Amendment No. 1 to Master Purchase Agreement among Northrop Grumman, BCP Acquisition Company, TRW Inc., and TRW Automotive Inc.

  EXHIBIT 2.2 EXECUTION COPY AMENDMENT NO. 1 TO THE MASTER PURCHASE AGREEMENT This Amendment No. 1, dated December 20, 2002 (this "AMENDMENT"), to the Master Purchase Agreement, dated November 18, 2002 (the "MASTER PURCHASE AGREEMENT"), between Northrop Grumman Corporation, a Delaware corporation ("NORTHROP GRUMMAN") and BCP Acquisition Company L.L.C., a Delaware limited liability company ("BCP LLC"), is hereby made among Northrop Grumman, BCP LLC, TRW Inc., an Ohio corporation ("TRW"), and TRW Automotive Inc., a Delaware corporation ("TAI"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Northrop Grumman and BCP LLC are the original parties to the Master Purchase Agreement; WHEREAS, Northrop Grumman and TRW are parties to that certain Agreement and Plan of Merger, dated as of June 30, 2002 and have consummated the closing of the transactions contemplated thereunder on December 20, 2002; and WHEREAS, in accordance with Section 7.12 of the Master Purchase Agreement, each of TRW and TAI hereby wish to become a party thereto; NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows: 1. Defined Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Master Purchase Agreement. 2. TRW and TAI Parties. TRW and TAI hereby agree to become, and are deemed to be, as of the date hereof, parties to the Master Purchase Agreement. Concurrently with the execution of this Amendment No. 1, each of TRW and TAI is delivering to BCP LLC a duly executed officer's certificate (in the forms attached hereto as Exhibits A-1 and A-2) required pursuant to Section 7.12 of the Master Purchase Agreement. 3. No Other Amendments; Effectiveness. Except as set forth in this Amendment No. 1, the Master Purchase Agreement is ratified and confirmed in all respects. This Amendment No. 1 shall be effective as of the date hereof. 4. Governing Law. This Amendment No. 1 shall be governed by and construed in accordance with the laws of the State of Delaware. [signature page follows]  2 IN WITNESS WHEREOF, the undersigned has duly executed this Amendment No. 1 as of the date first above written. NORTHROP GRUMMAN CORPORATION By: /s/ Albert F. Myers ------------------------------------------ Name: Albert F. Myers Title: Corporate Vice President & Treasurer BCP ACQUISITION COMPANY L.L.C. By: BLACKSTONE CAPITAL PARTNERS IV MERCHANT BANKING FUND L.P., its Sole Member By: BLACKSTONE MANAGEMENT ASSOCIATES IV L.L.C., its General Partner By: /s/ Neil P. Simpkins -------------------------------------- Name: Neil P. Simpkins Title: Member TRW INC. By: /s/ Albert F. Myers ------------------------------------------ Name: Albert F. Myers Title: Corporate Vice President & Treasurer TRW AUTOMOTIVE INC. By: /s/ John C. Plant ------------------------------------------ Name: John C. Plant Title: President  EXHIBIT A-1 TRW INC. OFFICER'S CERTIFICATE The undersigned, [NAME OF OFFICER], as [TITLE] of TRW Inc. ("TRW"), does hereby certify pursuant to Section 7.12 of the Master Purchase Agreement, dated November 18, 2002 (the "Master Purchase Agreement"), between Northrop Grumman Corporation, TRW and TRW Automotive Inc., on the one hand, and BCP Acquisition Company L.L.C. ("BCP"), on the other hand, relating to the acquisition by BCP of the automotive business of TRW, as follows: 1. All of the representations and warranties set forth in Article V of the Master Purchase Agreement qualified as to materiality are true and correct, and all representations and warranties set forth in Article V of the Master Purchase Agreement not qualified as to materiality are true and correct in all material respects, at and as of the date hereof with the same effect as though those representations and warranties had been made again at and as of the date hereof, except with respect to those representations and warranties made as of a particular time which are true and correct (if qualified as to materiality) or true and correct in all material respects (if not so qualified as to materiality) as of such time. 2. From November 18, 2002 to and including the date hereof, TRW has not taken any action that would have constituted a breach of any covenant, agreement or undertaking contained in Article VII of the Master Purchase Agreement had TRW been a party to the Master Purchase Agreement as of the date of the Master Purchase Agreement (and had all references in Article VII of the Master Purchase Agreement to the Northrop/TRW Closing and the TRW Execution Date been references to the date of the Master Purchase Agreement). Terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Master Purchase Agreement. IN WITNESS WHEREOF, the undersigned has executed this certificate as of the ____ day of December, 2002. TRW INC. By: ' --------------------------------- Name: Title:  EXHIBIT A-2 TRW AUTOMOTIVE INC. OFFICER'S CERTIFICATE The undersigned, [NAME OF OFFICER], as [TITLE] of TRW Automotive Inc. ("TAI"), does hereby certify pursuant to Section 7.12 of the Master Purchase Agreement, dated November 18, 2002 (the "Master Purchase Agreement"), between Northrop Grumman Corporation, TRW Inc. and TAI, on the one hand, and BCP Acquisition Company L.L.C. ("BCP"), on the other hand, relating to the acquisition by BCP of the automotive business of TRW, as follows: 1. All of the representations and warranties set forth in Article V of the Master Purchase Agreement qualified as to materiality are true and correct, and all representations and warranties set forth in Article V of the Master Purchase Agreement not qualified as to materiality are true and correct in all material respects, at and as of the date hereof with the same effect as though those representations and warranties had been made again at and as of the date hereof, except with respect to those representations and warranties made as of a particular time which are true and correct (if qualified as to materiality) or true and correct in all material respects (if not so qualified as to materiality) as of such time. 2. From November 18, 2002 to and including the date hereof, TAI has not taken any action that would have constituted a breach of any covenant, agreement or undertaking contained in Article VII of the Master Purchase Agreement had TAI been a party to the Master Purchase Agreement as of the date of the Master Purchase Agreement (and had all references in Article VII of the Master Purchase Agreement to the Northrop/TRW Closing and the TRW Execution Date been references to the date of the Master Purchase Agreement). Terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Master Purchase Agreement. IN WITNESS WHEREOF, the undersigned has executed this certificate as of the ____ day of December, 2002. TRW AUTOMOTIVE INC. By: /s/ -------------------------------------- Name: Title: