exv4w2






Exhibit
4.2




EXECUTION COPY




 





TRW AUTOMOTIVE INC.




$250,000,000




8.875% Senior Notes due 2017




 






INDENTURE




Dated as of November 23, 2009




 






THE BANK OF NEW YORK MELLON,




as Trustee




 





 









 





TABLE OF CONTENTS




Page




ARTICLE 1




Definitions and Incorporation by Reference




	 	 	 	 	 	 	 
	SECTION 1.01.

	 	Definitions
	 	 	1	 
	SECTION 1.02.

	 	Other Definitions
	 	 	19	 
	SECTION 1.03.

	 	Incorporation by Reference of Trust Indenture Act
	 	 	20	 
	SECTION 1.04.

	 	Rules of Construction
	 	 	20	 






ARTICLE 2




The Securities




	 	 	 	 	 	 	 
	SECTION 2.01.

	 	Amount of Securities; Issuable in Series
	 	 	21	 
	SECTION 2.02.

	 	Form and Dating
	 	 	22	 
	SECTION 2.03.

	 	Execution and Authentication
	 	 	22	 
	SECTION 2.04.

	 	Registrar and Paying Agent
	 	 	23	 
	SECTION 2.05.

	 	Paying Agent to Hold Money in Trust
	 	 	23	 
	SECTION 2.06.

	 	Holder Lists
	 	 	24	 
	SECTION 2.07.

	 	Transfer and Exchange
	 	 	24	 
	SECTION 2.08.

	 	Replacement Securities
	 	 	24	 
	SECTION 2.09.

	 	Outstanding Securities
	 	 	25	 
	SECTION 2.10.

	 	Temporary Securities
	 	 	25	 
	SECTION 2.11.

	 	Cancelation
	 	 	26	 
	SECTION 2.12.

	 	Defaulted Interest
	 	 	26	 
	SECTION 2.13.

	 	CUSIP Numbers and ISINs
	 	 	26	 






ARTICLE 3




Redemption




	 	 	 	 	 	 	 
	SECTION 3.01.

	 	Notices to Trustee
	 	 	26	 
	SECTION 3.02.

	 	Selection of Securities to be Redeemed
	 	 	27	 
	SECTION 3.03.

	 	Notice of Optional Redemption
	 	 	27	 
	SECTION 3.04.

	 	Effect of Notice of Redemption
	 	 	28	 
	SECTION 3.05.

	 	Deposit of Redemption Price
	 	 	28	 
	SECTION 3.06.

	 	Securities Redeemed in Part
	 	 	28	 
	SECTION 3.07.

	 	Optional Redemption
	 	 	28	 






 









 





Page




ARTICLE 4




Covenants




	 	 	 	 	 	 	 
	SECTION 4.01.

	 	Payment of Securities
	 	 	29	 
	SECTION 4.02.

	 	SEC Reports
	 	 	30	 
	SECTION 4.03.

	 	Limitation on Restricted Payments
	 	 	31	 
	SECTION 4.04.

	 	Sale/Leaseback Transactions
	 	 	32	 
	SECTION 4.05.

	 	Change of Control Triggering Event
	 	 	33	 
	SECTION 4.06.

	 	Compliance Certificate
	 	 	35	 
	SECTION 4.07.

	 	Future Guarantors
	 	 	35	 
	SECTION 4.08.

	 	Liens
	 	 	35	 






ARTICLE 5




Successor Company






	 	 	 	 	 	 	 
	SECTION 5.01.

	 	When Company May Merge or Transfer Assets
	 	 	36	 







ARTICLE 6




Defaults and Remedies




	 	 	 	 	 	 	 
	SECTION 6.01.

	 	Events of Default
	 	 	37	 
	SECTION 6.02.

	 	Acceleration
	 	 	39	 
	SECTION 6.03.

	 	Other Remedies
	 	 	40	 
	SECTION 6.04.

	 	Waiver of Past Defaults
	 	 	40	 
	SECTION 6.05.

	 	Control by Majority
	 	 	41	 
	SECTION 6.06.

	 	Limitation on Suits
	 	 	41	 
	SECTION 6.07.

	 	Rights of Holders to Receive Payment
	 	 	41	 
	SECTION 6.08.

	 	Collection Suit by Trustee
	 	 	41	 
	SECTION 6.09.

	 	Trustee May File Proofs of Claim
	 	 	42	 
	SECTION 6.10.

	 	Priorities
	 	 	42	 
	SECTION 6.11.

	 	Undertaking for Costs
	 	 	42	 
	SECTION 6.12.

	 	Waiver of Stay or Extension Laws
	 	 	42	 






ARTICLE 7




Trustee




	 	 	 	 	 	 	 
	SECTION 7.01.

	 	Duties of Trustee
	 	 	43	 
	SECTION 7.02.

	 	Rights of Trustee
	 	 	44	 
	SECTION 7.03.

	 	Individual Rights of Trustee
	 	 	45	 
	SECTION 7.04.

	 	Trustee’s Disclaimer
	 	 	46	 
	SECTION 7.05.

	 	Notice of Defaults
	 	 	46	 






ii









 





Page





	 	 	 	 	 	 	 
	SECTION 7.06.

	 	Compensation and Indemnity
	 	 	46	 
	SECTION 7.07.

	 	Replacement of Trustee
	 	 	47	 
	SECTION 7.08.

	 	Successor Trustee by Merger
	 	 	48	 
	SECTION 7.09.

	 	Eligibility; Disqualification
	 	 	48	 






ARTICLE 8




Discharge of Indenture; Defeasance




	 	 	 	 	 	 	 
	SECTION 8.01.

	 	Discharge of Liability on Securities; Defeasance
	 	 	48	 
	SECTION 8.02.

	 	Conditions to Defeasance
	 	 	49	 
	SECTION 8.03.

	 	Application of Trust Money
	 	 	51	 
	SECTION 8.04.

	 	Repayment to Company
	 	 	51	 
	SECTION 8.05.

	 	Indemnity for Government Obligations
	 	 	51	 
	SECTION 8.06.

	 	Reinstatement
	 	 	51	 






ARTICLE 9




Amendments and Waivers




	 	 	 	 	 	 	 
	SECTION 9.01.

	 	Without Consent of Holders
	 	 	52	 
	SECTION 9.02.

	 	With Consent of Holders
	 	 	52	 
	SECTION 9.03.

	 	Revocation and Effect of Consents and Waivers
	 	 	53	 
	SECTION 9.04.

	 	Notation on or Exchange of Securities
	 	 	54	 
	SECTION 9.05.

	 	Trustee to Sign Amendments
	 	 	54	 
	SECTION 9.06.

	 	Payment for Consent
	 	 	54	 






ARTICLE 10




Guarantees




	 	 	 	 	 	 	 
	SECTION 10.01.

	 	Guarantees
	 	 	54	 
	SECTION 10.02.

	 	Limitation on Liability
	 	 	57	 
	SECTION 10.03.

	 	Successors and Assigns
	 	 	57	 
	SECTION 10.04.

	 	No Waiver
	 	 	58	 
	SECTION 10.05.

	 	Modification
	 	 	58	 
	SECTION 10.06.

	 	Execution of Supplemental Indenture for Future Guarantors
	 	 	58	 
	SECTION 10.07.

	 	Non-Impairment
	 	 	58	 






ARTICLE 11




Miscellaneous




	 	 	 	 	 	 	 
	SECTION 11.01.

	 	Notices
	 	 	58	 






iii









 





Page





	 	 	 	 	 	 	 
	SECTION 11.02.

	 	Communication by Holders with Other Holders
	 	 	59	 
	SECTION 11.03.

	 	Certificate and Opinion as to Conditions Precedent
	 	 	59	 
	SECTION 11.04.

	 	Statements Required in Certificate or Opinion
	 	 	60	 
	SECTION 11.05.

	 	When Securities Disregarded
	 	 	60	 
	SECTION 11.06.

	 	Rules by Trustee, Paying Agent and Registrar
	 	 	60	 
	SECTION 11.07.

	 	Legal Holidays
	 	 	60	 
	SECTION 11.08.

	 	GOVERNING LAW
	 	 	60	 
	SECTION 11.09.

	 	No Recourse Against Others
	 	 	61	 
	SECTION 11.10.

	 	Successors
	 	 	61	 
	SECTION 11.11.

	 	Multiple Originals
	 	 	61	 
	SECTION 11.12.

	 	Table of Contents; Headings
	 	 	61	 
	SECTION 11.13.

	 	Indenture Controls
	 	 	61	 






	 	 	 
	Appendix A

	 	— Provisions Relating to Securities and Additional
Securities
	Exhibit A

	 	— Form of Security
	Exhibit B

	 	— Form of Supplemental Indenture
	Exhibit C

	 	— Form of Transferee Letter of Representation







iv











 






     INDENTURE dated as of November 23, 2009, among TRW AUTOMOTIVE INC., a
Delaware corporation (the “Company”), the Guarantors from time to time
party hereto and THE BANK OF NEW YORK MELLON, a New York banking
corporation, as trustee (the “Trustee”).



          Each party agrees as follows for the benefit of the other parties and for the equal and
ratable benefit of the Holders of (a) the Company’s 8.875% Senior Notes due December 1, 2017 issued
on the date hereof (the “Original Securities”) and (b) any Additional Securities (as defined
herein) that may be issued after the date hereof (all such securities in clauses (a) and (b) being
referred to collectively as the “Securities”). On the date hereof, $250,000,000 in aggregate
principal amount of Securities will be initially issued. Subject to the conditions and compliance
with the covenants set forth herein, the Company may issue an unlimited aggregate principal amount
of Additional Securities.



ARTICLE 1




Definitions and Incorporation by Reference




          SECTION 1.01. Definitions.



          “Additional Securities” means dollar-denominated 8.875% Senior Notes due 2017 issued under the
terms of this Indenture subsequent to the Issue Date.



          “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For the
purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of such Person, whether through the ownership of voting securities,
by agreement or otherwise.



          “Applicable Premium” means with respect to any Security on any redemption date, the excess, if
any, of (a) the present value at such redemption date of (i) the redemption price of such Security
on December 1, 2013 (such redemption price being described in the second paragraph of Section 3.07,
exclusive of any accrued but unpaid interest), plus (ii) all required interest payments due on such
Security through December 1, 2013 (excluding accrued but unpaid interest to the redemption date),
computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis
points; over (b) the principal amount of such Security.



          “Bank Indebtedness” means any and all amounts payable under or in respect of the Credit
Agreement, the other Senior Credit Documents and any refinancing indebtedness with respect thereto,
as amended, supplemented or otherwise modified from time to time, including principal, premium (if
any), interest (including interest accruing on or after the filing of any petition in bankruptcy or
for reorganization relating to the



 









 




Company whether or not a claim for post-filing interest is allowed in such proceedings), fees,
charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder
or in respect thereof. It is understood and agreed that refinancing indebtedness in respect of the
Credit Agreement may be Incurred from time to time after termination of the Credit Agreement.




          “Blackstone” means Blackstone Capital Partners IV L.P. and its Affiliates.



          “Board of Directors” means as to any Person, the board of directors of such Person (or, if
such Person is a partnership, the board of directors or other governing body of the general partner
of such Person) or any duly authorized committee thereof.



          “Business Day” means a day other than a Saturday, Sunday or other day on which banking
institutions are authorized or required by law to close in New York State.



          “Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the
amount of liability in respect of a capital lease that would at such time be required to be
capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in
accordance with GAAP.



          “Capital Stock” means:




     (a) in the case of a corporation, corporate stock;




     (b) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock;




     (c) in the case of a partnership or limited liability company, partnership or
membership interests (whether general or limited); and




     (d) any other interest or participation that confers on a Person the right to receive
a share of the profits and losses of, or distributions of assets of, the issuing Person.



          “Captive Insurance Subsidiary” means a Subsidiary of the Company that provides insurance
coverage solely for the benefit of one or more of the Company and its Affiliates.



          “Change of Control” means the occurrence of one or more of the following events:




     (a) sale, lease or transfer, in one or a series of related transactions, of all or
substantially all the assets of the Company and its Subsidiaries, taken as a whole, to a
Person in which any Person or group (within the meaning of Section 13(d)(3) or Section
14(d)(2) of the Exchange Act, or any successor provision), including any group acting for
the purposes of acquiring, holding or



2









 






disposing of
securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than
the Permitted Holders, holds or acquires beneficial ownership (within the meaning of Rule
13(d)-3 under the Exchange Act, or any successor provision) of 50% or more of the total
voting power of the Voting Stock of such transferee Person; or




     (b) the Company becomes aware (by way of a report or any other filing pursuant to
Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the
acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section
14(d)(2) of the Exchange Act, or any successor provision), including any group acting for
the purpose of acquiring, holding or disposing of securities (within the meaning of Rule
13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single
transaction or in a related series of transactions, by way of merger, consolidation or
other business combination or purchase of beneficial ownership (within the meaning of Rule
13d-3 under the Exchange Act, or any successor provision), of 50% or more of the total
voting power of the Voting Stock of the Company or TRW Automotive Holdings;
provided that if the Company or TRW Automotive Holdings becomes a Subsidiary of one
or more Public Holding Companies, no Person or group shall be deemed to be or become a
beneficial owner of more than 50% of the total voting power of the Voting Stock of the
Company or TRW Automotive Holdings, as the case may be, unless a Person (other than the
Permitted Holders) shall be or become a beneficial owner of more than 50% of the total
voting power of the Voting Stock of the ultimate Public Holding Company.



          “Change of Control Triggering Event” means the occurrence of both a Change of Control and a
Rating Decline.



          “Code” means the Internal Revenue Code of 1986, as amended.



          “Company” means the party named as such in the Preamble to this Indenture until a successor
replaces it and, thereafter, means the successor and, for purposes of any provision contained
herein, each other obligor on the Securities.



          “Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any
period, the total amount of depreciation and amortization expense of such Person and its
Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with
GAAP.



          “Consolidated Interest Expense” means, with respect to any Person for any period, the sum,
without duplication, of:




     (a) consolidated interest expense of such Person and its Subsidiaries for such
period, to the extent such expense was deducted in computing Consolidated Net Income
(including amortization of original issue discount, the interest component of Capitalized
Lease Obligations, and net payments and receipts (if



3









 






any) pursuant to interest rate Hedging Obligations and excluding amortization of
deferred financing fees and expensing of any bridge or other financing fees);




     (b) consolidated capitalized interest of such Person and its Subsidiaries for such
period, whether paid or accrued;




     (c) one-third of the obligations of such Person and its Subsidiaries for rental
payments made during such period under operating leases as part of Sale/Leaseback
Transactions; and




     (d) commissions, discounts, yield and other fees and charges Incurred in connection
with any Receivables Facility which are payable to Persons other than the Company and its
Subsidiaries.



