SECOND SUPPLEMENTAL INDENTURE (this "Second
Supplemental Indenture") dated as of December 5, 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 "Guarantor"), each a subsidiary of
TRW AUTOMOTIVE INC., a Delaware corporation (formerly known
as TRW AUTOMOTIVE ACQUISITION CORP.) (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 10 1/8% Senior Notes due 2013 (the
"Securities"), initially in the aggregate principal amount of
(eurodollar)200,000,000; and
WHEREAS pursuant to Section 9.01, subsection (1) of the Indenture, the
Trustee, the Company and the Guarantors are authorized to execute and deliver
this Second Supplemental Indenture without notice to or consent of any Holder
(as defined under the Indenture);
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, each
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. Amendment to Section 2.04(a): Registrar and Paying Agent. Section
2.04(a) of the Indenture is hereby amended by deleting Section 2.04(a) in its
entirety and replacing it with the following text in lieu thereof as follows:
"The Company shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange (the "Registrar") and an
office or agency where Securities may be presented for payment (the "Paying
Agent"). The Registrar shall keep a register of the Securities and of their
transfer and exchange. The
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Company may have one or more co-registrars and one or more additional paying
agents. The term "Paying Agent" includes any additional paying agent, and the
term "Registrar" includes any co-registrars. The Company initially appoints the
Trustee as (i) Registrar and Paying Agent in connection with the Securities, and
(ii) the Securities Custodian with respect to the Global Securities. The Company
initially appoints The Bank of New York, London Branch, as co-registrar and
co-paying agent."
2. Amendment to Appendix A: Section 1.1. Section 1.1 of Appendix A is
hereby amended as follows:
(a) The definition of "Depositary" shall be deleted in its entirety and
replaced with the following text in lieu thereof:
"Depositary" means The Depository Trust Company, its nominees and their
respective successors, or when issued with respect to any Securities in
connection with a Registered Exchange offer, the Common Depositary
(b) The following text shall be inserted after the definition of
"Clearstream":
"Common Depositary" means The Bank of New York, London Branch, as
common depositary for Euroclear and Clearstream or another Person designated as
common depositary by the Company, which Person must be a clearing agency
registered under the Exchange Act.
3. Amendment to Exhibit B: Form of Exchange Security.
(a) Form of Face of Exchange Security contained in Exhibit B is hereby
amended by deleting it in its entirety and replacing it with the following text:
[FORM OF FACE OF EXCHANGE SECURITY]
[Global Securities Legend]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF [THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK] [THE BANK OF NEW YORK, LONDON BRANCH,] TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN [THE NAME OF CEDE & CO. OR SUCH OTHER NAME] [A NAME] AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [DTC] [THE BANK OF NEW YORK,
LONDON BRANCH,] (AND ANY PAYMENT IS MADE TO [CEDE & CO., OR TO SUCH OTHER]
[SUCH] OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [DTC]
[THE BANK OF NEW YORK, LONDON BRANCH,]), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, [CEDE & CO.], HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO [DTC, TO NOMINEES OF DTC] [THE COMMON DEPOSITARY, TO
NOMINEES OF
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THE COMMON DEPOSITARY] OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON
THE REVERSE HEREOF.
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No. (eurodollar)_________
10 1/8% Senior Note due 2013
CUSIP No. _______
ISIN No. _______
TRW AUTOMOTIVE ACQUISITION CORP., a Delaware corporation, promises to pay to
[Cede & Co.] [ ], or registered assigns, the principal sum [of
Euros] [listed on the Schedule of Increases or Decreases in Global Security
attached hereto](1) on February 15, 2013.
Interest Payment Dates: February 15 and August 15.
Record Dates: February 1 and August 1.
--------
1 Use the Schedule of Increases and Decreases language if Note is in
Global Form.
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Additional provisions of this Security are set forth on the other side
of this Security.
IN WITNESS WHEREOF, the parties have caused this instrument to be duly
executed.
TRW AUTOMOTIVE ACQUISITION
CORP.
by
--------------------------
Name:
Title:
Dated:
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
BANK OF NEW YORK,
as Trustee, certifies that
this is one of the Securities
referred to in the Indenture.
By
----------------------
Authorized Signatory
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
----------
* / If the Security is to be issued in global form, add the Global
Securities Legend and the attachment from Exhibit A captioned "TO BE ATTACHED TO
GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY".
