Joinder to the Dollar Senior Subordinated Notes Exchange and Registration Rights Agreement by Additional Guarantors and Initial Purchasers

  EXHIBIT 4.14 JOINDER TO THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT February 28, 2003 J.P. Morgan Securities Inc. Credit Suisse First Boston LLC Lehman Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC Scotia Capital (USA) Inc. TD Securities (USA) Inc. SunTrust Capital Markets, Inc. c/o J.P. Morgan Securities Inc. 270 Park Avenue New York, New York 10017 Ladies and Gentlemen: Reference is made to the Dollar Senior Subordinated Notes Exchange and Registration Rights Agreement (the "Exchange and Registration Rights Agreement") dated February 18, 2003, among TRW Automotive Acquisition Corp., a Delaware corporation (the "Issuer"), J.P. Morgan Securities Inc., Credit Suisse First Boston LLC, Lehman Brothers Inc., Deutsche Bank Securities Inc., Banc of America Securities LLC, Scotia Capital (USA) Inc., TD Securities (USA) Inc. and SunTrust Capital Markets, Inc. (collectively, the "Dollar Initial Purchasers") concerning the purchase of the Dollar Senior Subordinated Notes (as defined in the Exchange and Registration Rights Agreement) from the Issuer by the several Dollar Initial Purchasers. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Exchange and Registration Rights Agreement. The Issuer and each of the Guarantors party hereto (the "Guarantors") agree that this letter agreement is being executed and delivered in connection with the issue and sale of the Dollar Senior Subordinated Notes pursuant to the Purchase Agreement and to induce the Dollar Initial Purchasers to purchase the Securities thereunder and is being executed concurrently with the consummation of the Acquisition. 1. Joinder. Each of the parties hereto hereby agrees to become bound by the terms, conditions and other provisions of the Exchange and Registration Rights Agreement with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally named as a Guarantor therein and as if such party executed the Exchange and Registration Rights Agreement on the date thereof. 2. Representations, Warranties and Agreements of the Guarantors. Each Guarantor represents and warrants to, and agrees with, the several Dollar Initial Purchasers on and as of the date hereof that such Guarantor has the corporate power to execute and deliver this letter agreement and all corporate action required to be taken by  it for the due and proper authorization, execution, delivery and performance of this letter agreement, and the consummation of the transactions contemplated hereby has been duly and validly taken; this letter agreement has been duly authorized, executed and delivered by such Guarantor and constitutes a valid and legally binding agreement of such Guarantor enforceable against such Guarantor in accordance with its terms. 3. GOVERNING LAW. THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 4. Counterparts. This letter agreement may be executed in one or more counterparts (which may include counterparts delivered by telecopier) and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. 5. Amendments. No amendment or waiver of any provision of this letter agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. 6. Headings. The headings herein are inserted for the convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this letter agreement. 