          “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of
the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis;
provided, however, that:




     (a) any net after-tax extraordinary gains or losses (less all fees and expenses
relating thereto) shall be excluded;




     (b) any increase in amortization or depreciation or any one-time non-cash charges
(such as purchased in-process research and development or capitalized manufacturing profit
in inventory) resulting from purchase accounting or any one-time cash or non-cash charges
resulting from the financing, in each case relating to any acquisition that is consummated
after the Issue Date shall be excluded;




     (c) the Net Income for such period shall not include the cumulative effect of a
change in accounting principles during such period;




     (d) any net after-tax income or loss from discontinued operations and any net
after-tax gains or losses on disposal of discontinued operations shall be excluded;




     (e) any net after-tax gains or losses (less all fees and expenses relating thereto)
attributable to asset dispositions other than in the ordinary course of business (as
determined in good faith by the Board of Directors of the Company) shall be excluded;




     (f) the Net Income for such period of any Person that is not a Subsidiary of such
Person, or that is accounted for by the equity method of accounting, shall be included only
to the extent of the amount of dividends or distributions or other payments paid in cash
(or to the extent converted into cash) to the referent Person or a Subsidiary thereof in
respect of such period; and




     (g) the Net Income for such period of any Subsidiary shall be excluded to the extent
that the declaration or payment of dividends or similar distributions by such Subsidiary of
its Net Income is not at the date of determination permitted



4









 






without any prior governmental approval (which has not been obtained) or, directly or
indirectly, by the operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to that
Subsidiary or its stockholders, unless such restrictions with respect to the payment of
dividends or similar distributions have been legally waived; provided that the net
loss of any such Subsidiary shall be included.



          “Contingent Obligations” means, with respect to any Person, any obligation of such Person
guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness
(“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly
or indirectly, including any obligation of such Person, whether or not contingent:




     (a) to purchase any such primary obligation or any property constituting direct or
indirect security therefor,




     (b) to advance or supply funds:




     (i) for the purchase or payment of any such primary obligation; or




     (ii) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor; or




     (c) to purchase property, securities or services primarily for the purpose of
assuring the owner of any such primary obligation of the ability of the primary obligor to
make payment of such primary obligation against loss in respect thereof.



          “Corporate Trust Office” means the principal office of the Trustee at which at any time its
corporate trust business shall be administered, which office at the dated hereof is located at 101
Barclay Street, Floor 4-East, New York, New York 10286, Attention: International Corporate Trust ,
or such other address as the Trustee may designate from time to time by notice to the Holders and
the Company, or the principal corporate trust office of any successor Trustee (or such other
address as such successor Trustee may designate from time to time by notice to the Holders and the
Company).



          “Credit Agreement” means the Sixth Amended and Restated Credit Agreement dated as of June 24,
2009, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and
whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or
otherwise modified from time to time, including any agreement extending the maturity thereof or
otherwise restructuring all or any portion of the Indebtedness under such agreement or increasing
the amount loaned thereunder or altering the maturity thereof, among the Company, TRW Automotive
Holdings, TRW Automotive Intermediate Holdings, certain Subsidiaries of the Company, the financial
institutions named therein and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral
Agent.



5









 





          “Default” means any event which is, or after notice or passage of time or both would be, an
Event of Default.



          “De Minimis Guaranteed Amount” means a principal amount of Indebtedness that does not exceed
$10 million in the aggregate.



          “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person
which, by its terms (or by the terms of any security into which it is convertible or for which it
is redeemable or exchangeable), or upon the happening of any event:




     (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise (other than as a result of a change of control, provided that the relevant change
of control provisions, taken as a whole, are no more favorable in any material respect to
holders of such Capital Stock than the change of control provisions applicable to the
Securities and any purchase requirement triggered thereby may not become operative until
compliance with the change of control provisions applicable to the Securities (including
the purchase of any Securities tendered pursuant thereto)),




     (b) is convertible or exchangeable for Indebtedness or Disqualified Stock, or




     (c) is redeemable at the option of the holder thereof, in whole or in part, in each
case prior to 91 days after the maturity date of the Securities;


provided, however, that only the portion of Capital Stock which so matures or is
mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the
holder thereof prior to such date shall be deemed to be Disqualified Stock; provided
further, however, that if such Capital Stock is issued to any employee or to any plan
for the benefit of employees of the Company or its Subsidiaries or by any such plan to such
employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be
required to be repurchased by the Company in order to satisfy applicable statutory or regulatory
obligations or as a result of such employee’s termination, death or disability.




          “Domestic Subsidiary” means a Subsidiary that is not a Foreign Subsidiary.



          “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such
Person for such period plus, without duplication:




     (a) provision for taxes based on income or profits of such Person (including the
Michigan Single Business Tax and similar taxes) for such period deducted in computing
Consolidated Net Income; plus



6









 






     (b) Consolidated Interest Expense plus amortization of deferred financing fees of
such Person for such period to the extent the same was deducted in computing Consolidated
Net Income; plus




     (c) Consolidated Depreciation and Amortization Expense of such Person for such period
to the extent such Consolidated Depreciation and Amortization Expense was deducted in
computing Consolidated Net Income; plus




     (d) any non-recurring fees, expenses or charges related to any Equity Offering,
acquisition, recapitalization or Incurrence of Indebtedness (including a refinancing
thereof) (in each case, whether or not successful), including any such fees, expenses,
charges or change in control payment related to the offering of the Securities, and any
amendment or other modifications thereof, to the extent deducted in such period in
computing Consolidated Net Income; plus




     (e) any (i) cash restructuring charges (calculated consistent with past practice) not
to exceed $50 million per annum beginning in 2009 and (ii) any one-time costs incurred in
connection with acquisitions consummated after the Issue Date, in each case, to the extent
deducted in such period in computing Consolidated Net Income; plus




     (f) any expense relating to defined benefit pension or post-retirement benefit plans
to the extent deducted in such period in computing Consolidated Net Income; plus




     (g) any other non-cash charges reducing Consolidated Net Income for such period
(including any non-cash charges arising from fair value accounting required by the
Accounting Standards Codification Topic 815 “Derivatives and Hedging,” formerly Statement
of Financial Accounting Standards No. 133), but excluding any such charge which consists of
or requires an accrual of, or cash reserve for, anticipated cash charges for any future
period; plus




     (h) the amount of any minority interest expense deducted in calculating Consolidated
Net Income; plus




     (i) the amount of loss on sale of receivables and related assets in connection with a
Receivables Facility; plus




     (j) the amount of management, monitoring, consulting and advisory fees and related
expenses paid to Blackstone (or any accruals relating to such fees and related expenses)
during such period, provided that such amount shall not exceed $7.5 million; less, without
duplication,




     (k) non-cash items increasing Consolidated Net Income for such period (excluding any
items which represent the reversal of any accrual of, or cash reserve for, anticipated cash
charges in any prior period); less



7









 






     (l) any income relating to defined benefit pension or post-retirement benefit plans
increasing Consolidated Net Income for such period; less




     (m) any cash payments relating to defined benefit pension or post-retirement benefit
plans net of any amounts receivable from Northrop Grumman Corporation under the indemnity
included in the Master Purchase Agreement dated as of November 18, 2002, between Northrop
Grumman Corporation and BCP Acquisition Company L.L.C., as amended, supplemented or
modified from time to time, for other post-retirement benefits (OPEB) obligations.



          Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and
the depreciation and amortization of, a Subsidiary of the Company shall be added to Consolidated
Net Income to compute EBITDA only to the extent (and in the same proportion) that the Net Income of
such Subsidiary was included in calculating Consolidated Net Income and only if a corresponding
amount would be permitted at the date of determination to be dividended to the Company by such
Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its
charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to such Subsidiary or its stockholders.



          “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire
Capital Stock (but excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).



          “Equity Offering” means any public or private sale of common stock or Preferred Stock of the
Company, TRW Automotive Holdings or TRW Automotive Intermediate Holdings (other than Disqualified
Stock), other than public offerings with respect to the Company’s common stock registered on Form
S-8 under the Securities Act (or any successor form thereto).



          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder.



          “Fair Market Value” means, with respect to any asset or property, the price which could be
negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a
willing and able buyer, neither of whom is under undue pressure or compulsion to complete the
transaction.



          “Foreign Subsidiary” means a Subsidiary not organized or existing under the laws of the United
States of America or any state thereof or the District of Columbia, and any Subsidiary of any such
Subsidiary.



          “GAAP” means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a significant segment of the
accounting profession, which are in effect on the Issue Date.



8









 





          “Guarantee” means any guarantee of the obligations of the Company under this Indenture and the
Securities by any Person in accordance with the provisions of this Indenture.



          “guarantee” means a guarantee (other than by endorsement of negotiable instruments for
collection in the ordinary course of business), direct or indirect, in any manner (including
letters of credit and reimbursement agreements in respect thereof), of all or any part of any
Indebtedness or other obligations.



          “Guarantor” means any Person that Incurs a Guarantee; provided that upon the release
or discharge of such Person from its Guarantee in accordance with this Indenture, such Person shall
cease to be a Guarantor.



          “Hedging Obligations” means, with respect to any Person, the obligations of such Person under:




     (a) currency exchange, interest rate or commodity swap agreements, currency exchange,
interest rate or commodity cap agreements and currency exchange, interest rate or commodity
collar agreements; and




     (b) other agreements or arrangements designed to protect such Person against
fluctuations in currency exchange, interest rates or commodity prices.



          “Holder” means the Person in whose name a Security is registered on the Registrar’s books.



          “Incur” means issue, assume, guarantee, incur or otherwise become liable for;
provided, however, that any Indebtedness or Capital Stock of a Person existing at
the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or
otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary.



          “Indebtedness” means, with respect to any Person on any date of determination, without
duplication:




     (a) the principal and premium (if any) of any indebtedness of such Person, whether or
not contingent, (i) in respect of borrowed money, (ii) evidenced by bonds, notes,
debentures or similar instruments or letters of credit or bankers’ acceptances (or, without
duplication, reimbursement agreements in respect thereof), (iii) representing the deferred
and unpaid purchase price of any property, except any such balance that constitutes a trade
payable or similar obligation to a trade creditor due within six months from the date on
which it is Incurred, in each case Incurred in the ordinary course of business, which
purchase price is due more than six months after the date of placing the property in
service or taking delivery and title thereto, (iv) in respect of Capitalized Lease
Obligations or (v) representing any Hedging Obligations, if and to the extent that any of
the foregoing indebtedness (other than letters of credit and Hedging Obligations)



9









 







would appear as a liability on a balance sheet (excluding the footnotes thereto) of
such Person prepared in accordance with GAAP;




     (b) to the extent not otherwise included, any obligation of such Person to be liable
for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person
(other than by endorsement of negotiable instruments for collection in the ordinary course
of business); and




     (c) to the extent not otherwise included, Indebtedness of another Person secured by a
Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such
Person); provided, however, that the amount of such Indebtedness shall be
the lesser of: (i) the Fair Market Value of such asset at such date of determination and
(ii) the amount of such Indebtedness of such other Person.



          “Indenture” means this Indenture as amended or supplemented from time to time.



          “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s and BBB — (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.



          “Issue Date” means November 23, 2009.



          “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest
or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law (including any conditional sale or other title retention agreement,
any lease in the nature thereof, any option or other agreement to sell or give a security interest
in and any filing of or agreement to give any financing statement under the Uniform Commercial Code
(or equivalent statutes) of any jurisdiction); provided that in no event shall an operating
lease be deemed to constitute a Lien.



          “Management Group” means the group consisting of the directors, executive officers and other
management personnel of the Company, TRW Automotive Holdings and TRW Automotive Intermediate
Holdings on the Issue Date, together with (a) any new directors whose election by such boards of
directors or whose nomination for election by the shareholders of the Company, TRW Automotive
Holdings or TRW Automotive Intermediate Holdings, as applicable, was approved by a vote of a
majority of the directors of the Company, TRW Automotive Holdings or TRW Automotive Intermediate
Holdings, as applicable, then still in office who were either directors on the Issue Date or whose
election or nomination was previously so approved and (b) executive officers and other management
personnel of the Company, TRW Automotive Holdings or TRW Automotive Intermediate Holdings, as
applicable, hired at a time when the directors on the Issue Date, together with the directors so
approved, constituted a majority of the directors of the Company, TRW Automotive Holdings or TRW
Automotive Intermediate Holdings, as applicable.




10












 





          “Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business
thereof.




          “Net Income” means, with respect to any Person, the net income (loss) of such Person,
determined in accordance with GAAP and before any reduction in respect of Preferred Stock
dividends.




          “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements
(including reimbursement obligations with respect to letters of credit and bankers’ acceptances),
damages and other liabilities payable under the documentation governing any Indebtedness;
provided that Obligations with respect to the Securities shall not include fees or
indemnifications in favor of the Trustee and other third parties other than the Holders of the
Securities.




          “Officer” means the Chairman of the Board, Chief Executive Officer, President, any Executive
Vice President, Senior Vice President or Vice President, the Treasurer or any Assistant Treasurer
or the Secretary or any Assistant Secretary of the Company.




          “Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of
the Company. One of the officers executing an Officers’ Certificate must be the Chief Executive
Officer, the Chief Financial Officer, the Treasurer or the principal accounting officer of the
Company.




          “Opinion of Counsel” means a written opinion from legal counsel, which opinion is reasonably
acceptable to the Trustee. The counsel may be an employee of or counsel to the Company.




          “Permitted Holders” means Blackstone and the Management Group. Any person or group whose
acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of
Control Offer is made in accordance with the requirements of this Indenture will thereafter,
together with its Affiliates, constitute an additional Permitted Holder.




