EXHIBIT 4.2
SUPPLEMENTAL INDENTURE (this "Supplemental
Indenture") dated as of February 28, 2003, among
XXXXXX-XXXXX COMPANY, XXXXXX-XXXXX HOLDINGS INC., KH
HOLDINGS, INC., LAKE CENTER INDUSTRIES
TRANSPORTATION, INC., XXXXX AUTOMOTIVE INC.,
LUCASVARITY AUTOMOTIVE HOLDING COMPANY, TRW AUTO
HOLDINGS INC., TRW AUTOMOTIVE (LV) CORP., TRW
AUTOMOTIVE FINANCE (LUXEMBOURG), S.A.R.L., TRW
AUTOMOTIVE HOLDING COMPANY, TRW AUTOMOTIVE J.V. LLC,
TRW AUTOMOTIVE SAFETY SYSTEMS ARKANSAS INC., TRW
AUTOMOTIVE U.S. LLC, TRW COMPOSANTS MOTEURS INC., TRW
EAST INC., TRW OCCUPANT RESTRAINTS SOUTH AFRICA INC.,
TRW ODYSSEY INC., TRW OVERSEAS INC., TRW POWDER METAL
INC., TRW SAFETY SYSTEMS INC., TRW TECHNAR INC., TRW
VEHICLE SAFETY SYSTEMS INC., VARITY EXECUTIVE
PAYROLL, INC., WORLDWIDE DISTRIBUTION CENTERS, INC.
(each, a "New Guarantor"), each a subsidiary of TRW
AUTOMOTIVE ACQUISITION CORP., a Delaware corporation
(the "Company"), and THE BANK OF NEW YORK, a New York
banking corporation, as trustee under the indenture
referred to below (the "Trustee").
W I T N E S S E T H :
WHEREAS the Company has heretofore executed and delivered to
the Trustee an Indenture (the "Indenture") dated as of February 18, 2003,
providing for the issuance of the Company's 9 3/8% Senior Notes due 2013 (the
"Securities"), initially in the aggregate principal amount of $925,000,000;
WHEREAS Section 4.11 of the Indenture provides that the
Company is required to cause each New Guarantor to execute and deliver to the
Trustee a supplemental indenture pursuant to which each New Guarantor shall
unconditionally guarantee all the Company's obligations under the Securities
pursuant to a Senior Guarantee on the terms and conditions set forth herein; and
WHEREAS pursuant to Section 9.01 of the Indenture, the
Trustee, the Company and the existing Guarantors are authorized to execute and
deliver this Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
each New Guarantor, the Company, and the Trustee mutually covenant and agree for
the equal and ratable benefit of the holders of the Securities as follows:
1. Agreement to Guarantee. Each New Guarantor hereby agrees,
jointly and severally with all existing Guarantors (if any), to unconditionally
guarantee the
2
Company's obligations under the Securities on the terms and subject to the
conditions set forth in Article 10 of the Indenture and to be bound by all other
applicable provisions of the Indenture and the Securities.
2. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.
3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
4. Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture.
5. Counterparts. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.
6. Effect of Headings. The Section headings herein are for
convenience only and shall not effect the construction thereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first above written.
XXXXXX-XXXXX COMPANY
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary and Vice President
XXXXXX-XXXXX HOLDINGS INC.
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary and Vice President
KH HOLDINGS, INC.
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary and Vice President
LAKE CENTER INDUSTRIES TRANSPORTATION, INC.
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
XXXXX AUTOMOTIVE INC.
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary
LUCASVARITY AUTOMOTIVE HOLDING COMPANY
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and General Counsel
TRW AUTO HOLDINGS INC.
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and General Counsel
TRW AUTOMOTIVE (LV) CORP.
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary
TRW AUTOMOTIVE FINANCE (LUXEMBOURG), S.A.R.L.
By /s/ Xxxx X. Xxxxxxxx
----------------------------
Name: Xxxx X. Xxxxxxxx
Title: Sole Member
TRW AUTOMOTIVE HOLDING COMPANY
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary and Vice President
TRW AUTOMOTIVE J.V. LLC
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and General Counsel
TRW AUTOMOTIVE SAFETY SYSTEMS ARKANSAS INC.
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary and Vice President
TRW AUTOMOTIVE U.S. LLC
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and General Counsel
TRW COMPOSANTS MOTEURS INC.
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary
TRW EAST INC.
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary and Vice President
TRW OCCUPANT RESTRAINTS SOUTH AFRICA INC.
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary and Vice President
TRW ODYSSEY INC.
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary and Vice President
TRW OVERSEAS INC.
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Secretary and Vice President
TRW POWDER METAL INC.
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary and President
TRW SAFETY SYSTEMS INC.
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary and Vice President
TRW TECHNAR INC.
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary and Vice President
TRW VEHICLE SAFETY SYSTEMS INC.
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and General Counsel
VARITY EXECUTIVE PAYROLL, INC.
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary
WORLDWIDE DISTRIBUTION CENTERS, INC.
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary and Vice President
TRW AUTOMOTIVE ACQUISITION CORP.
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President. General Counsel
and Secretary
THE BANK OF NEW YORK, as Trustee
By /s/ Xxxx Xxxxx
-----------------------------
Name: Xxxx Xxxxx
Title: Vice President
