BY AND AMONGStockholders Agreement • January 29th, 2004 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • Delaware
AMENDMENT NO. 2 Dated as of May 2, 2005Loan Agreement • May 5th, 2005 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 9, 2004,Credit Agreement • January 15th, 2004 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
ARTICLE I DEFINITIONSServicing Agreement • February 23rd, 2005 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
16 AUGUST 2004 EMPLOYMENT AGREEMENT (NEIL E. MARCHUK) EMPLOYMENT AGREEMENT (the "Agreement") dated as of August 16, 2004 by and between TRW Automotive Inc. (the "Company") and Neil E. Marchuk ("Executive"). WHEREAS, the Company desires to employ...Employment Agreement • November 4th, 2004 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
AMENDMENT NO. 1Receivables Purchase Agreement • February 23rd, 2005 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
Exhibit 10.2 TRW AUTOMOTIVE HOLDINGS CORP. RESTRICTED STOCK AGREEMENT THIS AGREEMENT, dated as of September 7, 2004 between TRW Automotive Holdings Corp., a Delaware corporation (the "Company"), and Neil Marchuk (the "Employee"), is entered into as...Restricted Stock Agreement • November 4th, 2004 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
this clause, and all references to the U.S. Borrower in this clause shall instead be deemed to be references to Holdings or Intermediate Holdings, as applicable; (b) Clause (e) of Section 5.04 of the Credit Agreement is hereby amended by (i) deleting...Credit Agreement • July 28th, 2004 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
RIGHTS AGREEMENT TRW AUTOMOTIVE HOLDINGS CORP.Rights Agreement • January 26th, 2004 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • Delaware
EXHIBIT 10.6 AMENDED AND RESTATED TRANSFER AGREEMENT Dated as of December 31, 2004Transfer Agreement • February 23rd, 2005 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
AmongCredit Agreement • February 23rd, 2005 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
W I T N E S S E T H :Second Supplemental Indenture • January 15th, 2004 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
GENERAL RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 7th, 2004 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
EXHIBIT 10.1Credit Agreement • May 5th, 2005 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
EXHIBIT 10.6 THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 2, 2004,Credit Agreement • November 4th, 2004 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
EXHIBIT 10.48 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (DAVID L. BIALOSKY) SECOND AMENDMENT dated as of December 16, 2004 (this "Amendment") to EMPLOYMENT AGREEMENT (the "Agreement") dated as of February 13, 2003 by and between TRW Automotive Inc....Employment Agreement • February 23rd, 2005 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
COMMON STOCKCommon Stock • January 27th, 2004 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
AGREEMENT AND PLAN OF MERGER Among TRW AUTOMOTIVE HOLDINGS CORP., ZF FRIEDRICHSHAFEN AG and MSNA, INC. Dated as of September 15, 2014Agreement and Plan of Merger • September 15th, 2014 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of September 15, 2014 (this “Agreement”), is entered into by and among TRW Automotive Holdings Corp., a Delaware corporation (the “Company”), ZF Friedrichshafen AG, a stock corporation organized and existing under the laws of the Federal Republic of Germany (“Parent”), and MSNA, Inc., a Delaware corporation and a wholly owned subsidiary of Parent held directly by ZF North America, Inc. (“ZNA”) (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”).
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • January 26th, 2004 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
EXHIBIT 10.5 STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENTStock Purchase and Registration Rights Agreement • May 5th, 2005 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
PRELIMINARY STATEMENTSReceivables Loan Agreement • February 23rd, 2005 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
February 28, 2003, $600,000,000 as amended and restated on June 23, 2004 FOR VALUE RECEIVED, the undersigned, TRW AUTOMOTIVE INTERMEDIATE HOLDING CORP. (the "Company"), a Delaware corporation, hereby unconditionally promises to pay to the order of...TRW Automotive Holdings Corp • July 28th, 2004 • Motor vehicle parts & accessories • New York
Underwriting AgreementUnderwriting Agreement • August 9th, 2013 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
The persons named in Schedule I hereto (each, a “Selling Stockholder” and together, the “Selling Stockholders”), propose severally and not jointly, subject to the terms and conditions stated herein, to sell to Citigroup Global Markets Inc. (“you” or the “Underwriter”) an aggregate of 10,900,000 shares (the “Shares”), par value $0.01 per share (“Stock”), of TRW Automotive Holdings Corp., a Delaware corporation (the “Company”). The number of Shares to be sold by each Selling Stockholder is the number of Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto.