          “Permitted Liens” means with respect to any Person:





     (a) pledges or deposits by such Person under workmen’s compensation laws,
unemployment insurance laws or similar legislation, or good faith deposits in connection
with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to
which such Person is a party, or deposits to secure public or statutory obligations of such
Person or deposits of cash or United States government bonds to secure surety or appeal
bonds to which such Person is a party, or deposits as security for contested taxes or
import duties or for the payment of rent, in each case Incurred in the ordinary course of
business;




     (b) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in
each case for sums not yet due or being contested in good faith by appropriate proceedings
or other Liens arising out of judgments or awards



11









 






against such Person with respect to which such Person shall then be proceeding with an
appeal or other proceedings for review;




     (c) Liens for taxes, assessments or other governmental charges not yet due or payable
or subject to penalties for nonpayment or which are being contested in good faith by
appropriate proceedings;




     (d) Liens in favor of issuers of performance and surety bonds or bid bonds or with
respect to other regulatory requirements or letters of credit issued pursuant to the
request of and for the account of such Person in the ordinary course of its business;




     (e) minor survey exceptions, minor encumbrances, easements or reservations of, or
rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and
telephone lines and other similar purposes, or zoning or other restrictions as to the use
of real properties or Liens incidental to the conduct of the business of such Person or to
the ownership of its properties which were not Incurred in connection with Indebtedness and
which do not in the aggregate materially adversely affect the value of said properties or
materially impair their use in the operation of the business of such Person;




     (f) Liens securing Indebtedness under the Revolving Facilities;




     (g) Liens securing Indebtedness (including Capitalized Lease Obligations) Incurred by
the Company or any of its Subsidiaries to finance the purchase, lease or improvement of
property (real or personal) or equipment (whether through the direct purchase of assets or
the Capital Stock of any Person owning such assets (but no other material assets)) in an
aggregate principal amount which, when aggregated with the principal amount of all other
Indebtedness then outstanding and secured pursuant to this clause (g), does not exceed 7.5%
of Total Assets at any one time;




     (h) Liens securing Indebtedness of Foreign Subsidiaries in an aggregate principal
amount, which when aggregated with the principal amount of all other Indebtedness then
outstanding and secured pursuant to this clause (h), does not exceed the greater of (x)
$750 million and (y) 12% of the consolidated assets of the Foreign Subsidiaries at any one
time;




     (i) Liens existing on the Issue Date;




     (j) Liens on property or shares of stock of a Person at the time such Person becomes
a Subsidiary of the Company; provided, however, such Liens are not created
or Incurred in connection with, or in contemplation of, such other Person becoming such a
Subsidiary; provided further, however, that such Liens may not extend to
any other property owned by the Company or any Subsidiary;




     (k) Liens on property at the time the Company or a Subsidiary of the Company acquired
the property, including any acquisition by means of a merger



12









 






or consolidation with or into the Company or any Subsidiary of the Company;
provided, however, that such Liens are not created or Incurred in
connection with, or in contemplation of, such acquisition; provided further,
however, that the Liens may not extend to any other property owned by the Company
or any Subsidiary of the Company;




     (l) Liens securing Indebtedness or other obligations of a Subsidiary of the Company
owing to the Company or another Subsidiary;




     (m) Liens securing Hedging Obligations so long as the related Indebtedness is, and is
permitted to be under this Indenture, secured by a Lien on the same property securing such
Hedging Obligations;




     (n) Liens on specific items of inventory or other goods and proceeds of any Person
securing such Person’s obligations in respect of bankers’ acceptances issued or created for
the account of such Person to facilitate the purchase, shipment or storage of such
inventory or other goods;




     (o) leases and subleases of real property which do not materially interfere with the
ordinary conduct of the business of the Company or any of its Subsidiaries;




     (p) Liens arising from Uniform Commercial Code financing statement filings regarding
operating leases entered into by the Company and its Subsidiaries in the ordinary course of
business;




     (q) Liens in favor of the Company or a Subsidiary of the Company;




     (r) Liens on equipment of the Company granted in the ordinary course of business to
the Company’s client at which such equipment is located;




     (s) Liens securing Indebtedness if the ratio of (x) Secured Indebtedness of the
Company and its Subsidiaries, at the time such Lien is created or Incurred and after giving
effect thereto, to (y) EBITDA of the Company and its Subsidiaries for the most recently
ended four fiscal quarters for which internal financial statements are available
immediately preceding the date on which such Lien is created or Incurred, without giving
effect to any Indebtedness Incurred under clause (g), (h), (l), (t), (u) (but only to the
extent such Indebtedness is a refinancing, refunding, extension, renewal or replacement of
Indebtedness Incurred under clause (g), (h), (l), (t) or (v) of this definition) or (v) of
this definition, is equal to or less than 2.75 to 1.00 determined on a pro forma basis;




     (t) Liens on accounts receivable and related assets incurred in connection with a
Receivables Facility;




     (u) Liens securing any refinancing, refunding, extension, renewal or replacement (or
successive refinancings, refundings, extensions, renewals or replacements) as a whole, or
in part, of any Indebtedness secured by any Lien



13









 






referred to in the foregoing clauses (f), (g), (h), (i), (j), (k), (l), (m), (o), (q),
(s) and (v); provided, however, that (x) such new Lien shall be limited to all or part of
the same property that secured the original Lien (plus improvements on such property), and
(y) the Indebtedness secured by such Lien at such time is not increased to any amount
greater than the sum of (A) the outstanding principal amount or, if greater, committed
amount of the Indebtedness described under clauses (f), (g), (h), (i), (j), (k), (l), (m),
(o), (q), (s) and (v) at the time the original Lien became a Permitted Lien under this
Indenture, and (B) an amount necessary to pay any fees and expenses, including premiums,
related to such refinancing, refunding, extension, renewal or replacement; and




     (v) Liens securing Indebtedness or Disqualified Stock of the Company or any
Subsidiary in an aggregate principal amount, which when aggregated with the principal
amount or liquidation preference of all other Indebtedness and Disqualified Stock then
outstanding and secured pursuant to this clause (v), does not exceed $250 million at any
one time.


For purposes of making the computation referred to above, investments, acquisitions, dispositions,
mergers, consolidations and discontinued operations (as determined in accordance with GAAP), in
each case with respect to an operating unit of a business, that have been made by the Company or
any of its Subsidiaries during the four-quarter reference period or subsequent to such reference
period and on or prior to or simultaneously with the calculation date shall be calculated on a pro
forma basis assuming that all such investments, acquisitions, dispositions, discontinued
operations, mergers and consolidations (the change in EBITDA resulting therefrom) had occurred on
the first day of the four-quarter reference period. If since the beginning of such period any
Person that subsequently became a Subsidiary or was merged with or into the Company or any
Subsidiary since the beginning of such period shall have made any investment, acquisition,
disposition, discontinued operation, merger or consolidation, in each case with respect to an
operating unit of a business, that would have required adjustment pursuant to this provision, then
EBITDA shall be calculated giving pro forma effect thereto for such period as if such investment,
acquisition, disposition, discontinued operation, merger or consolidation had occurred at the
beginning of the applicable four-quarter period. For purposes of this provision, whenever pro
forma effect is to be given to any transaction, the pro forma calculations shall be made in good
faith by a responsible financial or accounting officer of the Company. If any Indebtedness bears a
floating rate of interest and is being given pro forma effect, the interest on such Indebtedness
shall be calculated as if the rate in effect on the calculation date had been the applicable rate
for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness
if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized
Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a
responsible financial or accounting officer of the Company to be the rate of interest implicit in
such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation
referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro
forma basis shall be computed based upon the average daily balance of such Indebtedness during the
applicable period. Interest on Indebtedness that may optionally be determined at an



14









 






interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered
rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none,
then based upon such optional rate chosen as the Company may designate. Any such pro forma
calculation may include adjustments appropriate, in the reasonable determination of the Company as
set forth in an Officers’ Certificate, to reflect operating expense reductions reasonably expected
to result from any acquisition or merger.




          “Person” means any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust, unincorporated organization, government or any
agency or political subdivision thereof or any other entity.




          “Preferred Stock” means any Equity Interest with preferential right of payment of dividends or
upon liquidation, dissolution or winding up.




          “Principal Property” means any land or any facility (together with the land on which it is
erected and fixtures comprising a part thereof) located in the United States used primarily for
manufacturing, processing or production, owned or leased by the Company or any of its Subsidiaries
and having a gross book value in excess of 2% of Total Assets other than any such land, facility or
portion thereof which in the opinion of the Company’s Board of Directors is not of material
importance to the total business conducted by the Company or any of its Subsidiaries as an entity.




          “Public Holding Company” means any Person whose common equity securities are listed for
trading on a national securities exchange in the United States or European Union.




          “Rating Agencies” means Moody’s and S&P or, if Moody’s or S&P or both shall not make a rating
on the Securities publicly available, a nationally recognized statistical rating agency or
agencies, as the case may be, selected by the Company which shall be substituted for Moody’s or S&P
or both, as the case may be.




          “Rating Decline” means the occurrence of a decrease in the rating of the Securities by one or
more gradations by either Moody’s or S&P (including gradations within the rating categories, as
well as between categories), within 90 days before or after the earlier of (x) a Change of Control,
(y) the date of public notice of the occurrence of a Change of Control or (z) public notice of the
intention of the Company to effect a Change of Control (which 90-day period shall be extended so
long as the rating of the Securities is under publicly announced consideration for possible
downgrade by either Moody’s or S&P).




          “Receivables Facility” means any of one or more receivables financing facilities as amended,
supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations
of which are non-recourse (except for customary representations, warranties, covenants and
indemnities made in connection with such facilities) to TRW Automotive Holdings or any of its
Subsidiaries (other than a



15









 






Receivables Subsidiary) pursuant to which TRW Automotive Holdings or any of its Subsidiaries
sells its accounts receivable to either (a) a Person that is not a Subsidiary or (b) a Receivables
Subsidiary that in turn sells its accounts receivable to a Person that is not a Subsidiary.




          “Receivables Subsidiary” means any Subsidiary of the Company formed for the purpose of, and
that solely engages only in one or more Receivables Facilities and other activities reasonably
related thereto.




          “Revolving Facilities” means one or more customary bank debt facilities, in each case with
banks or other institutional lenders providing for revolving credit loans (including the portion of
the Credit Agreement existing on the Issue Date that provides for revolving credit loans), in each
case, as amended, extended, renewed, refinanced, restated, repaid, replaced, supplemented or
otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions,
covenants and other provisions, but, in each case, only to the extent such modified bank debt
facility provides for revolving credit loans, and without giving effect to any letters of credit
outstanding thereunder) from time to time. For the avoidance of doubt, Revolving Facilities shall
exclude any Indebtedness issued in a capital markets transaction, whether publicly or privately
made and any Indebtedness that may not be reborrowed when repaid.




          “Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter
acquired by the Company or a Subsidiary of the Company whereby the Company or such Subsidiary
transfers such property to a Person and the Company or such Subsidiary leases it from such Person,
other than leases between the Company and a Subsidiary of the Company or between Subsidiaries of
the Company.




          “S&P” means Standard & Poor’s Ratings Group or any successor to the rating agency business
thereof.




          “SEC” means the Securities and Exchange Commission.




          “Secured Indebtedness” means, with respect to any Person, any Indebtedness of such Person
secured by a Lien.




          “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
of the SEC promulgated thereunder.




          “Senior Credit Documents” means the collective reference to the Credit Agreement, the notes
issued pursuant thereto and the guarantees thereof, and the collateral documents relating thereto,
as amended, supplemented or otherwise modified from time to time.




          “Senior Indebtedness” means, with respect to the Company or any Guarantor, all Indebtedness of
the Company or such Guarantor, including interest thereon (including interest accruing on or after
the filing of any petition in bankruptcy or for reorganization relating to the Company or any
Subsidiary of the Company at the rate specified in the documentation with respect thereto whether
or not a claim for post-filing



16









 






interest is allowed in such proceeding) and other amounts (including fees, expenses,
reimbursement obligations under letters of credit and indemnities) owing in respect thereof,
whether outstanding on the Issue Date or thereafter Incurred, unless in the instrument creating or
evidencing the same or pursuant to which the same is outstanding it is provided that such
Obligations are not superior, or are subordinated, in right of payment to the Securities or such
Guarantor’s Guarantee, as applicable; provided, however, that Senior Indebtedness
shall not include, as applicable:





     (a) any obligation of the Company to any Subsidiary of the Company, or of such
Guarantor to the Company or any other Subsidiary of the Company,




     (b) any liability for Federal, state, local or other taxes owed or owing by the
Company or such Guarantor,




     (c) any accounts payable or other liability to trade creditors arising in the
ordinary course of business (including guarantees thereof or instruments evidencing such
liabilities),




     (d) any Indebtedness or obligation of the Company or such Guarantor which is
subordinate or junior in any respect to any other Indebtedness or obligation of the Company
or such Guarantor, as applicable, including any Subordinated Indebtedness, or




     (e) any obligations with respect to any Capital Stock.


If any Senior Indebtedness is disallowed, avoided or subordinated pursuant to the provisions of
Section 548 of Title 11 of the United States Code or any applicable state fraudulent conveyance
law, such Senior Indebtedness nevertheless will constitute Senior Indebtedness.




          “Significant Domestic Subsidiary” of a Person means a Domestic Subsidiary of such Person that
is a Significant Subsidiary of such Person.




          “Significant Subsidiary” of a Person means a Subsidiary of such Person that would be a
“significant subsidiary” of such Person within the meaning of Rule 1-02 under Regulation S-X
promulgated by the SEC.




          “Stated Maturity” means, with respect to any security, the date specified in such security as
the fixed date on which the final payment of principal of such security is due and payable,
including pursuant to any mandatory redemption provision (but excluding any provision providing for
the repurchase of such security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has occurred).




          “Subordinated Indebtedness” means (a) with respect to the Company, any Indebtedness of the
Company which is by its terms subordinated in right of payment to the Securities and (b) with
respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in
right of payment to its Guarantee.




17









 








          “Subsidiary” means, with respect to any Person (a) any corporation, association or other
business entity (other than a partnership, joint venture or limited liability company) of which
more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees thereof
is at the time of determination owned or controlled, directly or indirectly, by such Person or one
or more of the other Subsidiaries of that Person or a combination thereof and (b) any partnership,
joint venture or limited liability company of which (i) more than 50% of the capital accounts,
distribution rights, total equity and voting interests or general and limited partnership
interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or
more of the other Subsidiaries of that Person or a combination thereof, whether in the form of
membership, general, special or limited partnership interests or otherwise and (ii) such Person or
any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.




          “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the
Issue Date.




          “Total Assets” means the total consolidated assets of the Company and its Subsidiaries, as
shown on the most recent balance sheet of the Company.




          “Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption
date of United States Treasury securities with a constant maturity (as compiled and published in
the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available
at least two Business Days prior to the redemption date (or, if such Statistical Release is no
longer published, any publicly available source of similar market data)) most nearly equal to the
period from the redemption date to the Stated Maturity; provided, however, that if
the period from the redemption date to the Stated Maturity is less than one year, the weekly
average yield on actually traded United States Treasury securities adjusted to a constant maturity
of one year shall be used.




          “Trustee” means the party named as such in this Indenture until a successor replaces it and,
thereafter, means the successor.




          “Trust Officer” means, with respect to the Trustee:





     (a) any officer within the Corporate Trust Office of the Trustee, including any vice
president, managing director, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is referred
because of such person’s knowledge of and familiarity with the particular subject, and




     (b) who shall have direct responsibility for the administration of this Indenture.



18









 





          “TRW Automotive Holdings” means TRW Automotive Holdings Corp., a Delaware corporation, which
owns all the issued and outstanding Capital Stock of TRW Automotive Intermediate Holdings as of the
date hereof.




          “TRW Automotive Intermediate Holdings” means TRW Automotive Intermediate Holdings Corp., a
Delaware corporation, which owns all the issued and outstanding Capital Stock of the Company as of
the date hereof.




