SECOND SUPPLEMENTAL INDENTURE
Exhibit 4.7
THIS SECOND 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”).
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Section 1.01. Amendments to the Indenture. Effective as of the Operative Date, this
Supplemental Indenture amends the Indenture as provided for herein. The Issuer and the Subsidiary
Guarantors acknowledge and agree that no amendment or waiver of the provisions described in Section
9.02 of the Indenture requiring the consent of each affected Holder has been made hereby.
Section 1.02. Amendments to Section 4.02. Section 4.02 of the Indenture is hereby amended
and restated in its entirety to read as follows:
Section 4.02. [Intentionally Omitted.]
Section 1.03. Amendments to Section 4.03. Section 4.03 of the Indenture is hereby amended
and restated in its entirety to read as follows:
Section 4.03. [Intentionally Omitted.]
Section 1.04. Amendments to Section 4.04. Section 4.04 of the Indenture is hereby amended
and restated in its entirety to read as follows:
Section 4.04. [Intentionally Omitted.]
Section 1.05. Amendments to Section 4.05. Section 4.05 of the Indenture is hereby amended
and restated in its entirety to read as follows:
Section 4.05. [Intentionally Omitted.]
Section 1.06. Amendments to Section 4.06. Section 4.06 of the Indenture is hereby amended
and restated in its entirety to read as follows:
Section 4.06. [Intentionally Omitted.]
Section 1.07. Amendments to Section 4.07. Section 4.07 of the Indenture is hereby amended
and restated in its entirety to read as follows:
Section 4.07. [Intentionally Omitted.]
Section 1.08. Amendments to Section 4.08. Section 4.08 of the Indenture is hereby amended
and restated in its entirety to read as follows:
Section 4.08. [Intentionally Omitted.]
Section 1.09. Amendments to Section 4.10. Section 4.10 of the Indenture is hereby amended
and restated in its entirety to read as follows:
Section 4.10. [Intentionally Omitted.]
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Section 1.10. Amendments to Section 4.11. Section 4.11 of the Indenture is hereby amended
and restated in its entirety to read as follows:
Section 4.11. [Intentionally Omitted.]
Section 1.11. Amendments to Section 4.12. Section 4.12 of the Indenture is hereby amended
and restated in its entirety to read as follows:
Section 4.12. [Intentionally Omitted.]
Section 1.12. Amendments to Section 4.13. Section 4.13 of the Indenture is hereby amended
and restated in its entirety to read as follows:
Section 4.13. [Intentionally Omitted.]
Section 1.13. Amendments to Section 5.01. Section 5.01 of the Indenture is hereby amended
and restated in its entirety to read as follows:
Section 5.01. [Intentionally Omitted.]
Section 1.14. Amendments to Section 6.01. Section 6.01 of the Indenture is hereby amended
and restated in its entirety to read as follows:
(a) the Company defaults in any payment of interest on any Security when the same
becomes due and payable or in any payment of additional interest, and such default
continues for a period of 30 days;
(b) the Company defaults in the payment of principal or premium, if any, of any
Security when due at its Stated Maturity, upon optional redemption, upon required
repurchase, upon declaration or otherwise;
(c) [Intentionally Omitted];
(d) [Intentionally Omitted];
(e) [Intentionally Omitted];
(f) [Intentionally Omitted];
(g) the Company or any Significant Subsidiary pursuant to or within the meaning of
any Bankruptcy Law:
(i) commences a voluntary case;
(ii) consents to the entry of an order for relief against it in an
involuntary case;
(iii) consents to the appointment of a Custodian of it or for any substantial
part of its property; or
(iv) makes a general assignment for the benefit of its creditors; or takes
any comparable action under any foreign laws relating to insolvency;
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(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:
(i) is for relief against the Company or any Significant Subsidiary in an
involuntary case;
(ii) appoints a Custodian of the Company or any Significant Subsidiary or for
any substantial part of its property; or
(iii) orders the winding up or liquidation of the Company or any Significant
Subsidiary;
or any similar relief is granted under any foreign laws and the order or decree
remains unstayed and in effect for 60 days;
(i) [Intentionally Omitted]; or
(j) [Intentionally Omitted.]
Section 1.15. Amendments to Article 8. Article 8 of the Indenture is hereby amended and
restated in its entirety to read as follows:
Section 8.03. [Intentionally Omitted].
Section 8.04. [Intentionally Omitted].
Section 8.05. [Intentionally Omitted].
Section 1.16. General Conforming Amendment. The Proposed Amendments will eliminate any
references in each Indenture to any deleted Section or Subsections and any defined terms in the
Indentures that are used solely in those deleted Sections or Subsections.
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Section 2.01 Instruments To Be Read Together. This Supplemental Indenture is executed as and
shall constitute an indenture supplemental to and in implementation of the Indenture, and said
Indenture and this Supplemental Indenture shall henceforth be read together.