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(b) Form of Reverse Side of Exchange Security contained in Exhibit B is
hereby amended by deleting Sections 2 and 3 in their entireties and replacing
them with the following texts in lieu thereof:
2. Method of Payment
The Company shall pay interest on the Securities (except defaulted
interest) to the Persons who are registered Holders at the close of business on
the February 1 or August 1 next preceding the interest payment date even if
Securities are canceled after the record date and on or before the interest
payment date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company shall pay principal, premium, if any, and
interest in money of the European Union that at the time of payment is legal
tender for payment of public and private debts. Payments in respect of the
Securities represented by a Global Security (including principal, premium and
interest) shall be made by wire transfer of immediately available funds to the
accounts specified by [The Depository Trust Company] [The Bank of New York,
London Branch] or any successor depositary. The Company will make all payments
in respect of a certificated Security (including principal, premium, if any, and
interest), at the office of the Paying Agent, except that, at the option of the
Company, payment of interest may be made by mailing a check to the registered
address of each Holder thereof; provided, however, that payments on the
Securities may also be made, in the case of a Holder of at least
(eurodollar)1,000,000 aggregate principal amount of Securities, by wire transfer
to a euro account maintained by the payee with a bank in a member state of the
European Union if such Holder elects payment by wire transfer by giving written
notice to the Trustee or the Paying Agent to such effect designating such
account no later than 30 days immediately preceding the relevant due date for
payment (or such other date as the Trustee may accept in its discretion).
3. Paying Agent and Registrar
Initially, [The Bank of New York, a New York banking corporation (the
"Trustee")] [The Bank of New York, London Branch], will act as Paying Agent and
Registrar. The Company may appoint and change any Paying Agent or Registrar
without notice. The Company or any of its domestically incorporated Wholly Owned
Subsidiaries may act as Paying Agent or Registrar.
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4. 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 Second 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.
5. Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
6. Trustee Makes No Representation. The Trustee makes no representation
as to the validity or sufficiency of this Second Supplemental Indenture. The
recitals and statements herein are deemed to be those of the Company and the
Guarantors and not of the Trustee.
7. Counterparts. The parties may sign any number of copies of this
Second Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.
8. 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 Second
Supplemental Indenture to be duly executed as of the date first above written.
XXXXXX-XXXXX COMPANY
By /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Treasurer
XXXXXX-XXXXX HOLDINGS INC.
By /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Treasurer
KH HOLDINGS, INC.
By /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Treasurer
LAKE CENTER INDUSTRIES TRANSPORTATION, INC.
By /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Secretary
XXXXX AUTOMOTIVE INC.
By /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
LUCASVARITY AUTOMOTIVE HOLDING COMPANY
By /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Chief Financial
Officer
TRW AUTO HOLDINGS INC.
By /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Chief Financial
Officer
TRW AUTOMOTIVE (LV) CORP.
By /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
TRW AUTOMOTIVE FINANCE (LUXEMBOURG), S.A.R.L.
By /s/ Xxxxxx Xxxxxxx
----------------------------
Name: Xxxxxx Xxxxxxx
Title: Sole Manager
TRW AUTOMOTIVE HOLDING COMPANY
By /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
TRW AUTOMOTIVE J.V. LLC
By /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Chief Financial
Officer
TRW AUTOMOTIVE SAFETY SYSTEMS ARKANSAS INC.
By /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Treasurer
TRW AUTOMOTIVE U.S. LLC
By /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Chief Financial
Officer
TRW COMPOSANTS MOTEURS INC.
By /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
TRW EAST INC.
By /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Treasurer
TRW OCCUPANT RESTRAINTS SOUTH AFRICA INC.
By /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Treasurer
TRW ODYSSEY INC.
By /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Treasurer
TRW OVERSEAS INC.
By /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Treasurer
TRW POWDER METAL INC.
By /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
TRW SAFETY SYSTEMS INC.
By /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Treasurer
TRW TECHNAR INC.
By /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Treasurer
TRW VEHICLE SAFETY SYSTEMS INC.
By /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Chief Financial
Officer
VARITY EXECUTIVE PAYROLL, INC.
By /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
WORLDWIDE DISTRIBUTION CENTERS, INC.
By /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Assistant Secretary
TRW AUTOMOTIVE INC.
By /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Chief Financial
Officer
THE BANK OF NEW YORK, AS TRUSTEE
By /s/ Xxxx Xxxxx
----------------------------
Name: Xxxx Xxxxx
Title: Assistant Vice President