2  If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us a counterpart hereof, whereupon this letter agreement will become a binding agreement between the Issuer, the Guarantors party hereto and the several Dollar Initial Purchasers in accordance with its terms. Very truly yours, KELSEY-HAYES COMPANY, as Guarantor, By /s/ David L. Bialosky ----------------------------- Name: David L. Bialosky Title: Secretary and Vice President KELSEY-HAYES HOLDINGS INC., as Guarantor, By /s/ David L. Bialosky ----------------------------- Name: David L. Bialosky Title: Secretary and Vice President KH HOLDINGS, INC., as Guarantor, By /s/ David L. Bialosky ----------------------------- Name: David L. Bialosky Title: Secretary and Vice President LAKE CENTER INDUSTRIES TRANSPORTATION, INC., as Guarantor, By /s/ David L. Bialosky ----------------------------- Name: David L. Bialosky Title: President LUCAS AUTOMOTIVE INC., as Guarantor, By /s/ David L. Bialosky ----------------------------- Name: David L. Bialosky Title: Secretary 3  LUCASVARITY AUTOMOTIVE HOLDING COMPANY, as Guarantor, By /s/ David L. Bialosky ----------------------------- Name: David L. Bialosky Title: Vice President and General Counsel TRW AUTO HOLDINGS INC., as Guarantor, By /s/ David L. Bialosky ----------------------------- Name: David L. Bialosky Title: Vice President and General Counsel TRW AUTOMOTIVE (LV) CORP., as Guarantor, By /s/ David L. Bialosky ----------------------------- Name: David L. Bialosky Title: Secretary TRW AUTOMOTIVE FINANCE (LUXEMBOURG), S.A.R.L., as Guarantor, By /s/ Neil P. Simpkins ---------------------------- Name: Neil P. Simpkins Title: Sole Manager TRW AUTOMOTIVE HOLDING COMPANY, as Guarantor, By /s/ David L. Bialosky ----------------------------- Name: David L. Bialosky Title: Vice President and General Counsel TRW AUTOMOTIVE J.V. LLC, as Guarantor, By /s/ David L. Bialosky ----------------------------- Name: David L. Bialosky Title: Vice President and General Counsel 4  TRW AUTOMOTIVE SAFETY SYSTEMS ARKANSAS INC., as Guarantor, By /s/ David L. Bialosky ----------------------------- Name: David L. Bialosky Title: Secretary and Vice President TRW AUTOMOTIVE U.S. LLC, as Guarantor, By /s/ David L. Bialosky ----------------------------- Name: David L. Bialosky Title: Vice President and General Counsel TRW COMPOSANTS MOTEURS INC., as Guarantor, By /s/ David L. Bialosky ----------------------------- Name: David L. Bialosky Title: Secretary TRW EAST INC., as Guarantor, By /s/ David L. Bialosky ----------------------------- Name: David L. Bialosky Title: Secretary and Vice President TRW OCCUPANT RESTRAINTS SOUTH AFRICA INC., as Guarantor, By /s/ David L. Bialosky ----------------------------- Name: David L. Bialosky Title: Secretary and Vice President TRW ODYSSEY INC., as Guarantor, By /s/ David L. Bialosky ----------------------------- Name: David L. Bialosky Title: Secretary and Vice President 5  TRW OVERSEAS INC., as Guarantor, By /s/ David L. Bialosky ----------------------------- Name: David L. Bialosky Title: Assistant Secretary and Vice President TRW POWDER METAL INC., as Guarantor, By /s/ David L. Bialosky ----------------------------- Name: David L. Bialosky Title: Secretary and Vice President TRW SAFETY SYSTEMS INC., as Guarantor, By /s/ David L. Bialosky ----------------------------- Name: David L. Bialosky Title: Secretary and Vice President TRW TECHNAR INC., as Guarantor, By /s/ David L. Bialosky ----------------------------- Name: David L. Bialosky Title: Secretary and Vice President TRW VEHICLE SAFETY SYSTEMS INC., as Guarantor, By /s/ David L. Bialosky ----------------------------- Name: David L. Bialosky Title: Vice President and General Counsel VARITY EXECUTIVE PAYROLL, INC., as Guarantor, By /s/ David L. Bialosky ----------------------------- Name: David L. Bialosky Title: Secretary 6  WORLDWIDE DISTRIBUTION CENTERS, INC., as Guarantor, By /s/ David L. Bialosky ----------------------------- Name: David L. Bialosky Title: Secretary and Vice President 7  Accepted: February 28, 2003 J.P. MORGAN SECURITIES INC. CREDIT SUISSE FIRST BOSTON LLC LEHMAN BROTHERS INC. DEUTSCHE BANK SECURITIES INC. BANC OF AMERICA SECURITIES LLC SCOTIA CAPITAL (USA) INC. TD SECURITIES (USA) INC. SUNTRUST CAPITAL MARKETS, INC. By: J.P. MORGAN SECURITIES INC. By: /s/ Benjamin Ben-Attar - -------------------------------------- Name: Benjamin Ben-Attar Title: Vice President 8