Section 2.02 Confirmation. The Indenture as amended and supplemented by this Supplemental
Indenture is in all respects confirmed and preserved.
Section 2.03 Terms Defined. Capitalized terms used in this Supplemental Indenture and not
otherwise defined herein shall have the meanings assigned to such terms in the Indenture.
Section 2.04 Trust Indenture Act Controls. If any provision of this Supplemental Indenture
limits, qualifies or conflicts with another provision that is required to be included in this
Supplemental Indenture or the Indenture by the Trust Indenture Act of 1939, as amended, as in force
at the date that this Supplemental Indenture is executed, the provisions required by said Act shall
control.
Section 2.05 Headings. The headings of the Articles and Sections of this Supplemental
Indenture have been inserted for convenience of reference only, and are not to be considered a part
hereof and shall in no way modify or restrict any of the terms and provisions hereof.
Section 2.06 Governing Law. The internal law of the State of New York shall govern this
Supplemental Indenture.
Section 2.07 Counterparts. This Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
Section 2.08 Effectiveness; Termination. The provisions of this Supplemental Indenture will
take effect immediately upon its execution by the Trustee in accordance with the provisions of
Sections 9.02 and 9.06 of the Indenture; provided, that the amendments to the Indenture set forth
in Article I of this Supplemental Indenture shall become operative as specified in Section 1.01
hereof. The Issuer may terminate this Supplemental Indenture upon written notice to the Trustee if
the Issuer terminates its offer to purchase the Notes upon the terms and subject to the provisions
set forth in the Statement.
Section 2.09 Responsibility of Trustee. The recitals contained herein shall be taken as the
statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.
Section 2.10 Severability. In case any provision in this Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed, all as of the date first written above.
BANK OF NEW YORK, as Trustee | ||||||
By: | /s/ Xxxx Xxxxxxx | |||||
Name: | Xxxx Xxxxxxx | |||||
Title: | Assistant Treasurer | |||||
TRW AUTOMOTIVE INC., as Issuer | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Executive Vice President and Chief Financial Officer | |||||
XXXXXX-XXXXX COMPANY, as Guarantor | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Vice President and Treasurer | |||||
XXXXXX-XXXXX HOLDINGS INC., as Guarantor | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Vice President and Treasurer | |||||
KH HOLDINGS, INC. as Guarantor | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Vice President and Treasurer | |||||
LAKE CENTER INDUSTRIES TRANSPORTATION, INC., as Guarantor |
||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Secretary |
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XXXXX AUTOMOTIVE INC., as Guarantor | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Treasurer | |||||
LUCASVARITY AUTOMOTIVE HOLDING COMPANY, as Guarantor |
||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Vice President and Chief Financial Officer | |||||
TRW AUTO HOLDINGS INC., as Guarantor | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Vice President and Chief Financial Officer | |||||
TRW AUTOMOTIVE (LV) CORP., as Guarantor |
||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Treasurer | |||||
TRW AUTOMOTIVE HOLDING COMPANY, as Guarantor |
||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Treasurer | |||||
TRW AUTOMOTIVE J.V. LLC, as Guarantor | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Vice President and Chief Financial Officer | |||||
TRW AUTOMOTIVE SAFETY SYSTEMS ARKANSAS INC., as Guarantor |
||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Vice President and Treasurer |
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TRW AUTOMOTIVE U.S. LLC, as Guarantor | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Vice President and Chief Financial Officer | |||||
TRW EAST INC., as Guarantor | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Vice President and Treasurer | |||||
TRW ODYSSEY INC., as Guarantor | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Vice President and Treasurer | |||||
TRW OCCUPANT RESTRAINTS SOUTH AFRICA INC., as Guarantor |
||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Vice President and Treasurer | |||||
TRW OVERSEAS INC., as Guarantor | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Treasurer | |||||
TRW POWDER METAL INC., as Guarantor | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Treasurer | |||||
TRW SAFETY SYSTEMS INC., as Guarantor | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Vice President and Treasurer |
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TRW TECHNAR INC., as Guarantor | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Vice President and Treasurer | |||||
TRW VEHICLE SAFETY SYSTEMS INC., as Guarantor | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Vice President and Chief Financial Officer | |||||
VARITY EXECUTIVE PAYROLL, INC., as Guarantor | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Treasurer | |||||
WORLDWIDE DISTRIBUTION CENTERS, INC., as Guarantor |
||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: | Xxxxxx X. Xxxxxx | |||||
Title: | Assistant Secretary and Vice President | |||||
TRW AUTOMOTIVE FINANCE (LUXEMBOURG) S.A.R.L., as Guarantor |
||||||
By: | /s/ Xxxxxx Xxxxxxx | |||||
Name: | Xxxxxx Xxxxxxx | |||||
Title: | Director |