          “TRW Automotive Luxembourg” means TRW Automotive Finance (Luxembourg), S.a.r.l., a company
organized under the laws of Luxembourg.




          “Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to
time.




          “U.S. Government Obligations” means direct obligations (or certificates representing an
ownership interest in such obligations) of the United States of America (including any agency or
instrumentality thereof) for the payment of which the full faith and credit of the United States of
America is pledged and which are not callable or redeemable at the issuer’s option.




          “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at
the time entitled to vote in the election of the Board of Directors of such Person.




          “Wholly Owned Domestic Subsidiary” is any Wholly Owned Subsidiary that is a Domestic
Subsidiary.




          “Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the
outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying
shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of
such Person.




          SECTION 1.02. Other Definitions.




	 	 	 
	 	 	Defined in
	Term	 	Section
	“Appendix”
	 	2.01
	“Bankruptcy Law”
	 	6.01
	“Change of Control Offer”
	 	4.05
	“covenant defeasance option”
	 	8.01(b)
	“Custodian”
	 	6.01
	“Definitive Securities”
	 	Appendix A
	“Event of Default”
	 	6.01
	“Global Securities”
	 	Appendix A
	“Guaranteed Obligations”
	 	10.01
	“legal defeasance option”
	 	8.01(b)






19









 






	 	 	 
	 	 	Defined in
	Term	 	Section
	“Notice of Default”
	 	6.01
	“Original Securities”
	 	Preamble
	“Paying Agent”
	 	2.04
	“protected purchaser”
	 	2.08
	“Registrar”
	 	2.04
	“Restricted Payment”
	 	4.03
	“Securities”
	 	Preamble
	“Securities Custodian”
	 	Appendix A
	“Successor Company”
	 	5.01(a)
	“Successor Guarantor”
	 	5.01(b)(i)
	“Transfer Restricted Securities”
	 	Appendix A






          SECTION 1.03. Incorporation by Reference of Trust Indenture Act. This Indenture
incorporates by reference certain provisions of the TIA. The following TIA terms have the
following meanings:




          “Commission” means the SEC.




          “indenture securities” means the Securities and the Guarantees.




          “indenture security holder” means a Holder.




          “indenture trustee” or “institutional trustee” means the Trustee.




          “obligor” on the indenture securities means the Company, the Guarantors and any other obligor
on the Securities.




          All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule have the meanings assigned to them by such
definitions.




          SECTION 1.04. Rules of Construction. Unless the context otherwise requires:





     (a) a term has the meaning assigned to it;




     (b) an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;




     (c) “or” is not exclusive;




     (d) “including” means including without limitation;




     (e) words in the singular include the plural and words in the plural include the
singular;



20









 






     (f) unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured
Indebtedness merely by virtue of its nature as unsecured Indebtedness;




     (g) the principal amount of any noninterest bearing or other discount security at any
date shall be the principal amount thereof that would be shown on a balance sheet of the
issuer dated such date prepared in accordance with GAAP; and




     (h) the principal amount of any Preferred Stock shall be (i) the maximum liquidation
value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory
repurchase price with respect to such Preferred Stock, whichever is greater.



ARTICLE 2




The Securities




          SECTION 2.01. Amount of Securities; Issuable in Series. The aggregate principal
amount of Original Securities which may be authenticated and delivered under this Indenture is
$250,000,000. The Securities may be issued in one or more series. All Securities of any one
series shall be substantially identical except as to denomination.




          With respect to any Additional Securities issued after the Issue Date (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 4.05(g) or Appendix A hereto
(the “Appendix”)), there shall be (a) established in or pursuant to a resolution of the Board of
Directors of the Company and (b) (i) set forth or determined in the manner provided in an Officers’
Certificate or (ii) established in one or more indentures supplemental hereto, prior to the
issuance of such Additional Securities:





     (1) whether such Additional Securities shall be issued as part of a new or existing
series of Securities and the title of such Additional Securities (which shall distinguish
the Additional Securities of the series from Securities of any other series);




     (2) the aggregate principal amount of such Additional Securities which may be
authenticated and delivered under this Indenture,




     (3) the issue price and issuance date of such Additional Securities, including the
date from which interest on such Additional Securities shall accrue; and




     (4) if applicable, that such Additional Securities shall be issuable in whole or in
part in the form of one or more Global Securities and, in such case, the respective
depositaries for such Global Securities, the form of any legend or legends which shall be
borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A
hereto and any circumstances in addition to or in lieu



21









 






of those set forth in Section 2.3 of the Appendix in which any such Global Security
may be exchanged in whole or in part for Additional Securities registered, or any transfer
of such Global Security in whole or in part may be registered, in the name or names of
Persons other than the depositary for such Global Security or a nominee thereof.



          If any of the terms of any Additional Securities are established by action taken pursuant to a
resolution of the Board of Directors, a copy of an appropriate record of such action shall be
certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto
setting forth the terms of the Additional Securities.




          SECTION 2.02. Form and Dating. Provisions relating to the Securities are set forth in
the Appendix, which is hereby incorporated in and expressly made a part of this Indenture. The
Securities and the Trustee’s certificate of authentication shall each be substantially in the form
of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture.
The Securities may have notations, legends or endorsements required by law, stock exchange rule,
agreements to which the Company or any Guarantor is subject, if any, or usage (provided that any
such notation, legend or endorsement is in a form acceptable to the Company). Each Security shall
be dated the date of its authentication. The Securities shall be issuable only in registered form
without interest coupons and only in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof.




          SECTION 2.03. Execution and Authentication. One Officer shall sign the Securities for
the Company by manual or facsimile signature.




          If an Officer whose signature is on a Security no longer holds that office at the time the
Trustee authenticates the Security, the Security shall be valid nevertheless.




          A Security shall not be valid until an authorized signatory of the Trustee manually signs the
certificate of authentication on the Security. The signature shall be conclusive evidence that the
Security has been authenticated under this Indenture.




          The Trustee shall authenticate and make available for delivery Securities as set forth in the
Appendix.




          The Trustee may appoint an authenticating agent reasonably acceptable to the Company to
authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a
Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of
such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do
so. Each reference in this Indenture to authentication by the Trustee includes authentication by
such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent
for service of notices and demands.





22












 





          SECTION 2.04. Registrar and Paying Agent. (a) 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 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 Bank of New York Mellon as (i) Registrar and
Paying Agent in connection with the Securities and (ii) the Securities Custodian with respect to
the Global Securities.



          (b) The Company shall enter into an appropriate agency agreement with any Registrar or Paying
Agent not a party to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such agent. The Company shall notify the Trustee of the name and address
of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall
act as such as an agent and shall be entitled to appropriate compensation therefor pursuant to
Section 7.06. The Company or any of its Wholly Owned Domestic Subsidiaries may act as Paying Agent
or Registrar.



          (c) The Company may remove any Registrar or Paying Agent upon written notice to such Registrar
or Paying Agent and to the Trustee; provided, however, that no such removal shall
become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced
by an appropriate agreement entered into by the Company and such successor Registrar or Paying
Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that
the Trustee shall serve in an agency capacity as Registrar or Paying Agent until the appointment of
a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any
time upon written notice to the Company and the Trustee; provided, however, that
the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in
accordance with Section 7.07.



          SECTION 2.05. Paying Agent to Hold Money in Trust. Prior to each due date of the
principal of and interest on any Security, the Company shall deposit with the Paying Agent (or if
the Company or a Wholly Owned Domestic Subsidiary of the Company is acting as Paying Agent,
segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to
pay such principal and interest when so becoming due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal
of and interest on the Securities, and shall notify the Trustee of any default by the Company in
making any such payment. If the Company or a Wholly Owned Domestic Subsidiary of the Company acts
as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate
trust fund. The Company at any time may require the Paying Agent to pay all money held by it to
the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this
Section 2.05, the Paying Agent shall have no further liability for the money delivered to the
Trustee.



23









 





          SECTION 2.06. Holder Lists. The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and addresses of Holders.
If the bank that is acting as Trustee is not the Registrar, the Company shall furnish, or cause the
Registrar to furnish, to the Trustee, in writing at least five Business Days before each interest
payment date and at such other times as the Trustee may request in writing, a list in such form and
as of such date as the Trustee may reasonably require of the names and addresses of Holders.



          SECTION 2.07. Transfer and Exchange. The Securities shall be issued in registered
form and shall be transferable only upon the surrender of a Security for registration of transfer
and in compliance with the Appendix. When a Security is presented to the Registrar with a request
to register a transfer, the Registrar shall register the transfer as requested if its requirements
therefor are met. When Securities are presented to the Registrar with a request to exchange them
for an equal principal amount of Securities of other denominations, the Registrar shall make the
exchange as requested if the same requirements are met. To permit registration of transfers and
exchanges, the Company shall execute and the Trustee shall authenticate Securities at the
Registrar’s request. The Company may require payment of a sum sufficient to pay all taxes,
assessments or other governmental charges in connection with any transfer or exchange pursuant to
this Section 2.07. The Company shall not be required to make and the Registrar need not register
transfers or exchanges of Securities selected for redemption (except, in the case of Securities to
be redeemed in part, the portion thereof not to be redeemed) or any Securities for a period of 15
days before a selection of Securities to be redeemed.



          Prior to the due presentation for registration of transfer of any Security, the Company, the
Guarantors, the Trustee, the Paying Agent, and the Registrar may deem and treat the Person in whose
name a Security is registered as the absolute owner of such Security for the purpose of receiving
payment of principal of and (subject to paragraph 2 of the Securities) interest, if any, on such
Security and for all other purposes whatsoever, whether or not such Security is overdue, and none
of the Company, any Guarantor, the Trustee, the Paying Agent, or the Registrar shall be affected by
notice to the contrary.



          Any Holder of a beneficial interest in a Global Security shall, by acceptance of such
beneficial interest, agree that transfers of beneficial interest in such Global Security may be
effected only through a book-entry system maintained by (a) the Holder of such Global Security (or
its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership
of a beneficial interest in such Global Security shall be required to be reflected in a book entry.



          All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture
shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the
Securities surrendered upon such transfer or exchange.



          SECTION 2.08. Replacement Securities. If a mutilated Security is surrendered to the
Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or
wrongfully taken, the Company shall issue and the Trustee shall



24









 





authenticate a replacement Security if the requirements of Section 8-405 of the Uniform
Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a
reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the
Registrar does not register a transfer prior to receiving such notification, (b) makes such request
to the Company or the Trustee prior to the Security being acquired by a protected purchaser as
defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies
any other reasonable requirements of the Company or Trustee. If required by the Trustee or the
Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to
protect the Company, the Trustee, the Paying Agent and the Registrar from any loss that any of them
may suffer if a Security is replaced. The Company and the Trustee may charge the Holder for their
expenses in replacing a Security. In the event any such mutilated, lost, destroyed or wrongfully
taken Security has become or is about to become due and payable, the Company in its discretion may
pay such Security instead of issuing a new Security in replacement thereof.




          Every replacement Security is an additional obligation of the Company.



          The provisions of this Section 2.08 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement or payment of mutilated, lost,
destroyed or wrongfully taken Securities.



          SECTION 2.09. Outstanding Securities. Securities outstanding at any time are all
Securities authenticated by the Trustee except for those canceled by it, those delivered to it for
cancelation and those described in this Section 2.09 as not outstanding. Subject to Section 11.05,
a Security does not cease to be outstanding because the Company or an Affiliate of the Company
holds the Security.



          If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless the
Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a
protected purchaser.



          If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a
redemption date or maturity date money sufficient to pay all principal and interest payable on that
date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case
may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date
pursuant to the terms of this Indenture, then on and after that date, such Securities (or portions
thereof) cease to be outstanding and interest on them ceases to accrue.



          SECTION 2.10. Temporary Securities. In the event that Definitive Securities are to be
issued under the terms of this Indenture, until such Definitive Securities are ready for delivery,
the Company may prepare and the Trustee shall authenticate temporary Securities. Temporary
Securities shall be substantially in the form of Definitive Securities but may have variations that
the Company considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate Definitive Securities and deliver them in



25









 




exchange for temporary Securities upon surrender of such temporary Securities at the office or
agency of the Company, without charge to the Holder.




          SECTION 2.11. Cancelation. The Company at any time may deliver Securities to the
Trustee for cancelation. The Registrar and the Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and
no one else shall cancel all Securities surrendered for registration of transfer, exchange, payment
or cancelation and shall dispose of canceled Securities in accordance with its customary procedures
or deliver canceled Securities to the Company pursuant to written direction by an Officer. The
Company may not issue new Securities to replace Securities it has redeemed, paid or delivered to
the Trustee for cancelation. The Trustee shall not authenticate Securities in place of canceled
Securities other than pursuant to the terms of this Indenture.



          SECTION 2.12. Defaulted Interest. If the Company defaults in a payment of interest on
the Securities, the Company shall pay the defaulted interest (plus interest on such defaulted
interest to the extent lawful) in any lawful manner. The Company may pay the defaulted interest to
the Persons who are Holders on a subsequent special record date. The Company shall fix or cause to
be fixed any such special record date and payment date to the reasonable satisfaction of the
Trustee and shall promptly mail or cause to be mailed to each Holder a notice that states the
special record date, the payment date and the amount of defaulted interest to be paid.



          SECTION 2.13. CUSIP Numbers and ISINs. The Company in issuing the Securities may use
CUSIP numbers and ISINs (if then generally in use) and, if so, the Trustee shall use CUSIP numbers
and ISINs in notices of redemption as a convenience to Holders; provided, however,
that any such notice may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a redemption and that reliance
may be placed only on the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers. The Company shall
advise the Trustee of any change in the CUSIP numbers or ISINs.



ARTICLE 3




Redemption




          SECTION 3.01. Notices to Trustee. If the Company elects to redeem Securities pursuant
to the optional redemption provisions of Section 3.07, it shall notify the Trustee in writing of
(a) the Section of this Indenture pursuant to which the redemption shall occur, (b) the redemption
date, (c) the principal amount of Securities to be redeemed and (d) the redemption price. The
Company shall give notice to the Trustee provided for in this paragraph at least 30 days but not
more than 60 days before a redemption date, unless a shorter period is acceptable to the Trustee.
Such notice shall be accompanied by an Officers’ Certificate and Opinion of Counsel from the
Company to the effect that such redemption will comply with the conditions herein. If fewer than
all the Securities are to be redeemed, the record date relating to such redemption shall be



26









 




selected by the Company and given to the Trustee, which record date shall be not fewer than 15
days after the date of notice to the Trustee. Any such notice may be canceled at any time prior to
notice of such redemption being mailed to any Holder and shall thereby be void and of no effect.




