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EXHIBIT 4.2




SUPPLEMENTAL INDENTURE




          SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of September 14, 2007, among
TRW INTEGRATED CHASSIS SYSTEMS LLC, a Delaware limited liability company (the “New Guarantor”), a
subsidiary of TRW AUTOMOTIVE INC., a Delaware corporation (the “Company”), the existing guarantors
named herein (the “Existing Guarantors”) 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 March 26, 2007, providing for the issuance of the Company’s 7% Senior
Notes due 2014 (the “Securities”), initially in the aggregate principal amount of $500,000,000;




          WHEREAS Section 4.07 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 Company’s obligations
under the Securities 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,
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 Company’s obligations under
the Securities 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. Effect of Headings. The Section headings herein are for convenience only and
shall not effect the construction thereof.




          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 INTEGRATED CHASSIS SYSTEMS LLC




	 	 	 
	/s/ Joseph S. Cantie
 

Name: Joseph S. Cantie

	 	 
	Title: Chief Financial Officer
	 	 






COMPANY:




TRW AUTOMOTIVE INC.




	 	 	 
	/s/ Joseph S. Cantie
 

Name: Joseph S. Cantie

	 	 
	Title: Executive Vice President and Chief Financial Officer
	 	 






EXISTING GUARANTORS:




TRW AUTOMOTIVE FINANCE (LUXEMBOURG) S.a.r.l.




	 	 	 
	/s/ Graham Plumley
 

Name: Graham Plumley

	 	 
	Title: Director
	 	 






AUSTRIAN HOLDCO L.L.C.




	 	 	 
	/s/ Joseph S. Cantie
 

Name: Joseph S. Cantie

	 	 
	Title: On Behalf of TRW Automotive Inc., Its Sole Member
	 	 






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KELSEY-HAYES COMPANY




	 	 	 
	/s/ Joseph S. Cantie
 

Name: Joseph S. Cantie

	 	 
	Title: Vice President and Treasurer
	 	 






KELSEY-HAYES HOLDINGS INC.




	 	 	 
	/s/ Joseph S. Cantie
 

Name: Joseph S. Cantie

	 	 
	Title: Vice President and Treasurer
	 	 






KH HOLDINGS, INC.




	 	 	 
	/s/ Joseph S. Cantie
 

Name: Joseph S. Cantie

	 	 
	Title: Vice President and Treasurer
	 	 






LAKE CENTER INDUSTRIES TRANSPORTATION, INC.




	 	 	 
	/s/ Joseph S. Cantie
 

Name: Joseph S. Cantie

	 	 
	Title: Secretary
	 	 






LUCAS AUTOMOTIVE INC.




	 	 	 
	/s/ Joseph S. Cantie
 

Name: Joseph S. Cantie

	 	 
	Title: Treasurer
	 	 






LUCASVARITY AUTOMOTIVE HOLDING COMPANY




	 	 	 
	/s/ Joseph S. Cantie
 

Name: Joseph S. Cantie

	 	 
	Title: Vice President and Chief Financial Officer
	 	 






TRW AUTO HOLDINGS INC.




	 	 	 
	/s/ Joseph S. Cantie
 

Name: Joseph S. Cantie

	 	 
	Title: Vice President and Chief Financial Officer
	 	 






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TRW AUTOMOTIVE (LV) CORP.




	 	 	 
	/s/ Joseph S. Cantie
 

Name: Joseph S. Cantie

	 	 
	Title: Treasurer
	 	 






TRW AUTOMOTIVE HOLDING COMPANY




	 	 	 
	/s/ Joseph S. Cantie
 

Name: Joseph S. Cantie

	 	 
	Title: Treasurer
	 	 






TRW AUTOMOTIVE J.V. LLC




	 	 	 
	/s/ Joseph S. Cantie
 

Name: Joseph S. Cantie

	 	 
	Title: Vice President and Chief Financial Officer
	 	 






TRW AUTOMOTIVE SAFETY SYSTEMS ARKANSAS INC.




	 	 	 
	/s/ Joseph S. Cantie
 

Name: Joseph S. Cantie

	 	 
	Title: Vice President and Treasurer
	 	 






TRW AUTOMOTIVE U.S. LLC




	 	 	 
	/s/ Joseph S. Cantie
 

Name: Joseph S. Cantie

	 	 
	Title: Vice President and Chief Financial Officer
	 	 






TRW EAST INC.




	 	 	 
	/s/ Joseph S. Cantie
 

Name: Joseph S. Cantie

	 	 
	Title: Vice President and Treasurer
	 	 






TRW INTELLECTUAL PROPERTY CORP.




	 	 	 
	/s/ Joseph S. Cantie
 

Name: Joseph S. Cantie

	 	 
	Title: Vice President and Treasurer
	 	 






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TRW OCCUPANT RESTRAINTS SOUTH AFRICA INC.




	 	 	 
	/s/ Joseph S. Cantie
 

Name: Joseph S. Cantie

	 	 
	Title: Vice President and Treasurer
	 	 






TRW ODYSSEY INC.




	 	 	 
	/s/ Joseph S. Cantie
 

Name: Joseph S. Cantie

	 	 
	Title: Vice President and Treasurer
	 	 






TRW OVERSEAS INC.




	 	 	 
	/s/ Joseph S. Cantie
 

Name: Joseph S. Cantie

	 	 
	Title: Treasurer
	 	 






TRW POWDER METAL INC.




	 	 	 
	/s/ Joseph S. Cantie
 

Name: Joseph S. Cantie

	 	 
	Title: Treasurer
	 	 






TRW SAFETY SYSTEMS INC.




	 	 	 
	/s/ Joseph S. Cantie
 

Name: Joseph S. Cantie

	 	 
	Title: Vice President and Treasurer
	 	 






TRW TECHNAR INC.




	 	 	 
	/s/ Joseph S. Cantie
 

Name: Joseph S. Cantie

	 	 
	Title: Vice President and Treasurer
	 	 






TRW VEHICLE SAFETY SYSTEMS INC.




	 	 	 
	/s/ Joseph S. Cantie
 

Name: Joseph S. Cantie

	 	 
	Title: Vice President and Chief Financial Officer
	 	 






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VARITY EXECUTIVE PAYROLL, INC.




	 	 	 
	/s/ Joseph S. Cantie
 

Name: Joseph S. Cantie

	 	 
	Title: Treasurer
	 	 






WORLDWIDE DISTRIBUTION CENTERS, INC.




	 	 	 
	/s/ Joseph S. Cantie
 

Name: Joseph S. Cantie

	 	 
	Title: Vice President and Assistant Secretary
	 	 






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TRUSTEE:




THE BANK OF NEW YORK, as Trustee




	 	 	 
	 

Name:

	 	 
	Title:
	 	 







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