Second Supplemental Indenture to 10 1/8% Senior Notes Due 2013 among TRW Automotive Inc., Subsidiaries, and The Bank of New York

  SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental Indenture") dated as of December 5, 2003, among KELSEY-HAYES COMPANY, KELSEY-HAYES HOLDINGS INC., KH HOLDINGS, INC., LAKE CENTER INDUSTRIES TRANSPORTATION, INC., LUCAS 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  2 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  3 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.  4 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.  5 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".  6 (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.  7 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. KELSEY-HAYES COMPANY By /s/ Joseph S. Cantie ---------------------------- Name: Joseph S. Cantie Title: Vice President and Treasurer KELSEY-HAYES HOLDINGS INC. By /s/ Joseph S. Cantie ---------------------------- Name: Joseph S. Cantie Title: Vice President and Treasurer KH HOLDINGS, INC. By /s/ Joseph S. Cantie ---------------------------- Name: Joseph S. Cantie Title: Vice President and Treasurer LAKE CENTER INDUSTRIES TRANSPORTATION, INC. By /s/ Joseph S. Cantie ---------------------------- Name: Joseph S. Cantie Title: Secretary  LUCAS AUTOMOTIVE INC. By /s/ Joseph S. Cantie ---------------------------- Name: Joseph S. Cantie Title: Treasurer LUCASVARITY AUTOMOTIVE HOLDING COMPANY By /s/ Joseph S. Cantie ---------------------------- Name: Joseph S. Cantie Title: Vice President and Chief Financial Officer TRW AUTO HOLDINGS INC. By /s/ Joseph S. Cantie ---------------------------- Name: Joseph S. Cantie Title: Vice President and Chief Financial Officer TRW AUTOMOTIVE (LV) CORP. By /s/ Joseph S. Cantie ---------------------------- Name: Joseph S. Cantie Title: Treasurer TRW AUTOMOTIVE FINANCE (LUXEMBOURG), S.A.R.L. By /s/ Graham Plumley ---------------------------- Name: Graham Plumley Title: Sole Manager  TRW AUTOMOTIVE HOLDING COMPANY By /s/ Joseph S. Cantie ---------------------------- Name: Joseph S. Cantie Title: Treasurer TRW AUTOMOTIVE J.V. LLC By /s/ Joseph S. Cantie ---------------------------- Name: Joseph S. Cantie Title: Vice President and Chief Financial Officer TRW AUTOMOTIVE SAFETY SYSTEMS ARKANSAS INC. By /s/ Joseph S. Cantie ---------------------------- Name: Joseph S. Cantie Title: Vice President and Treasurer TRW AUTOMOTIVE U.S. LLC By /s/ Joseph S. Cantie ---------------------------- Name: Joseph S. Cantie Title: Vice President and Chief Financial Officer TRW COMPOSANTS MOTEURS INC. By /s/ Joseph S. Cantie ---------------------------- Name: Joseph S. Cantie Title: Treasurer  TRW EAST INC. By /s/ Joseph S. Cantie ---------------------------- Name: Joseph S. Cantie Title: Vice President and Treasurer TRW OCCUPANT RESTRAINTS SOUTH AFRICA INC. By /s/ Joseph S. Cantie ---------------------------- Name: Joseph S. Cantie Title: Vice President and Treasurer TRW ODYSSEY INC. By /s/ Joseph S. Cantie ---------------------------- Name: Joseph S. Cantie Title: Vice President and Treasurer TRW OVERSEAS INC. By /s/ Joseph S. Cantie ---------------------------- Name: Joseph S. Cantie Title: Vice President and Treasurer TRW POWDER METAL INC. By /s/ Joseph S. Cantie ---------------------------- Name: Joseph S. Cantie Title: Treasurer  TRW SAFETY SYSTEMS INC. By /s/ Joseph S. Cantie ---------------------------- Name: Joseph S. Cantie Title: Vice President and Treasurer TRW TECHNAR INC. By /s/ Joseph S. Cantie ---------------------------- Name: Joseph S. Cantie Title: Vice President and Treasurer TRW VEHICLE SAFETY SYSTEMS INC. By /s/ Joseph S. Cantie ---------------------------- Name: Joseph S. Cantie Title: Vice President and Chief Financial Officer VARITY EXECUTIVE PAYROLL, INC. By /s/ Joseph S. Cantie ---------------------------- Name: Joseph S. Cantie Title: Treasurer WORLDWIDE DISTRIBUTION CENTERS, INC. By /s/ Joseph S. Cantie ---------------------------- Name: Joseph S. Cantie Title: Vice President and Assistant Secretary  TRW AUTOMOTIVE INC. By /s/ Joseph S. Cantie ---------------------------- Name: Joseph S. Cantie Title: Vice President and Chief Financial Officer THE BANK OF NEW YORK, AS TRUSTEE By /s/ Luis Perez ---------------------------- Name: Luis Perez Title: Assistant Vice President