          SECTION 3.02. Selection of Securities to be Redeemed. In the case of any partial
redemption, selection of the Securities for redemption will be made by the Trustee in accordance
with a written direction from the Company in compliance with the requirements of the principal
national securities exchange, if any, on which such Securities are listed, or if such Securities
are not so listed, on a pro rata basis, subject to any applicable clearing system requirements.
The Trustee shall make the selection from outstanding Securities not previously called for
redemption. The Trustee may select for redemption portions of the principal of Securities that
have denominations larger than $2,000. Securities and portions of them the Trustee selects shall
be in minimum principal amounts of $2,000 or an integral multiple of $1,000 in excess thereof.
Provisions of this Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption. The Trustee shall notify the Company promptly of the
Securities or portions of Securities to be redeemed.



          SECTION 3.03. Notice of Optional Redemption. (a) At least 30 days but not more than
60 days before a redemption date pursuant to Section 3.07 the Company shall mail, or cause to be
mailed by first-class mail (postage prepaid), a notice of redemption to each Holder whose
Securities are to be redeemed.



          Any such notice shall identify the Securities to be redeemed and shall state:



          (i) the redemption date;



          (ii) the redemption price and the amount of accrued interest to the redemption date;



          (iii) the name and address of the Paying Agent;



          (iv) that Securities called for redemption must be surrendered to the Paying Agent to collect
the redemption price;



          (v) if fewer than all the outstanding Securities are to be redeemed, the certificate numbers
and principal amounts of the particular Securities to be redeemed;



          (vi) that, unless the Company defaults in making such redemption payment or the Paying Agent
is prohibited from making such payment pursuant to the terms of this Indenture, interest on
Securities (or portion thereof) called for redemption ceases to accrue on and after the redemption
date;



          (vii) the CUSIP number or ISIN, if any, printed on the Securities being redeemed; and



27









 





          (viii) that no representation is made as to the correctness or accuracy of the CUSIP number or
ISIN, if any, listed in such notice or printed on the Securities.



          (b) At the Company’s request, the Trustee shall give the notice of redemption required by
clause (a) above in the Company’s name and at the Company’s expense. In such event, the Company
shall provide the Trustee with the information required by this Section 3.03.



          SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed,
Securities called for redemption become due and payable on the redemption date and at the
redemption price stated in the notice. Upon surrender to the Paying Agent, such Securities shall
be paid at the redemption price stated in the notice, plus accrued interest to the redemption date;
provided, however, that if the redemption date is after a regular record date and
on or prior to the interest payment date, the accrued interest shall be payable to the Holder of
the redeemed Securities registered on the relevant record date. Failure to give notice or any
defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.



          SECTION 3.05. Deposit of Redemption Price. Prior to 10:00 a.m., New York City time,
on the redemption date, the Company shall deposit with the Paying Agent (or, if the Company or a
Wholly Owned Domestic Subsidiary of the Company is the Paying Agent, shall segregate and hold in
trust) money in immediately available funds sufficient to pay the redemption price of and accrued
interest on all Securities or portions thereof to be redeemed on that date other than Securities or
portions of Securities called for redemption that have been delivered by the Company to the Trustee
for cancelation. On and after the redemption date, interest shall cease to accrue on Securities or
portions thereof called for redemption so long as the Company has deposited with the Paying Agent
funds sufficient to pay the principal of, plus accrued and unpaid interest on, the Securities to be
redeemed, unless the Paying Agent is prohibited from making such payment pursuant to the terms of
this Indenture.



          SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security that is
redeemed in part, the Company shall execute and the Trustee shall authenticate for the Holder (at
the Company’s expense) a new Security equal in principal amount to the unredeemed portion of the
Security surrendered.



          SECTION 3.07. Optional Redemption. Except as set forth below, the Securities will not
be redeemable at the option of the Company prior to their Stated Maturity.



          At any time on and after December 1, 2013, the Company may redeem the Securities, in whole at
any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice
mailed by first-class mail to each Holder’s registered address, at the redemption prices set forth
below (expressed in percentages of principal amount on the redemption date), plus accrued and
unpaid interest to the redemption date (subject to the right of Holders of record on the relevant
record date to receive interest



28









 




due on the relevant interest payment date), if redeemed during the 12-month period commencing on
December 1 of the years indicated below:




	 	 	 	 	 
	 	 	Redemption
	Period	 	price
	2013
	 	 	104.438	%
	2014
	 	 	102.219	%
	2015 and thereafter
	 	 	100.000	%






          Prior to December 1, 2013, the Company may redeem the Securities, in whole at any time or in
part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by
first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the
principal amount of the Securities to be redeemed plus the Applicable Premium and accrued and
unpaid interest to the redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date).



          In addition, at any time and from time to time prior to December 1, 2012, the Company may
redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities
(calculated after giving effect to any issuance of Additional Securities) with the net cash
proceeds of one or more Equity Offerings (a) by the Company or (b) by TRW Automotive Holdings or
TRW Automotive Intermediate Holdings, in each case, to the extent the net cash proceeds thereof are
contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) of the
Company from it, at a redemption price (expressed as a percentage of principal amount thereof) of
108.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders
of record on the relevant record date to receive interest due on the relevant interest payment
date); provided, however, that at least 65% of the original aggregate principal
amount of the Securities (calculated after giving effect to any issuance of Additional Securities)
must remain outstanding after each such redemption and provided, further, that such
redemption shall occur within 90 days after the date on which any such Equity Offering is
consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities
being redeemed and otherwise in accordance with the procedures set forth in this Indenture. Notice
of any redemption upon any Equity Offering and any such redemption may, at the Company’s
discretion, be subject to one or more conditions precedent, including, but not limited to,
completion of the related Equity Offering.



ARTICLE 4




Covenants




          SECTION 4.01. Payment of Securities. The Company shall promptly pay no later than
10:00 a.m., New York City time, the principal of and interest on the Securities on the dates and in
the manner provided in the Securities and in this Indenture.



29









 




Principal and interest shall be considered paid on the date due if on such date the Trustee or
the Paying Agent holds in accordance with this Indenture money in immediately available funds
sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the
case may be, is not prohibited from paying such money to the Holders on that date pursuant to the
terms of this Indenture.




          The Company shall pay interest on overdue principal at the rate specified therefor in the
Securities, and it shall pay interest on overdue installments of interest at the same rate to the
extent lawful.



          SECTION 4.02. SEC Reports. TRW Automotive Holdings shall deliver to the Trustee,
within 15 days after it would have been required to file with the SEC, copies of its annual reports
and the information, documents and other reports (or copies of such portions of any of the
foregoing as the SEC may by rules and regulations prescribe) which it is required to file with the
SEC pursuant to Section 13 or 15(d) of the Exchange Act. In the event that TRW Automotive Holdings
is at any time no longer subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, either it or the Company shall provide the Trustee with copies of annual reports and
such information, documents and other reports as TRW Automotive Holdings or the Company, as the
case may be, would be required to file with the SEC were it subject to such reporting requirements.
In such event, such reports shall be provided within 45 days of the times as TRW Automotive
Holdings or the Company, as the case may be, would be required to provide such reports were it
subject to such reporting requirements.



          If at any time any direct or indirect parent of TRW Automotive Holdings is a Guarantor, the
Company shall be deemed to be in compliance with the provisions of this Section 4.02 if such direct
or indirect parent delivers to the Trustee within the time periods specified in the preceding
paragraph copies of its annual reports and the information, documents and other reports (or copies
of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which
such direct or indirect parent is required to file with the SEC pursuant to Section 13 or 15(d) of
the Exchange Act or which such direct or indirect parent would be required to file with the SEC if
it were subject to Section 13 or 15(d) of the Exchange Act.



          The Company shall be deemed to be in compliance with this Section 4.02 if TRW Automotive
Holdings, or in the event that TRW Automotive Holdings is at any time no longer subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, either TRW Automotive Holdings
or the Company, or if at any time any direct or indirect parent of TRW Automotive Holdings is a
Guarantor, such direct or indirect parent of TRW Automotive Holdings, shall have filed such annual
reports and the information, documents and other reports with the SEC using its Electronic Data
Gathering, Analysis and Retrieval System or any successor system. The subsequent filing with the
Trustee and, if applicable, the SEC of any report required by this Section 4.02 shall be deemed to
automatically cure any Default or Event of Default resulting from the failure to file such report
within the time period required by this Section 4.02.



30









 





          Notwithstanding anything herein to the contrary, the Company shall not be deemed to have
failed to comply with this Section 4.02 for purposes of Section 6.01(e) until 120 days after the
date any report is due under this Section 4.02.



          Delivery of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to
rely exclusively (subject to Article 7) on Officers’ Certificates).



          SECTION 4.03. Limitation on Restricted Payments. The Company shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly:



          (a) declare or pay any dividend or make any distribution on account of the Company’s or any of
its Subsidiaries’ Equity Interests, including any payment made in connection with any merger or
consolidation involving the Company (other than (i) dividends or distributions by the Company
payable solely in Equity Interests (other than Disqualified Stock) of the Company; or (ii)
dividends or distributions by a Subsidiary of the Company so long as, in the case of any dividend
or distribution payable on or in respect of any class or series of securities issued by a
Subsidiary of the Company other than a Wholly Owned Subsidiary, the Company or a Subsidiary of the
Company receives at least its pro rata share of such dividend or distribution in accordance with
its Equity Interests in such class or series of securities), or



          (b) purchase or otherwise acquire or retire for value any Equity Interests of TRW Automotive
Holdings, TRW Automotive Intermediate Holdings or the Company


(all such actions set forth in clauses (a) and (b) above together referred to as “Restricted
Payments”) if at the time of such Restricted Payment and after giving effect thereto the ratio of
(x) Indebtedness of the Company and its Subsidiaries at such time to (y) EBITDA of the Company and
its Subsidiaries for the most recently ended four fiscal quarters for which internal financial
statements are available immediately preceding such time is more than 3.75 to 1.00 determined on a
pro forma basis, unless the Company makes an offer to all Holders to repurchase all or part of such
Holders’ Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date of repurchase, in accordance with the procedures
set forth in this Indenture.




          For purposes of making the computation referred to above, investments, acquisitions,
dispositions, mergers, consolidations and discontinued operations (as determined in accordance with
GAAP), in each case with respect to an operating unit of a business, that have been made by the
Company or any of its Subsidiaries during the four-quarter reference period or subsequent to such
reference period and on or prior to or simultaneously with the calculation date shall be calculated
on a pro forma basis assuming that all such investments, acquisitions, dispositions, discontinued
operations, mergers and consolidations (and the change in EBITDA resulting therefrom) had



31









 




occurred on the first day of the four-quarter reference period. If since the beginning of
such period any Person that subsequently became a Subsidiary or was merged with or into the Company
or any Subsidiary since the beginning of such period shall have made any investment, acquisition,
disposition, discontinued operation, merger or consolidation, in each case with respect to an
operating unit of a business, that would have required adjustment pursuant to this provision, then
EBITDA shall be calculated giving pro forma effect thereto for such period as if such investment,
acquisition, disposition, discontinued operation, merger or consolidation had occurred at the
beginning of the applicable four-quarter period. For purposes of this provision, whenever pro
forma effect is to be given to any transaction, the pro forma calculations shall be made in good
faith by a responsible financial or accounting officer of the Company. If any Indebtedness bears a
floating rate of interest and is being given pro forma effect, the interest on such Indebtedness
shall be calculated as if the rate in effect on the calculation date had been the applicable rate
for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness
if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capitalized
Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a
responsible financial or accounting officer of the Company to be the rate of interest implicit in
such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation
referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro
forma basis shall be computed based upon the average daily balance of such Indebtedness during the
applicable period. Interest on Indebtedness that may optionally be determined at an interest rate
based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other
rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based
upon such optional rate chosen as the Company may designate. Any such pro forma calculation may
include adjustments appropriate, in the reasonable determination of the Company as set forth in an
Officers’ Certificate, to reflect operating expense reductions reasonably expected to result from
any acquisition or merger.




          SECTION 4.04. Sale/Leaseback Transactions. The Company shall not, and shall not
permit any of its Subsidiaries to, enter into any Sale/Leaseback Transaction involving a Principal
Property unless:



          (a) the Company or such Subsidiary, as applicable, could have incurred a Lien to secure such
Indebtedness pursuant to Section 4.08; or



          (b) the Company or such Subsidiary, as applicable, receives proceeds from such Sale/Leaseback
Transaction that are at least equal to the Fair Market Value of the property that is the subject of
such Sale/ Leaseback Transaction as determined in good faith by the Company (which determination
shall be evidenced by (i) an Officers’ Certificate in the event of a transfer of assets with a Fair
Market Value in excess of $50 million and (ii) a resolution approved in good faith by at least a
majority of the Board of Directors of the Company in the event of a transfer of assets with a Fair
Market Value in excess of $100 million).




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          SECTION 4.05. Change of Control Triggering Event. (a) Upon the occurrence of a
Change of Control Triggering Event, each Holder shall have the right to require the Company to
repurchase all or any part of such Holder’s Securities at a purchase price in cash equal to 101% of
the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase
(subject to the right of Holders of record on the relevant record date to receive interest due on
the relevant interest payment date), except to the extent the Company has previously elected to
redeem such Securities pursuant to Section 3.07. In the event that at the time of such Change of
Control Triggering Event the terms of the Bank Indebtedness restrict or prohibit the repurchase of
Securities pursuant to this Section 4.05, then prior to the mailing of the notice to Holders
provided for in Section 4.05(b) below but in any event within 30 days following any Change of
Control Triggering Event, the Company shall (i) repay in full all Bank Indebtedness or (ii) obtain
the requisite consent, if required, under the agreements governing the Bank Indebtedness to permit
the repurchase of the Securities as provided for in Section 4.05(b).



          (b) Within 30 days following any Change of Control Triggering Event (except as provided in the
proviso to the first sentence of Section 4.05(a)), the Company shall mail a notice (the “Change of
Control Offer”) to each Holder with a copy to the Trustee stating:




     (i) that a Change of Control Triggering Event has occurred and that such Holder has
the right to require the Company to repurchase all or a portion of such Holder’s Securities
at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and
unpaid interest to the date of repurchase (subject to the right of Holders of record on the
relevant record date to receive interest on the relevant interest payment date);




     (ii) the circumstances and relevant facts and financial information regarding such
Change of Control Triggering Event;




     (iii) the repurchase date (which shall be no earlier than 30 days nor later than 60
days from the date such notice is mailed); and




     (iv) the instructions determined by the Company, consistent with this Section 4.05,
that a Holder must follow in order to have its Securities repurchased.



