EXHIBIT 4.12
JOINDER TO THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
February 28, 2003
X.X. Xxxxxx Securities Ltd.
Credit Suisse First Boston Europe Ltd.
Xxxxxx Brothers International (Europe)
Deutsche Bank AG London
Banc of America Securities Limited
Scotia Capital Inc.
TD Securities (USA) Inc.
SunTrust Capital Markets, Inc.
c/o X.X. Xxxxxx Securities Ltd.
000 Xxxxxx Xxxx
Xxxxxx XX0X 0XX
Xxxxxxx
Ladies and Gentlemen:
Reference is made to the Euro Senior Notes Exchange and Registration Rights
Agreement (the "Exchange and Registration Rights Agreement") dated February 18,
2003, among TRW Automotive Acquisition Corp., a Delaware corporation (the
"Issuer"), X.X. Xxxxxx Securities Ltd., Credit Suisse First Boston Europe Ltd.,
Xxxxxx Brothers International (Europe), Deutsche Bank AG London, Banc of America
Securities Limited, Scotia Capital Inc., TD Securities (USA) Inc. and SunTrust
Capital Markets, Inc. (collectively, the "Euro Initial Purchasers") concerning
the purchase of the Euro Senior Notes (as defined in the Exchange and
Registration Rights Agreement) from the Issuer by the several Euro Initial
Purchasers. Capitalized terms used herein but not defined herein shall have the
meanings assigned to such terms in the Exchange and Registration Rights
Agreement.
The Issuer and each of the Guarantors party hereto (the "Guarantors") agree
that this letter agreement is being executed and delivered in connection with
the issue and sale of the Euro Senior Notes pursuant to the Purchase Agreement
and to induce the Euro Initial Purchasers to purchase the Securities thereunder
and is being executed concurrently with the consummation of the Acquisition.
1. Joinder. Each of the parties hereto hereby agrees to become bound by the
terms, conditions and other provisions of the Exchange and Registration Rights
Agreement with all attendant rights, duties and obligations stated therein, with
the same force and effect as if originally named as a Guarantor therein and as
if such party executed the Exchange and Registration Rights Agreement on the
date thereof.
2. Representations, Warranties and Agreements of the Guarantors. Each
Guarantor represents and warrants to, and agrees with, the several Euro Initial
Purchasers on and as of the date hereof that such Guarantor has the corporate
power to execute and deliver this letter agreement and all corporate action
required to be taken by it for the due and proper authorization, execution,
delivery and performance of this letter agreement, and the consummation of the
transactions contemplated hereby has been duly and validly taken; this letter
agreement has been duly authorized, executed and delivered by such Guarantor and
constitutes a valid and legally binding agreement of such Guarantor enforceable
against such Guarantor in accordance with its terms.
3. GOVERNING LAW. THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
4. Counterparts. This letter agreement may be executed in one or more
counterparts (which may include counterparts delivered by telecopier) and, if
executed in more than one counterpart, the executed counterparts shall each be
deemed to be an original, but all such counterparts shall together constitute
one and the same instrument.
5. Amendments. No amendment or waiver of any provision of this letter
agreement, nor any consent or approval to any departure therefrom, shall in any
event be effective unless the same shall be in writing and signed by the parties
hereto.
6. Headings. The headings herein are inserted for the convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this letter agreement.
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If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to us a counterpart hereof, whereupon this letter
agreement will become a binding agreement between the Issuer, the Guarantors
party hereto and the several Euro Initial Purchasers in accordance with its
terms.
Very truly yours,
XXXXXX-XXXXX COMPANY, as
Guarantor,
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary and Vice President
XXXXXX-XXXXX HOLDINGS INC., as
Guarantor,
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary and Vice President
KH HOLDINGS, INC., as Guarantor,
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary and Vice President
LAKE CENTER INDUSTRIES
TRANSPORTATION, INC., as Guarantor,
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
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XXXXX AUTOMOTIVE INC., as Guarantor,
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary
LUCASVARITY AUTOMOTIVE
HOLDING COMPANY, as Guarantor,
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and General Counsel
TRW AUTO HOLDINGS INC., as
Guarantor,
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and General Counsel
TRW AUTOMOTIVE (LV) CORP., as
Guarantor,
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary
TRW AUTOMOTIVE FINANCE
(LUXEMBOURG), S.A.R.L., as Guarantor,
By /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Sole Manager
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TRW AUTOMOTIVE HOLDING
COMPANY, as Guarantor,
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary and Vice President
TRW AUTOMOTIVE J.V. LLC, as Guarantor,
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and General Counsel
TRW AUTOMOTIVE SAFETY SYSTEMS
ARKANSAS INC., as Guarantor,
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary and Vice President
TRW AUTOMOTIVE U.S. LLC, as Guarantor
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and General Counsel
TRW COMPOSANTS MOTEURS INC., as Guarantor,
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary
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TRW EAST INC., as Guarantor,
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary and Vice President
TRW OCCUPANT RESTRAINTS SOUTH
AFRICA INC., as Guarantor,
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary and Vice President
TRW ODYSSEY INC., as Guarantor,
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary and Vice President
TRW OVERSEAS INC., as Guarantor,
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Secretary and Vice President
TRW POWDER METAL INC., as
Guarantor,
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary and President
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TRW SAFETY SYSTEMS INC., as
Guarantor,
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary and Vice President
TRW TECHNAR INC., as Guarantor,
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary and Vice President
TRW VEHICLE SAFETY SYSTEMS INC., as Guarantor,
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and General Counsel
VARITY EXECUTIVE PAYROLL, INC., as Guarantor,
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary
WORLDWIDE DISTRIBUTION
CENTERS, INC., as Guarantor,
By /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Secretary and Vice President
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Accepted: February 28, 2003
X.X. XXXXXX SECURITIES LTD.
CREDIT SUISSE FIRST BOSTON EUROPE LTD.
XXXXXX BROTHERS INTERNATIONAL (EUROPE)
DEUTSCHE BANK AG LONDON
BANC OF AMERICA SECURITIES LIMITED
SCOTIA CAPITAL INC.
TD SECURITIES (USA) INC.
SUNTRUST CAPITAL MARKETS, INC.
By: X.X. XXXXXX SECURITIES LTD.
By:
/s/ Xxxxxxxx Xxx-Xxxxx
--------------------------------------
Name: XXXXXXXX XXX-XXXXX
Title: VICE PRESIDENT
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