by and among TRW AUTOMOTIVE GLOBAL RECEIVABLES LLC as BorrowerReceivables Loan Agreement • February 23rd, 2005 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
TRW AUTOMOTIVE HOLDINGS CORP. Common Stock Underwriting AgreementUnderwriting Agreement • August 10th, 2012 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
TRW Automotive Holdings Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares (the “Securities”), par value $0.01 per share (“Stock”) of the Company.
1 FEBRUARY 2006 LUCAS INDUSTRIES LIMITED as the Company and THE LAW DEBENTURE TRUST CORPORATION P.L.C. as the TrusteeTRW Automotive Holdings Corp • February 23rd, 2006 • Motor vehicle parts & accessories
EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 28, 2012, Among TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INC. (f/k/a TRW AUTOMOTIVE ACQUISITION CORP.), THE FOREIGN SUBSIDIARY BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO,...Credit Agreement • October 1st, 2012 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 28, 2012 (this “Agreement”), among TRW AUTOMOTIVE HOLDINGS CORP., a Delaware corporation (“Holdings”), TRW AUTOMOTIVE INC. (f/k/a TRW AUTOMOTIVE ACQUISITION CORP.), a Delaware corporation (the “U.S. Borrower”), the FOREIGN SUBSIDIARY BORROWERS party hereto, the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A. (f/k/a JPMORGAN CHASE BANK), as administrative agent (in such capacity, the “Administrative Agent”), and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders, and BANK OF AMERICA, N.A., as syndication agent (in such capacity, the “Syndication Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 13th, 2008 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • Delaware
This Indemnification Agreement (“Agreement”) is made as of ___, 2008 by and between TRW Automotive Holdings Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
RECITALSPerformance Guaranty • February 23rd, 2005 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
TRW AUTOMOTIVE HOLDINGS CORP. 2012 STOCK INCENTIVE PLAN EXECUTIVE OFFICER STOCK-SETTLED STOCK APPRECIATION RIGHTS AGREEMENTSettled Stock Appreciation Rights Agreement • April 30th, 2013 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • Delaware
THIS AGREEMENT, is made effective as of , 20 (the “Date of Grant”), between TRW Automotive Holdings Corp. (the “Company”) and (the “Participant”).
TRW AUTOMOTIVE HOLDINGS CORP. 2012 STOCK INCENTIVE PLAN CHIEF EXECUTIVE OFFICER STOCK- SETTLED STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • April 30th, 2013 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • Delaware
THIS AGREEMENT, is made effective as of , 20 (the “Date of Grant”), between TRW Automotive Holdings Corp. (the “Company”) and (the “Participant”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • March 26th, 2007 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of March 26, 2007, and is by and among TRW Automotive Inc., a Delaware corporation (the “Issuer”), the direct and indirect subsidiaries of the Issuer listed on the signature pages hereof (collectively, the “Subsidiary Guarantors”) and The Bank of New York, as trustee (the “Trustee”).
TRW AUTOMOTIVE HOLDINGS CORP. 2003 STOCK INCENTIVE PLAN CHIEF EXECUTIVE OFFICER RESTRICTED STOCK UNIT AGREEMENTOfficer Restricted Stock Unit Agreement • February 25th, 2005 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
THIS AGREEMENT, is made effective as of ___,2005 (the “Grant Date”), between TRW Automotive Holdings Corp. (the “Company”) and ___(the “Participant”).
FIFTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 22nd, 2008 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
FIFTH AMENDMENT dated as of December 18, 2008 (this “Amendment”) to EMPLOYMENT AGREEMENT dated as of February 27, 2003, as amended (the “Agreement”) by and between TRW Limited (the “Company”) and Peter J. Lake (“Executive”).
GENERAL RESTRICTED STOCK UNIT AGREEMENTGeneral Restricted Stock Unit Agreement • November 4th, 2004 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