          (c) Holders electing to have a Security repurchased shall be required to surrender the
Security, with an appropriate form duly completed, to the Company at the address specified in the
Change of Control Offer at least three Business Days prior to the repurchase date specified in the
Change of Control Offer. Holders shall be entitled to withdraw their election if the Trustee or
the Company receives not later than one Business Day prior to the repurchase date a telegram,
telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount
of the Security which was delivered for repurchase by the Holder and a statement that such Holder
is withdrawing his election to have such Security repurchased. Holders whose Securities



33









 







are repurchased only in part shall be issued new Securities equal in principal amount to the
unpurchased portion of the Securities surrendered.



          (d) On the repurchase date specified in the Change of Control Offer, all Securities
repurchased by the Company under this Section 4.05 shall be delivered to the Trustee for
cancelation, and the Company shall pay the purchase price plus accrued and unpaid interest to the
Holders entitled thereto.



          (e) Notwithstanding the foregoing provisions of this Section 4.05, the Company shall not be
required to make a Change of Control Offer upon a Change of Control Triggering Event if a third
party makes the Change of Control Offer in the manner, at the times and otherwise in compliance
with the requirements set forth in Section 4.05(b) applicable to a Change of Control Offer made by
the Company and repurchases all Securities validly tendered and not withdrawn under such Change of
Control Offer. A Change of Control Offer may be made in advance of a Change of Control Triggering
Event, and conditional upon the occurrence of such Change of Control Triggering Event, if a
definitive agreement for the Change of Control is in place at the time of making of the Change of
Control Offer.



          (f) At the time the Company delivers Securities to the Trustee which are to be accepted for
repurchase, the Company shall also deliver an Officers’ Certificate stating that such Securities
are to be accepted by the Company pursuant to and in accordance with the terms of this Section
4.05. A Security shall be deemed to have been accepted for repurchase at the time the Trustee,
directly or through an agent, mails or delivers payment therefor to the surrendering Holder.



          (g) Prior to any Change of Control Offer, the Company shall deliver to the Trustee an
Officers’ Certificate stating that all conditions precedent contained herein to the right of the
Company to make such offer have been complied with.



          (h) The Company shall comply, to the extent applicable, with the requirements of Section 14(e)
of the Exchange Act and any other securities laws or regulations in connection with the repurchase
of Securities pursuant to this Section 4.05. To the extent that the provisions of any securities
laws or regulations conflict with provisions of this Section 4.05, the Company shall comply with
the applicable securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.05(h) by virtue thereof.



          (i) During any period of time that (i) the Securities have Investment Grade Ratings from both
Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture, the
Company will not be subject to this Section 4.05. In the event that the Company is not subject to
this Section 4.05 for any period of time as a result of the foregoing, and on any subsequent date
one or both of the Rating Agencies (A) withdraw their Investment Grade Rating or downgrade the
rating assigned to the Securities below an Investment Grade Rating and/or (B) the Company or any of
its Affiliates enter into an agreement to effect a transaction that would result in a Change of
Control and one or more of the Rating Agencies indicate that if consummated, such



34









 







transaction (alone or together with any related recapitalization or refinancing transactions)
would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings
assigned to the Securities below an Investment Grade Rating, then the Company shall thereafter
again be subject to this Section 4.05 with respect to future events, including a proposed
transaction described in clause (B) above.



          SECTION 4.06. Compliance Certificate. The Company shall deliver to the Trustee (i)
within 120 days after the end of each fiscal year of the Company and (ii) within 10 Business days
of a written request from the Trustee, an Officers’ Certificate stating that in the course of the
performance by the signers of their duties as Officers of the Company they would normally have
knowledge of any Default and whether or not the signers know of any Default that occurred during
such period. If they do, the certificate shall describe the Default, its status and what action
the Company is taking or proposes to take with respect thereto.



          SECTION 4.07. Future Guarantors. (a) If after the Issue Date any Wholly Owned
Domestic Subsidiary of the Company (other than a Receivables Subsidiary and a Captive Insurance
Subsidiary) guarantees any Indebtedness under the Credit Agreement or has outstanding or guarantees
any other Indebtedness in excess of a De Minimis Guaranteed Amount, (b) if after the Issue Date any
Significant Domestic Subsidiary of the Company that is not a Wholly Owned Domestic Subsidiary
guarantees any Indebtedness under the Credit Agreement or (c) if after the Issue Date the Credit
Agreement does not prohibit TRW Automotive Luxembourg, if then a Subsidiary of the Company, from
guaranteeing the Securities, then such Subsidiary shall, if not already a Guarantor, execute and
deliver to the Trustee a supplemental indenture substantially in the form of Exhibit B hereto
pursuant to which such Subsidiary shall guarantee the payment of the Securities.



          (b) If TRW Automotive Holdings or TRW Automotive Intermediate Holdings becomes engaged in any
business in any material respect other than incidental to its ownership, directly or indirectly, of
Capital Stock of the Company or TRW Automotive Intermediate Holdings, as applicable, or acquires
any assets that are material, other than Capital Stock of the Company or TRW Automotive
Intermediate Holdings, as applicable, TRW Automotive Holdings or TRW Automotive Intermediate
Holdings, as applicable, shall execute and deliver to the Trustee a supplemental indenture
substantially in the form of Exhibit B hereto pursuant to which TRW Automotive Holdings or TRW
Automotive Intermediate Holdings, as applicable, shall guarantee the payment of the Securities.



          SECTION 4.08. Liens. The Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create, Incur or suffer to exist any Lien on any asset or
property of the Company or such Subsidiary, or any income or profits therefrom, or assign or convey
any right to receive income therefrom, that secures any obligations of the Company or any of its
Subsidiaries unless the Securities or Guarantees, as applicable, are equally and ratably secured
with (or on a senior basis to, in the case of obligations subordinated in right of payment to the
Securities or Guarantees, as applicable) the obligations so secured or until such time as such
obligations are no longer secured by a



35









 







Lien. The preceding sentence will not require the Company or any Subsidiary to secure the
Securities or Guarantees if the Lien consists of a Permitted Lien.



ARTICLE 5




Successor Company




          SECTION 5.01. When Company May Merge or Transfer Assets. (a) The Company shall not
consolidate or merge with or into or wind up into (whether or not the Company is the surviving
corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially
all of its properties or assets in one or more related transactions, to any Person unless:




     (i) the Company is the surviving corporation or the Person formed by or surviving any
such consolidation or merger (if other than the Company) or to which such sale, assignment,
transfer, lease, conveyance or other disposition shall have been made is a corporation,
partnership or limited liability company organized or existing under the laws of the United
States, any state thereof, the District of Columbia, or any territory thereof or a member
state of the European Union (the Company or such Person, as the case may be, being herein
called the “Successor Company”);




     (ii) the Successor Company (if other than the Company) expressly assumes all the
obligations of the Company under this Indenture and the Securities pursuant to a
supplemental indenture hereto or other documents or instruments in form reasonably
satisfactory to the Trustee;




     (iii) immediately after giving effect to such transaction no Default or Event of
Default shall have occurred and be continuing;




     (iv) each Guarantor, unless it is the other party to the transactions described above,
shall have by supplemental indentures hereto confirmed that its Guarantee shall apply to
such Person’s obligations under this Indenture and the Securities; and




     (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer and such
supplemental indenture (if any) comply with this Indenture.



          Upon the occurrence of any transaction or series of transactions that are of the type
described in, and effected in accordance with, the foregoing paragraph, the Successor Company shall
succeed to, and be substituted for, the Company under this Indenture and the Securities with the
same effect as if the Successor Company had been named as the Company in this Indenture.
Notwithstanding anything to the contrary in the foregoing, (A) any Subsidiary may consolidate with,
merge into or transfer all or part of its properties and assets to the Company or to another
Subsidiary and (B) the Company



36









 







may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company
in another state of the United States.



          (b) Subject to the provisions of Section 10.02(b) (which govern the release of a Guarantee of
a Guarantor), no Guarantor shall, and the Company shall not permit any Guarantor to, consolidate or
merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or
sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its
properties or assets in one or more related transactions to, any Person (other than the Company or
another Guarantor) unless:




     (i) such Guarantor is the surviving corporation or the Person formed by or surviving
any such consolidation or merger (if other than such Guarantor) or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been made is a
corporation, partnership or limited liability company organized or existing under the laws
of the United States, any state thereof, the District of Columbia, or any territory thereof
or a member state of the European Union (such Guarantor or such Person, as the case may be,
being herein called the “Successor Guarantor”);




     (ii) the Successor Guarantor (if other than such Guarantor) expressly assumes all the
obligations of such Guarantor under this Indenture and such Guarantor’s Guarantee pursuant
to a supplemental indenture hereto or other documents or instruments in form reasonably
satisfactory to the Trustee;




     (iii) immediately after giving effect to such transaction no Default or Event of
Default shall have occurred and be continuing; and




     (iv) the Company shall have delivered or caused to be delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or transfer and such supplemental indenture (if any) comply with this Indenture.



          Upon the occurrence of any transaction or series of transactions that are of the type
described in, and effected in accordance with, the foregoing paragraph, a Successor Guarantor shall
succeed to, and be substituted for, the predecessor Guarantor under this Indenture and the
predecessor Guarantor’s Guarantee with the same effect as if the Successor Guarantor had been named
as the Guarantor in this Indenture. Notwithstanding anything to the contrary in the foregoing, a
Guarantor may merge with an Affiliate incorporated solely for the purpose of reincorporating such
Guarantor in another state of the United States.



ARTICLE 6




Defaults and Remedies




          SECTION 6.01. Events of Default. An “Event of Default” occurs if:




37









 






     (a) the Company defaults in any payment of interest on any Security when the same
becomes due and payable, and such default continues for a period of 30 days;




     (b) the Company defaults in the payment of principal or premium, if any, of any
Security when due at its Stated Maturity, upon optional redemption, upon required
repurchase, upon declaration or otherwise;




     (c) the Company fails to comply with Section 5.01;




     (d) the Company fails to comply with any of its obligations under Section 4.05 and
such failure continues for 30 days after the written notice to the Company specified below;




     (e) the Company fails to comply with any of its obligations under Section 4.02 and
such failure continues for 120 days after receipt of the written notice to the Company
specified below;




     (f) the Company or any Guarantor fails to comply with any of its agreements in the
Securities or this Indenture (other than those referred to in (a), (b), (c), (d), or (e)
above) and such failure continues for 60 days after the written notice to the Company
specified below;




     (g) the Company or any Significant Subsidiary of the Company fails to pay any
Indebtedness (other than Indebtedness owing to the Company or a Subsidiary) within any
applicable grace period after final maturity or the acceleration of any such Indebtedness
by the holders thereof because of a default and the total amount of such Indebtedness
unpaid or accelerated exceeds $75.0 million or its foreign currency equivalent at the time
and such failure continues for 10 days after the written notice to the Company specified
below;




     (h) the Company or any Significant Subsidiary of the Company pursuant to or within
the meaning of any Bankruptcy Law:




     (i) commences a voluntary case;




     (ii) consents to the entry of an order for relief against it in an involuntary
case;




     (iii) consents to the appointment of a Custodian of it or for any substantial
part of its property; or




     (iv) makes a general assignment for the benefit of its creditors;




or takes any comparable action under any foreign laws relating to insolvency;




     (i) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:



38









 






     (i) is for relief against the Company or any Significant Subsidiary of the
Company in an involuntary case;




     (ii) appoints a Custodian of the Company or any Significant Subsidiary of the
Company or for any substantial part of its property; or




     (iii) orders the winding up or liquidation of the Company or any Significant
Subsidiary of the Company;




or any similar relief is granted under any foreign laws and the order or decree remains
unstayed and in effect for 60 days; or




     (j) any Guarantee of a Significant Subsidiary of the Company ceases to be in full
force and effect (except as contemplated by the terms thereof) or any Guarantor denies or
disaffirms its obligations under this Indenture or any Guarantee and such Default continues
for 10 days after the written notice to the Company specified below.



          The foregoing shall constitute Events of Default whatever the reason for any such Event of
Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body.



          The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state
law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee,
liquidator, custodian or similar official under any Bankruptcy Law.



          A Default under clause (d), (e), (f), (g) or (j) above shall not constitute an Event of
Default until the Trustee notifies the Company or the Holders of at least 25% in principal amount
of the outstanding Securities notify the Company and the Trustee of the Default and the Company or
the Guarantor, as applicable, does not cure such Default within the time specified in such clause
after receipt of such notice. Such notice must specify the Default, demand that it be remedied and
state that such notice is a “Notice of Default”.



          The Company shall deliver to the Trustee, as soon as possible and in any event within five
days after the Company becomes aware of the occurrence of any Default or Event of Default, an
Officers’ Certificate setting forth the details of such Event of Default or Default and the action
which the Company proposes to take with respect thereto.



          SECTION 6.02. Acceleration. (a) If an Event of Default (other than an Event of
Default specified in Section 6.01(h) or (i) with respect to the Company) occurs and is continuing,
the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the
outstanding Securities by notice to the Company and the Trustee, may declare the principal of,
premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. Upon
such a declaration, such principal and interest



39









 







shall be due and payable immediately. If an Event of Default specified in Section 6.01(h) or
(i) with respect to the Company occurs, the principal of, premium, if any, and interest on all the
Securities shall ipso facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount
of the Securities by notice to the Trustee may rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing Events of Default
have been cured or waived except nonpayment of principal or interest that has become due solely
because of acceleration. No such rescission shall affect any subsequent Default or impair any
right consequent thereto.



          (b) In the case of an Event of Default specified in Section 6.01(g) above, such Event of
Default and all consequences thereof (excluding, however, any resulting Event of Default specified
in Section 6.01(a) or (b)) will be annulled, waived and rescinded with respect to the Securities,
automatically and without any action by the Trustee or the Holders, if within 60 days after such
Event of Default first arose the Company delivers an Officers’ Certificate to the Trustee stating
that (i) the Indebtedness that is the basis for such Event of Default has been discharged, (ii) the
holders of the Indebtedness that is the basis for such Event of Default have rescinded or waived
the acceleration, notice or action (as the case may be) giving rise to such Event of Default or
(iii) the default that is the basis for such Event of Default has been cured; provided,
however, that a prior acceleration of the principal amount of the Securities shall not be
annulled, waived or rescinded upon the occurrence of any event described in clause (i), (ii) or
(iii) of this Section 6.02(b).



          SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the
Trustee may pursue any available remedy to collect the payment of principal of or interest on the
Securities or to enforce the performance of any provision of the Securities or this Indenture.



          The Trustee may maintain a proceeding even if it does not possess any of the Securities or
does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder
in exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive
of any other remedy. All available remedies are cumulative.



          SECTION 6.04. Waiver of Past Defaults. The Holders of a majority in principal amount
of the Securities by notice to the Trustee may waive an existing Default and its consequences
except (a) a Default in the payment of the principal of or interest on a Security, (b) a Default
arising from the failure to redeem or purchase any Security when required pursuant to the terms of
this Indenture or (c) a Default in respect of a provision that under Section 9.02 cannot be amended
without the consent of each Holder affected thereby. When a Default is waived, it is deemed cured,
but no such waiver shall extend to any subsequent or other Default or impair any consequent right.



