SUPPLEMENTAL INDENTURE
EXHIBIT 4.1
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of September 14, 2007, among
TRW INTEGRATED CHASSIS SYSTEMS LLC, a Delaware limited liability company (the “New Guarantor”), a
subsidiary of TRW AUTOMOTIVE INC., a Delaware corporation (the “Company”), the existing guarantors
named herein (the “Existing Guarantors”) 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 March 26, 2007, providing for the issuance of the Company’s 6 3/8% Senior
Notes due 2014 (the “Securities”), initially in the
aggregate principal amount of €275,000,000;
WHEREAS Section 4.07 of the Indenture provides that under certain circumstances the Company is
required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture
pursuant to which the New Guarantor shall unconditionally guarantee all the Company’s obligations
under the Securities pursuant to a 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, the New Guarantor, the Company,
Existing Guarantors 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. The New Guarantor hereby agrees, jointly and severally
with all existing Guarantors (if any), to unconditionally guarantee the 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.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.
NEW GUARANTOR:
TRW INTEGRATED CHASSIS SYSTEMS LLC
/s/ Xxxxxx X. Xxxxxx
|
||
Title: Chief Financial Officer |
||
| COMPANY: | ||
| TRW AUTOMOTIVE INC. | ||
/s/ Xxxxxx X. Xxxxxx
|
||
Title: Executive Vice President and Chief Financial Officer |
||
| EXISTING GUARANTORS: | ||
| TRW AUTOMOTIVE FINANCE (LUXEMBOURG) S.a.r.l. | ||
/s/ Xxxxxx Xxxxxxx
|
||
Title: Director |
||
| AUSTRIAN HOLDCO L.L.C. | ||
/s/ Xxxxxx X. Xxxxxx
|
||
Title: On Behalf of TRW Automotive Inc., Its Sole Member |
||
2
| XXXXXX-XXXXX COMPANY | ||
/s/ Xxxxxx X. Xxxxxx
|
||
Title: Vice President and Treasurer |
||
| XXXXXX-XXXXX HOLDINGS INC. | ||
/s/ Xxxxxx X. Xxxxxx
|
||
Title: Vice President and Treasurer |
||
| KH HOLDINGS, INC. | ||
/s/ Xxxxxx X. Xxxxxx
|
||
Title: Vice President and Treasurer |
||
| LAKE CENTER INDUSTRIES TRANSPORTATION, INC. | ||
/s/ Xxxxxx X. Xxxxxx
|
||
Title: Secretary |
||
| XXXXX AUTOMOTIVE INC. | ||
/s/ Xxxxxx X. Xxxxxx
|
||
Title: Treasurer |
||
| LUCASVARITY AUTOMOTIVE HOLDING COMPANY | ||
/s/ Xxxxxx X. Xxxxxx
|
||
Title: Vice President and Chief Financial Officer |
||
| TRW AUTO HOLDINGS INC. | ||
/s/ Xxxxxx X. Xxxxxx
|
||
Title: Vice President and Chief Financial Officer |
||
3
| TRW AUTOMOTIVE (LV) CORP. | ||
/s/ Xxxxxx X. Xxxxxx
|
||
Title: Treasurer |
||
TRW AUTOMOTIVE HOLDING COMPANY |
||
/s/ Xxxxxx X. Xxxxxx
|
||
Title: Treasurer |
||
| TRW AUTOMOTIVE J.V. LLC | ||
/s/ Xxxxxx X. Xxxxxx
|
||
Title: Vice President and Chief Financial Officer |
||
| TRW AUTOMOTIVE SAFETY SYSTEMS ARKANSAS INC. | ||
/s/ Xxxxxx X. Xxxxxx
|
||
Title: Vice President and Treasurer |
||
| TRW AUTOMOTIVE U.S. LLC | ||
/s/ Xxxxxx X. Xxxxxx
|
||
Title: Vice President and Chief Financial Officer |
||
| TRW EAST INC. | ||
/s/ Xxxxxx X. Xxxxxx
|
||
Title: Vice President and Treasurer |
||
| TRW INTELLECTUAL PROPERTY CORP. | ||
/s/ Xxxxxx X. Xxxxxx
|
||
Title: Vice President and Treasurer |
||
0
XXX XXXXXXXX XXXXXXXXXX XXXXX XXXXXX INC. |
||
/s/ Xxxxxx X. Xxxxxx
|
||
Title: Vice President and Treasurer |
||
| TRW ODYSSEY INC. | ||
/s/ Xxxxxx X. Xxxxxx
|
||
Title: Vice President and Treasurer |
||
| TRW OVERSEAS INC. | ||
/s/ Xxxxxx X. Xxxxxx
|
||
Title: Treasurer |
||
| TRW POWDER METAL INC. | ||
/s/ Xxxxxx X. Xxxxxx
|
||
Title: Treasurer |
||
| TRW SAFETY SYSTEMS INC. | ||
/s/ Xxxxxx X. Xxxxxx
|
||
Title: Vice President and Treasurer |
||
| TRW TECHNAR INC. | ||
/s/ Xxxxxx X. Xxxxxx
|
||
Title: Vice President and Treasurer |
||
| TRW VEHICLE SAFETY SYSTEMS INC. | ||
/s/ Xxxxxx X. Xxxxxx
|
||
Title: Vice President and Chief Financial Officer |
||
5
| VARITY EXECUTIVE PAYROLL, INC. | ||
/s/ Xxxxxx X. Xxxxxx
|
||
Title: Treasurer |
||
| WORLDWIDE DISTRIBUTION CENTERS, INC. | ||
/s/ Xxxxxx X. Xxxxxx
|
||
Title: Vice President and Assistant Secretary |
||
6
TRUSTEE: |
||
| THE BANK OF NEW YORK, as Trustee | ||
Title: |
||
7
