W I T N E S S E T H :
Exhibit 4.2
Execution Version
SUPPLEMENTAL INDENTURE (this Supplemental Indenture) dated as of November 21, 2013, among TRW AUTOMOTIVE HOLDINGS CORP., a Delaware corporation (the New Guarantor), TRW AUTOMOTIVE INC., a Delaware corporation (the Company), the existing guarantors named in the signature pages hereto (the Existing Guarantors) and THE BANK OF NEW YORK MELLON, 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 November 21, 2013, providing for the issuance of the Companys 4.450% Senior Notes due 2023 (the Securities), initially in the aggregate principal amount of $400,000,000;
WHEREAS Section 4.06 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 Companys obligations under the Securities and the Indenture 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, the 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 Companys obligations under the Securities and the Indenture 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. Successors. All agreements of the Company, the New Guarantor and the Existing Guarantors in this Supplemental Indenture shall bind their respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.
7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.
[Remainder of page intentionally left blank]
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 AUTOMOTIVE HOLDINGS CORP. | ||
|
|
|
|
|
|
|
|
| By: |
| /s/ Joseph S. Cantie |
|
| Name: | Joseph S. Cantie |
|
| Title: | Executive Vice President and Chief Financial Officer |
|
|
|
|
|
|
|
|
| COMPANY: | ||
|
| ||
|
| ||
| TRW AUTOMOTIVE INC., | ||
|
|
|
|
|
|
|
|
| By: |
| /s/ Joseph S. Cantie |
|
| Name: | Joseph S. Cantie |
|
| Title: | Executive Vice President and Chief Financial Officer |
|
|
|
|
|
|
|
|
| EXISTING GUARANTORS: | ||
|
| ||
|
| ||
| AUSTRIAN HOLDCO L.L.C., | ||
|
|
|
|
|
|
|
|
| By: |
| /s/ Joseph S. Cantie |
|
| TRW Automotive Inc., Managing Member | |
|
| Name: | Joseph S. Cantie |
|
| Title: | Executive Vice President and Chief Financial Officer |
[Signature Page to the Supplemental Indenture]
| ENTIRE SOLUTIONS, LLC | ||
|
|
|
|
| By: |
| /s/ Joseph S. Cantie |
|
| Name: | Joseph S. Cantie |
|
| Title: | Vice President and Chief Financial Officer |
|
|
|
|
|
|
|
|
| KELSEY-HAYES COMPANY, | ||
|
|
|
|
| By: |
| /s/ Joseph S. Cantie |
|
| Name: | Joseph S. Cantie |
|
| Title: | Vice President and Chief Financial Officer |
|
|
|
|
| KELSEY-HAYES HOLDINGS INC., | ||
|
|
|
|
| By: |
| /s/ Joseph S. Cantie |
|
| Name: | Joseph S. Cantie |
|
| Title: | Vice President and Chief Financial Officer |
|
|
|
|
| KH HOLDINGS, INC., | ||
|
|
|
|
| By: |
| /s/ Joseph S. Cantie |
|
| Name: | Joseph S. Cantie |
|
| Title: | Vice President and Chief Financial Officer |
|
|
|
|
| LAKE CENTER INDUSTRIES TRANSPORTATION, INC., | ||
|
|
|
|
| By: |
| /s/ Joseph S. Cantie |
|
| Name: | Joseph S. Cantie |
|
| Title: | Vice President and Chief Financial Officer |
|
|
|
|
| LUCAS AUTOMOTIVE INC., | ||
|
|
|
|
| By: |
| /s/ Joseph S. Cantie |
|
| Name: | Joseph S. Cantie |
|
| Title: | Vice President and Chief Financial Officer |
[Signature Page to the Supplemental Indenture]
| LUCASVARITY AUTOMOTIVE HOLDING COMPANY, | ||
|
|
|
|
| By: |
| /s/ Joseph S. Cantie |
|
| Name: | Joseph S. Cantie |
|