40









 





          SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of
the Securities may direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or of exercising any trust or power conferred on the Trustee. However,
the Trustee may refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any
other Holder or that would involve the Trustee in personal liability; provided,
however, that the Trustee may take any other action deemed proper by the Trustee that is
not inconsistent with such direction. Prior to taking any action under this Indenture, the Trustee
shall be entitled to indemnification satisfactory to it in its sole discretion against all losses
and expenses caused by taking or not taking such action.



          SECTION 6.06. Limitation on Suits. (a) Except to enforce the right to receive
payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with
respect to this Indenture or the Securities unless:




     (i) the Holder gives to the Trustee written notice stating that an Event of Default is
continuing;




     (ii) the Holders of at least 25% in principal amount of the Securities make a written
request to the Trustee to pursue the remedy;




     (iii) such Holder or Holders offer to the Trustee reasonable security or indemnity
satisfactory to it against any loss, liability or expense;




     (iv) the Trustee does not comply with the request within 60 days after receipt of the
request and the offer of security or indemnity; and




     (v) the Holders of a majority in principal amount of the Securities do not give the
Trustee a direction inconsistent with the request during such 60-day period.



          (b) A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain
a preference or priority over another Holder.



          SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any other
provision of this Indenture, the right of any Holder to receive payment of principal of and
interest on the Securities held by such Holder, on or after the respective due dates expressed or
provided for in the Securities, or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the consent of such Holder.



          SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in Section
6.01(a) or (b) occurs and is continuing, the Trustee may recover judgment in its own name and as
trustee of an express trust against the Company or any other obligor on the Securities for the
whole amount then due and owing (together with interest on overdue principal and (to the extent
lawful) on any unpaid interest at the rate provided for in the Securities) and the amounts provided
for in Section 7.06.



41









 





          SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of
claim and other papers or documents as may be necessary or advisable in order to have the claims of
the Trustee and the Holders allowed in any judicial proceedings relative to the Company or any
Guarantor, their creditors or their property and, unless prohibited by law or applicable
regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other
Person performing similar functions, and any Custodian in any such judicial proceeding is hereby
authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the Trustee any amount
due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and its counsel, and any other amounts due the Trustee under Section 7.06.



          SECTION 6.10. Priorities. If the Trustee collects any money or property pursuant to
this Article 6, it shall pay out the money or property in the following order:



          FIRST: to the Trustee for amounts due under Section 7.06;



     SECOND: to Holders for amounts due and unpaid on the Securities for principal and
interest, ratably, without preference or priority of any kind, according to the amounts due
and payable on the Securities for principal and interest, respectively; and



          THIRD: to the Company.



          The Trustee may fix a record date and payment date for any payment to Holders pursuant to this
Section 6.10. At least 15 days before such record date, the Trustee shall mail to each Holder and
the Company a notice that states the record date, the payment date and amount to be paid.



          SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion may assess
reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in
the suit, having due regard to the merits and good faith of the claims or defenses made by the
party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the
Securities.



          SECTION 6.12. Waiver of Stay or Extension Laws. Neither the Company nor any Guarantor
(to the extent it may lawfully do so) shall at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company and each Guarantor (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede
the execution



42









 







of any power herein granted to the Trustee, but shall suffer and permit the execution of every
such power as though no such law had been enacted.



ARTICLE 7




Trustee




          SECTION 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is
continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use
the same degree of care and skill in their exercise as a prudent person would exercise or use under
the circumstances in the conduct of such person’s own affairs.



          (b) Except during the continuance of an Event of Default:




     (i) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and




     (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture. However, in the case of certificates or opinions required by any provision
hereof to be provided to it, the Trustee shall examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture (but need not
confirm or investigate the accuracy of mathematical calculations or other facts stated
therein).




     (c) The Trustee may not be relieved from liability for its own grossly negligent action, its
own grossly negligent failure to act or its own wilful misconduct, except that:




     (i) this paragraph does not limit the effect of paragraph (b) of this Section;




     (ii) the Trustee shall not be liable for any error of judgment made in good faith by a
Trust Officer unless it is proved that the Trustee was grossly negligent in ascertaining
the pertinent facts;




     (iii) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.05;
and




     (iv) no provision of this Indenture shall require the Trustee to expend or risk its
own funds or otherwise incur financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers.



          (d) Every provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section.



43









 





          (e) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Company.



          (f) Money held in trust by the Trustee need not be segregated from other funds except to the
extent required by law.



          (g) Every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section 7.01.



          SECTION 7.02. Rights of Trustee. (a) The Trustee may conclusively rely on any
document believed by it to be genuine and to have been signed or presented by the proper person.
The Trustee need not investigate any fact or matter stated in the document.



          (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on the Officers’ Certificate or Opinion of Counsel.



          (c) The Trustee may act through agents or a co-Trustee and shall not be responsible for the
misconduct or negligence of any agent appointed with due care.



          (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
which it believes to be authorized or within its rights or powers.



          (e) The Trustee may consult with counsel of its own selection and the advice or opinion of
counsel with respect to legal matters relating to this Indenture and the Securities shall be full
and complete authorization and protection from liability in respect of any action taken, omitted or
suffered by it hereunder in good faith and in accordance with the advice or opinion of such
counsel.



          (f) The Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond, debenture, note or other paper or document unless requested in writing to do
so by the Holders of not less than a majority in principal amount of the Securities at the time
outstanding and indemnified in connection therewith, but the Trustee, in its discretion, may make
such further inquiry or investigation into such facts or matters as it may see fit, and, if the
Trustee shall determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent or attorney, at the
expense of the Company and shall incur no liability of any kind by reason of such inquiry or
investigation.



          (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture,
unless such Holders shall have offered to the Trustee security



44









 







or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction.



          (h) The rights, privileges, protections, immunities and benefits given to the Trustee,
including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in
each of its capacities hereunder, and each agent, custodian and other Person employed to act
hereunder.



          (i) The recitals contained herein are made by the Company and not by the Trustee and neither
the Trustee nor the Paying Agent assumes any responsibility for the correctness thereof. The
Trustee makes no representation as to the validity or sufficiency of this Indenture, the Guarantees
or any calculations performed by the Company.



          (j) In no event shall the Trustee or the Paying Agent be responsible or liable for any failure
or delay in the performance of its obligations hereunder arising out of or caused by, directly or
indirectly, forces beyond its control, including strikes, work stoppages, accidents, acts of war or
terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer (software and
hardware) services; it being understood that the Trustee or the Paying Agent shall use reasonable
efforts which are consistent with accepted practices in the banking industry to resume performance
as soon as practicable under the circumstances.



          (k) In no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including loss of profit) irrespective of
whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the
form of action.



          (l) Any request or direction of the Company mentioned herein shall be sufficiently evidenced
by a written order of the Company and any resolution of the Board of Directors may be sufficiently
evidenced by a resolution of the Board of Directors.



          (m) The rights, privileges, protections, immunities and benefits given to the Trustee,
including its right to be indemnified, are extended to, and shall be enforceable by, The Bank of
New York Mellon in each of its capacities hereunder, and each agent, custodian and other Person
employed to act hereunder, except that under no circumstances shall the Paying Agent be deemed to
owe any fiduciary duty to the Company, the Guarantors, or the Holders.



          (n) The Trustee may request that the Company and any Guarantor deliver a certificate setting
forth the names of individuals or titles of officers authorized at such time to take specified
actions pursuant to the Indenture.



          SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any
other capacity may become the owner or pledgee of Securities and may otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying
Agent or Registrar may do the same with like rights. However, the Trustee must comply with Section
7.09.




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          SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and
makes no representation as to the validity or adequacy of this Indenture, any Guarantee or the
Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities,
and it shall not be responsible for any statement of the Company or any Guarantor in this Indenture
or in any document issued in connection with the sale of the Securities or in the Securities other
than the Trustee’s certificate of authentication. The Trustee shall not be charged with knowledge
of any Default or Event of Default under Sections 6.01(c), (d), (e), (f), (g), (h) or (i) or of the
identity of any Significant Subsidiary unless a Trust Officer of the Trustee shall have received
written notice thereof in accordance with Section 11.01 from the Company, the Guarantor or any
Holder referencing this Indenture and the specific Default or Event of Default.



          SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and if in the
case of an Event of Default specified in Section 6.01(a) or (b) it is actually known to the
Trustee, or otherwise, if the Trustee has received written notice thereof, the Trustee shall mail
to each Holder notice of the Default within the earlier of 90 days after it occurs or 30 days after
it is actually known to a Trust Officer in the event of a payment default under Section 6.01(a) or
6.01(b) or written notice of it is received by a Trust Officer of the Trustee. Except in the case
of a Default in the payment of principal of, premium (if any) or interest on any Security, the
Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith
determines that withholding the notice is in the interests of the Holders.



          SECTION 7.06. Compensation and Indemnity. The Company shall pay to the Trustee from
time to time reasonable compensation for its services. The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company shall reimburse
the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services. Such expenses
shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s
agents, counsel, accountants and experts. The Company and each Guarantor, jointly and severally,
shall indemnify the Trustee (which for the purposes of this Section 7.06 shall include its
directors, officers, employees and agents) against any and all loss, liability, claim, damage or
expense (including reasonable attorneys’ fees and expenses) incurred by or in connection with the
administration of this trust and the performance of its duties hereunder. The Trustee shall notify
the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge
thereof; provided, however, that any failure so to notify the Company shall not
relieve the Company or any Guarantor of its indemnity obligations hereunder. The Company shall
defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s
expense in the defense. Such indemnified parties may have separate counsel and the Company and the
Guarantors, as applicable shall pay the fees and expenses of such counsel; provided,
however, that the Company shall not be required to pay such fees and expenses if it assumes
such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is
no conflict of interest between the Company and the Guarantors, as applicable, and such parties in
connection with such defense. The Company need not reimburse any expense



46









 







or indemnify against any loss, liability or expense incurred by an indemnified party solely
attributable to such party’s own willful misconduct, gross negligence or bad faith.



          To secure the Company’s payment obligations in this Section 7.01, the Trustee shall have a
lien prior to the Securities on all money or property held or collected by the Trustee other than
money or property held in trust to pay principal of and interest on particular Securities.



          The Company’s payment and indemnity obligations pursuant to this Section 7.06 shall also
extend to the Registrar and Paying Agent hereunder, and survive the satisfaction or discharge of
this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the
resignation or removal of the Trustee. Without prejudice to any other rights available to the
Trustee under applicable law, when the Trustee incurs expenses after the occurrence of a Default
specified in Section 6.01(h) or (i) with respect to the Company, the expenses are intended to
constitute expenses of administration under the Bankruptcy Law.



          SECTION 7.07. Replacement of Trustee. (a) The Trustee may resign at any time by so
notifying the Company. The Holders of a majority in principal amount of the Securities may remove
the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Company shall
remove the Trustee if:




        (i) the Trustee fails to comply with Section 7.09;




        (ii) the Trustee is adjudged bankrupt or insolvent;




        (iii) a receiver or other public officer takes charge of the Trustee or its property;
or




        (iv) the Trustee otherwise becomes incapable of acting.



          (b) If the Trustee resigns, is removed by the Company or by the Holders of a majority in
principal amount of the Securities and such Holders do not reasonably promptly appoint a successor
Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event
being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee.



          (c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to the
Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided for in Section 7.06.



          (d) If a successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee or the Holders of 10% in



47









 







principal amount of the Securities may petition at the expense of the Company any court of
competent jurisdiction for the appointment of a successor Trustee.



          (e) If the Trustee fails to comply with Section 7.09, unless the Trustee’s duty to resign is
stayed as provided in Section 310(b) of the TIA, any Holder who has been a bona fide holder of a
Security for at least six months may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.



          (f) Notwithstanding the replacement of the Trustee pursuant to this Section 7.07, the
Company’s obligations under Section 7.06 shall continue for the benefit of the retiring Trustee.



          SECTION 7.08. Successor Trustee by Merger. If the Trustee consolidates with, merges
or converts into, or transfers all or substantially all its corporate trust business or assets to,
another corporation or banking association, the resulting, surviving or transferee corporation
without any further act shall be the successor Trustee.



          In case at the time such successor or successors by merger, conversion or consolidation to the
Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so authenticated; and in
case at that time any of the Securities shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the
name of the successor to the Trustee; and in all such cases such certificates shall have the full
force which it is anywhere in the Securities or in this Indenture provided that the certificate of
the Trustee shall have.



          SECTION 7.09. Eligibility; Disqualification. The Trustee shall at all times satisfy
the requirements of Section 310(a) of the TIA. The Trustee shall have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published annual report of
condition. The Trustee shall comply with Section 310(b) of the TIA, subject to its right to apply
for a stay of its duty to resign under the penultimate paragraph of Section 310(b) of the TIA;
provided, however, that there shall be excluded from the operation of Section
310(b)(1) of the TIA any indenture or indentures under which other securities or certificates of
interest or participation in other securities of the Company are outstanding if the requirements
for such exclusion set forth in Section 310(b)(1) of the TIA are met.



ARTICLE 8




Discharge of Indenture; Defeasance




          SECTION 8.01. Discharge of Liability on Securities; Defeasance. (a) When (i) all
outstanding Securities (other than Securities replaced or paid pursuant to Section 2.08) have been
canceled or delivered to the Trustee for cancelation or (ii) all



48









 





outstanding Securities have become due and payable, whether at maturity or as a result of the
mailing of a notice of redemption pursuant to Article 3, and the Company irrevocably deposits with
the Trustee funds in an amount sufficient or U.S. Government Obligations, the principal of and
interest on which will be sufficient, or a combination thereof sufficient, in the written opinion
of a firm of independent public accountants delivered to the Trustee (which delivery shall only be
required if U.S. Government Obligations have been so deposited), to pay the principal of and
interest on the outstanding Securities when due at maturity or upon redemption of, including
interest thereon to maturity or such redemption date (other than Securities replaced or paid
pursuant to Section 2.08) and if in either case the Company pays all other sums payable hereunder
by the Company, then this Indenture shall, subject to Section 8.01(c), cease to be of further
effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of
the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and
expense of the Company.



          (b) Subject to Sections 8.01(c) and 8.02, the Company at any time may terminate (i) all of its
obligations under the Securities and this Indenture (“legal defeasance option”) or (ii) its
obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.07 and 4.08 and the operation of Section 5.01
and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries
of the Company only), 6.01(h) (with respect to Significant Subsidiaries of the Company only) and
6.01(i) (“covenant defeasance option”). The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option. In the event that the
Company terminates all of its obligations under the Securities and this Indenture by exercising its
legal defeasance option or its covenant defeasance option, the obligations of each Guarantor under
its Guarantee shall be terminated simultaneously with the termination of such obligations.



