge Agreement • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • New York
GENERAL NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • New York
BY AND AMONGStockholders Agreement • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • Delaware
dated as ofGuarantee Agreement • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • New York
AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF TRW AUTOMOTIVE J.V. LLCLimited Liability Company Agreement • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • Delaware
EXHIBIT 10.22Employment Agreement • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • New York
STEVEN LUNN)Employment Agreement • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts
BY-LAWS OF LUCASVARITY AUTOMOTIVE HOLDING COMPANYBy-Laws • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts
INDENTUREIndenture • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • New York
February 18, 2003 J.P. MORGAN SECURITIES LTD. CREDIT SUISSE FIRST BOSTON EUROPE LTD. LEHMAN BROTHERS INTERNATIONAL (EUROPE) DEUTSCHE BANK AG LONDON BANC OF AMERICA SECURITIES LIMITED SCOTIA CAPITAL INC. TD SECURITIES (USA) INC. SUNTRUST CAPITAL...Exchange and Registration Rights Agreement • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • New York
W I T N E S S E T H :Supplemental Indenture • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • New York
EXHIBIT 10.13 TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • Delaware
EXHIBIT 10.2 U.S. GUARANTEE AND COLLATERAL AGREEMENT dated and effective as of February 28, 2003,Guarantee and Collateral Agreement • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • New York
2. Position. a. During the Employment Term, the Company shall employ the Executive as the Vice President, Sales and Business Development, TRW Automotive. In such position, Executive shall have such duties and authority as shall be determined from time...Employment Agreement • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • New York
EXHIBIT 10.14 EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts
AMENDMENT NO. 1 TO THE MASTER PURCHASE AGREEMENTMaster Purchase Agreement • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • Delaware
and -Trust Deed • June 9th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • England
AmongCredit Agreement • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • New York
RECEIVABLES LOAN AGREEMENTReceivables Loan Agreement • June 9th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • New York
CONSENTEmployee Stockholders Agreement • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • New York
EXHIBIT 4.10 JOINDER TO THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT ---------------------------------------------------------Exchange and Registration Rights Agreement • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • New York
by and among TRW AUTOMOTIVE GLOBAL RECEIVABLES LLC as BorrowerReceivables Loan Agreement • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • New York
AMENDMENT NO. 2 TO THE MASTER PURCHASE AGREEMENTMaster Purchase Agreement • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • Delaware
EXHIBIT 10.12 INTELLECTUAL PROPERTY LICENSE AGREEMENT This INTELLECTUAL PROPERTY LICENSE AGREEMENT ("Agreement") is dated as of February 28, 2003 (the "Effective Date") between NORTHROP GRUMMAN CORPORATION, a Delaware corporation ("Licensor"), and TRW...Intellectual Property License Agreement • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • Delaware
RECITALSPerformance Guaranty • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • New York
BACKGROUNDTransaction and Monitoring Fee Agreement • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • New York
betweenTransfer Agreement • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • New York
betweenInsurance Allocation Agreement • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • Delaware
EMPLOYEE MATTERS AGREEMENT Between TRW INC. And TRW AUTOMOTIVE INC. Dated as of _______, 2002Employee Matters Agreement • July 17th, 2002 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • Ohio
Employee Matters Agreement (this “Agreement”) dated as of , 2002, by and between TRW INC., an Ohio corporation (“TRW”) and TRW AUTOMOTIVE INC., a Delaware corporation and, as of the date hereof, a wholly-owned subsidiary of TRW (“TRW Automotive”).
EXHIBIT 10.1 AMENDMENT AND RESTATEMENT AGREEMENT dated as of July 22, 2003, among TRW AUTOMOTIVE HOLDINGS CORP., a Delaware corporation ("Holdings"), TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., a Delaware corporation ("Intermediate Holdings"), TRW...Amendment and Restatement Agreement • June 9th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • New York
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • July 17th, 2002 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • Ohio
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”) is dated as of , 2002, and is between TRW INC. (“Licensor”), an Ohio corporation, and TRW AUTOMOTIVE INC. (“Licensee”), a corporation organized under the laws of Delaware and a wholly-owned subsidiary of Licensor. Licensor and Licensee are sometimes referred to herein individually as, “Party” and collectively as, the “Parties.” All terms used but not defined herein, shall have the meaning set forth in the Distribution Agreement (as defined below).
INSURANCE ALLOCATION AGREEMENT between TRW INC. and TRW AUTOMOTIVE INC. Dated as of _____, 2002Insurance Allocation Agreement • July 17th, 2002 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • Ohio
This INSURANCE ALLOCATION AGREEMENT (this “Agreement”) is dated as of , 2002, and is between TRW AUTOMOTIVE INC. (“TRW Automotive”), a corporation organized under the laws of Delaware and a wholly-owned subsidiary of TRW INC., and TRW INC. (“TRW”), a corporation organized under the laws of Ohio.
MASTER DISTRIBUTION AGREEMENT between TRW INC. and TRW AUTOMOTIVE INC. Dated as of ______, 2002Master Distribution Agreement • July 17th, 2002 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • Ohio
MASTER DISTRIBUTION AGREEMENT (this “Agreement”), dated as of , 2002, by and between TRW INC., an Ohio corporation (“TRW”), and TRW AUTOMOTIVE INC., a Delaware corporation and a wholly owned subsidiary of TRW (“TRW Automotive”).
EXHIBIT 10.8 SERVICING AGREEMENT ------------------- SERVICING AGREEMENT (as amended, restated, supplemented or otherwise modified and in effect from time to time, the "Agreement"), dated as of February 28, 2003, by and among TRW AUTOMOTIVE GLOBAL...Servicing Agreement • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • New York