| Title: | Vice President and Chief Financial Officer |
|
|
|
|
| REMSA OF AMERICA, INC., | ||
|
|
|
|
| By: |
| /s/ Peter R. Rapin |
|
| Name: | Peter R. Rapin |
|
| Title: | Treasurer |
|
|
|
|
| TRW AUTO HOLDINGS INC., | ||
|
|
|
|
| By: |
| /s/ Joseph S. Cantie |
|
| Name: | Joseph S. Cantie |
|
| Title: | Vice President and Chief Financial Officer |
|
|
|
|
| TRW AUTOMOTIVE HOLDING COMPANY, | ||
|
|
|
|
| By: |
| /s/ Joseph S. Cantie |
|
| Name: | Joseph S. Cantie |
|
| Title: | Vice President and Chief Financial Officer |
|
|
|
|
| TRW AUTOMOTIVE J.V. LLC, | ||
|
|
|
|
| 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: | Vice President and Chief Financial Officer |
[Signature Page to the Supplemental Indenture]
| TRW AUTOMOTIVE SAFETY SYSTEMS ARKANSAS INC., | ||
|
|
|
|
| By: |
| /s/ Joseph S. Cantie |
|
| Name: | Joseph S. Cantie |
|
| Title: | Vice President and Chief Financial Officer |
|
|
|
|
| TRW AUTOMOTIVE U.S. LLC, | ||
|
|
|
|
| By: |
| /s/ Joseph S. Cantie |
|
| Name: | Joseph S. Cantie |
|
| Title: | Vice President and Chief Financial Officer |
|
|
|
|
| TRW EAST INC., | ||
|
|
|
|
| By: |
| /s/ Joseph S. Cantie |
|
| Name: | Joseph S. Cantie |
|
| Title: | Vice President and Treasurer |
|
|
|
|
| TRW INTEGRATED CHASSIS SYSTEMS LLC, | ||
|
|
|
|
| By: |
| /s/ Joseph S. Cantie |
|
| Name: | Joseph S. Cantie |
|
| Title: | Vice President and Chief Financial Officer |
|
|
|
|
| TRW INTELLECTUAL PROPERTY CORP., | ||
|
|
|
|
| By: |
| /s/ Joseph S. Cantie |
|
| Name: | Joseph S. Cantie |
|
| Title: | Vice President and Chief Financial Officer |
[Signature Page to the Supplemental Indenture]
| TRW OCCUPANT RESTRAINTS SOUTH AFRICA INC., | ||
|
|
|
|
| By: |
| /s/ Joseph S. Cantie |
|
| Name: | Joseph S. Cantie |
|
| Title: | Vice President and Chief Financial Officer |
|
|
|
|
| TRW ODYSSEY INC., | ||
|
|
|
|
| By: |
| /s/ Joseph S. Cantie |
|
| Name: | Joseph S. Cantie |
|
| Title: | Vice President and Chief Financial Officer |
|
|
|
|
| TRW OVERSEAS INC., | ||
|
|
|
|
| By: |
| /s/ Joseph S. Cantie |
|
| Name: | Joseph S. Cantie |
|
| Title: | Vice President and Chief Financial Officer |
|
|
|
|
| TRW POWDER METAL INC., | ||
|
|
|
|
| By: |
| /s/ Joseph S. Cantie |
|
| Name: | Joseph S. Cantie |
|
| Title: | Vice President and Chief Financial Officer |
|
|
|
|
| TRW SAFETY SYSTEMS INC., | ||
|
|
|
|
| By: |
| /s/ Joseph S. Cantie |
|
| Name: | Joseph S. Cantie |
|
| Title: | Vice President and Chief Financial Officer |
|
|
|
|
| TRW TECHNAR INC., | ||
|
|
|
|
| By: |
| /s/ Joseph S. Cantie |
|
| Name: | Joseph S. Cantie |
|
| Title: | Vice President and Chief Financial Officer |
[Signature Page to the Supplemental Indenture]
| TRW VEHICLE SAFETY SYSTEMS INC., | ||
|
|
|
|
| By: |
| /s/ Joseph S. Cantie |
|
| Name: | Joseph S. Cantie |
|
| Title: | Vice President and Chief Financial Officer |
|
|
|
|
| WORLDWIDE DISTRIBUTION CENTERS, INC., | ||
|
|
|
|
| By: |
| /s/ Joseph S. Cantie |
|
| Name: | Joseph S. Cantie |
|
| Title: | Vice President and Chief Financial Officer |
[Signature Page to the Supplemental Indenture]
| THE BANK OF NEW YORK MELLON, as Trustee | ||
|
|
|
|
|
|
|
|
| By: |
| /s/ Thomas Hacker |
|
| Name: | Thomas Hacker |
|
| Title: | Vice President |
[Signature Page to the Supplemental Indenture]