          If the Company exercises its legal defeasance option, payment of the Securities may not be
accelerated because of an Event of Default. If the Company exercises its covenant defeasance
option, payment of the Securities may not be accelerated because of an Event of Default specified
in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Sections 4.03, 4.04, 4.07 and 4.08
only), 6.01(g), 6.01(h) (with respect to Significant Subsidiaries only), 6.01(i) (with respect to
Significant Subsidiaries only) or 6.01(j).



          Upon satisfaction of the conditions set forth herein and upon request of the Company, the
Trustee shall acknowledge in writing the discharge of those obligations that the Company
terminates.



          (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections 2.04,
2.05, 2.06, 2.07, 2.08, 2.09, 7.06, 7.07 and in this Article 8 shall survive until the Securities
have been paid in full. Thereafter, the Company’s obligations in Sections 7.06, 8.05 and 8.06
shall survive such satisfaction and discharge.



          SECTION 8.02. Conditions to Defeasance. (a) The Company may exercise its legal
defeasance option or its covenant defeasance option only if:



49









 






     (i) the Company irrevocably deposits in trust with the Trustee money in an amount
sufficient or U.S. Government Obligations, the principal of and the interest on which will
be sufficient, or a combination thereof sufficient, to pay the principal of, and premium,
if any, and interest on the Securities when due at maturity or redemption, as the case may
be, including interest thereon to maturity or such redemption date;




     (ii) the Company delivers to the Trustee a certificate from a nationally recognized
firm of independent accountants expressing their opinion that the payments of principal and
interest when due and without reinvestment on the deposited U.S. Government Obligations
plus any deposited money without investment will provide cash at such times and in such
amounts as will be sufficient to pay principal, premium, if any, and interest when due on
all the Securities to maturity or redemption, as the case may be;




     (iii) 123 days pass after the deposit is made and during the 123-day period no Default
specified in Section 6.01(h) or (i) with respect to the Company occurs which is continuing
at the end of the period;




     (iv) the deposit does not constitute a default under any other agreement binding on
the Company;




     (v) in the case of the legal defeasance option, the Company shall have delivered to
the Trustee an Opinion of Counsel, subject to customary assumptions and exclusions, stating
that (A) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling, or (B) since the date of this Indenture there has been a change
in the applicable Federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income,
gain or loss for Federal income tax purposes as a result of such deposit and defeasance and
will be subject to Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such deposit and defeasance had not occurred;




     (vi) in the case of the covenant defeasance option, the Company shall have delivered
to the Trustee an Opinion of Counsel, subject to customary assumptions and exclusions, to
the effect that the Holders will not recognize income, gain or loss for Federal income tax
purposes as a result of such deposit and defeasance and will be subject to Federal income
tax on the same amounts, in the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred;




     (vii) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel (subject to customary assumptions and exclusions), each stating that all conditions
precedent to the defeasance and discharge of the Securities as contemplated by this Article
8 have been complied with; and



50









 






     (viii) the Company and/or the Guarantors shall have paid all other amounts due under
this Indenture.



          (b) Before or after a deposit, the Company may make arrangements satisfactory to the Trustee
for the redemption of Securities at a future date in accordance with Article 3.



          SECTION 8.03. Application of Trust Money. The Trustee shall hold in trust money or
U.S. Government Obligations deposited with it pursuant to this Article 8. It shall apply the
deposited money and the money from U.S. Government Obligations through the Paying Agent and in
accordance with this Indenture to the payment of principal of and interest on the Securities.



          SECTION 8.04. Repayment to Company. Each of the Trustee and the Paying Agent shall
promptly turn over to the Company upon request any money or U.S. Government Obligations held by it
as provided in this Article 8 which, in the written opinion of nationally recognized firm of
independent public accountants delivered to the Trustee (which delivery shall only be required if
U.S. Government Obligations have been so deposited), are in excess of the amount thereof which
would then be required to be deposited to effect an equivalent discharge or defeasance in
accordance with this Article 8.



          Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay
to the Company upon written request any money held by them for the payment of principal or interest
that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to
the Company for payment as general creditors, and the Trustee and the Paying Agent shall have no
further liability with respect to such monies.



          SECTION 8.05. Indemnity for Government Obligations. The Company shall pay and shall
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited
U.S. Government Obligations or the principal and interest received on such U.S. Government
Obligations.



          SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is unable to apply any
money or U.S. Government Obligations in accordance with this Article 8 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company’s obligations under this
Indenture and the Securities shall be revived and reinstated as though no deposit had occurred
pursuant to this Article 8 until such time as the Trustee or Paying Agent is permitted to apply all
such money or U.S. Government Obligations in accordance with this Article 8; provided,
however, that, if the Company has made any payment of principal of or interest on any
Securities because of the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Securities to receive such payment from the money or U.S. Government
Obligations held by the Trustee or Paying Agent.



51









 





ARTICLE 9




Amendments and Waivers




          SECTION 9.01. Without Consent of Holders. The Company, the Guarantors and the Trustee
may amend this Indenture or the Securities without notice to or consent of any Holder:




     (1) to cure any ambiguity, omission, defect or inconsistency;




     (2) to comply with Article 5;




     (3) to provide for uncertificated Securities in addition to or in place of
certificated Securities; provided, however, that the uncertificated
Securities are issued in registered form for purposes of Section 163(f) of the Code or in a
manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the
Code;




     (4) to add additional Guarantees with respect to the Securities or to secure the
Securities;




     (5) to add to the covenants of the Company for the benefit of the Holders or to
surrender any right or power herein conferred upon the Company;




     (6) to make any change that does not adversely affect the rights of any Holder;




     (7) to provide for the issuance of Additional Securities, which shall have terms
substantially identical in all material respects to any outstanding Securities, and which
shall be treated, together with any outstanding Securities, as a single issue of
securities; or




     (8) to conform the text of this Indenture or the Securities to any provision of the
“Description of the Notes” section in the Offering Memorandum dated November 18, 2009
relating to the Securities to the extent that such provision of the “Description of the
Notes” section of such Offering Memorandum was intended to be a verbatim recitation of a
provision of this Indenture or the Securities.



          After an amendment under this Section 9.01 becomes effective, the Company shall mail to
Holders a notice briefly describing such amendment. The failure to give such notice to all
Holders, or any defect therein, shall not impair or affect the validity of an amendment under this
Section 9.01.



          SECTION 9.02. With Consent of Holders. (a) The Company, the Guarantors and the
Trustee may amend this Indenture or the Securities without notice to any Holder but with the
written consent of the Holders of at least a majority in principal amount of the Securities then
outstanding (including consents obtained in connection



52









 







with a tender offer or exchange for the Securities). However, without the consent of each
Holder affected, an amendment may not:




     (i) reduce the amount of Securities whose Holders must consent to an amendment;




     (ii) reduce the rate of or extend the time for payment of interest or additional
interest on any Security;




     (iii) reduce the principal of or extend the Stated Maturity of any Security;




     (iv) reduce the premium payable upon the redemption of any Security or change the time
at which any Security may be redeemed in accordance with Article 3;




     (v) make any Security payable in money other than that stated in the Security;




     (vi) make any change in Section 6.04 or 6.07 or the second sentence of this Section
9.02; or




     (vii) modify the Guarantees in any manner adverse to the Holders.



          It shall not be necessary for the consent of the Holders under this Section 9.02 to approve
the particular form of any proposed amendment, but it shall be sufficient if such consent approves
the substance thereof.



          After an amendment under this Section 9.02 becomes effective, the Company shall mail to
Holders a notice briefly describing such amendment. The failure to give such notice to all
Holders, or any defect therein, shall not impair or affect the validity of an amendment under this
Section 9.02.



          SECTION 9.03. Revocation and Effect of Consents and Waivers. (a) A consent to an
amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder
of that Security or portion of the Security that evidences the same debt as the consenting Holder’s
Security, even if notation of the consent or waiver is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or
portion of the Security if the Trustee receives the notice of revocation before the date on which
the Trustee receives an Officers’ Certificate from the Company certifying that the requisite
percentage of consents have been received. After an amendment or waiver becomes effective, it
shall bind every Holder. An amendment or waiver becomes effective upon the (i) receipt by the
Company or the Trustee of the requisite number of consents, (ii) satisfaction of conditions to
effectiveness as set forth in this Indenture and any indenture supplemental hereto containing such
amendment or waiver and (iii) execution of such amendment or waiver (or supplemental indenture) by
the Company and the Trustee.



53









 





          (b) The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to give their consent or take any other action described above or
required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only those Persons, shall be entitled to give such
consent or to revoke any consent previously given or to take any such action, whether or not such
Persons continue to be Holders after such record date. No such consent shall be valid or effective
for more than 120 days after such record date.



          SECTION 9.04. Notation on or Exchange of Securities. If an amendment changes the
terms of a Security, the Trustee may require the Holder of the Security to deliver it to the
Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms
and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the
Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security
that reflects the changed terms. Failure to make the appropriate notation or to issue a new
Security shall not affect the validity of such amendment.



          SECTION 9.05. Trustee to Sign Amendments. The Trustee shall sign any amendment
authorized pursuant to this Article 9 if the amendment does not adversely affect the rights,
duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign
it. In signing such amendment the Trustee shall be entitled to receive indemnity reasonably
satisfactory to it and shall be provided with, and (subject to Section 7.01) shall be fully
protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such
amendment is authorized or permitted by this Indenture and that such amendment is the legal, valid
and binding obligation of the Company and the Guarantors enforceable against them in accordance
with its terms, subject to customary exceptions, and complies with the provisions hereof.



          SECTION 9.06. Payment for Consent. Neither the Company nor any Affiliate of the
Company shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Securities unless such
consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the
time frame set forth in solicitation documents relating to such consent, waiver or agreement.



ARTICLE 10




Guarantees




          SECTION 10.01. Guarantees. (a) Each Guarantor hereby jointly and severally
irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to
each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment
when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all
obligations of the Company under this Indenture




54












 




(including obligations to the Trustee) and the Securities, whether for payment of principal of
or interest on the Securities and all other monetary obligations of the Company under this
Indenture and the Securities and (ii) the full and punctual performance within applicable grace
periods of all other obligations of the Company whether for fees, expenses, indemnification or
otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively
called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed
Obligations may be extended or renewed, in whole or in part, without notice or further assent from
each such Guarantor, and that each such Guarantor shall remain bound under this Article 10
notwithstanding any extension or renewal of any Guaranteed Obligation.




          (b) Each Guarantor waives presentation to, demand of payment from and protest to the Company
of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each
Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The
obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or
the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or
any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any
extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any
of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the
release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of
them; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other
guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor,
except as provided in Section 10.02(b).



          (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations
hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than
the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to
have the assets of the Company first be used and depleted as payment of the Company’s or such
Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor
hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the
Company be sued prior to an action being initiated against such Guarantor.



          (d) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of
payment, performance and compliance when due (and not a guarantee of collection) and waives any
right to require that any resort be had by any Holder or the Trustee to any security held for
payment of the Guaranteed Obligations.



          (e) Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of
each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or
termination for any reason, including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or
termination whatsoever or by reason of the invalidity, illegality or unenforceability of the
Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by
the failure of any Holder or the



55









 







Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the
Securities or any other agreement, by any waiver or modification of any thereof, by any default,
failure or delay, wilful or otherwise, in the performance of the obligations, or by any other act
or thing or omission or delay to do any other act or thing which may or might in any manner or to
any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any
Guarantor as a matter of law or equity.



          (f) Each Guarantor agrees that its Guarantee shall remain in full force and effect until
payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its
Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any
time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is
rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or
reorganization of the Company or otherwise.



          (g) In furtherance of the foregoing and not in limitation of any other right which any Holder
or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of
the Company to pay the principal of or interest or additional interest, if any, on any Guaranteed
Obligation when and as the same shall become due, whether at maturity, by acceleration, by
redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each
Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith
pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i)
the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on
such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all
other monetary obligations of the Company to the Holders and the Trustee.



          (h) Each Guarantor agrees that it shall not be entitled to any right of subrogation in
relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in
full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one
hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed
Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any
Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of
any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such
Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by
such Guarantor for the purposes of this Section 10.01.



          (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable
attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under
this Section 10.01.



          (j) Upon request of the Trustee, each Guarantor shall execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.



56









 





          SECTION 10.02. Limitation on Liability. (a) Any term or provision of this Indenture
to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations
guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby
guaranteed without rendering this Indenture, as it relates to such Guarantor, voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting
the rights of creditors generally.



          (b) A Guarantee as to any Guarantor shall terminate and be of no further force or effect and
such Guarantor shall be deemed to be released from all obligations under this Article 10:




     (i) Upon the sale or other disposition (including through merger or consolidation) of
the Capital Stock, or all or substantially all the assets, of such Guarantor to a Person or
a group of Persons that is not (either before or after giving effect to such sale or other
disposition) the Company or any of its Subsidiaries; or




     (ii) upon the valid exercise by the Company of the legal defeasance option or the
covenant defeasance option pursuant to Article 8; or




     (iii) in the case of any Wholly Owned Domestic Subsidiary of the Company, if such
Guarantor does not guarantee any Indebtedness under the Credit Agreement or have
outstanding or guarantee any other Indebtedness in excess of a De Minimis Guaranteed
Amount; or




     (iv) in the case of any Significant Domestic Subsidiary of the Company that is not a
Wholly Owned Subsidiary, if such Guarantor ceases to be a Significant Subsidiary of the
Company or ceases to guarantee any Indebtedness under the Credit Agreement; or




     (v) in the case of TRW Automotive Luxembourg, and to the extent TRW Automotive
Luxembourg is a Guarantor, if such Guarantor ceases to guarantee any Indebtedness under the
Credit Agreement.


A Guarantee also shall be automatically released upon the applicable Subsidiary ceasing to be a
Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank
Indebtedness or other exercise of remedies in respect thereof.




          SECTION 10.03. Successors and Assigns. This Article 10 shall be binding upon each
Guarantor and its successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by
any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture
and in the Securities shall automatically extend to and be vested in such transferee or assignee,
all subject to the terms and conditions of this Indenture.



57









 





          SECTION 10.04. No Waiver. Neither a failure nor a delay on the part of either the
Trustee or the Holders in exercising any right, power or privilege under this Article 10 shall
operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or
further exercise of any right, power or privilege. The rights, remedies and benefits of the
Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other
rights, remedies or benefits which either may have under this Article 10 at law, in equity, by
statute or otherwise.



          SECTION 10.05. Modification. No modification, amendment or waiver of any provision of
this Article 10, nor the consent to any departure by any Guarantor therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Trustee, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for which given. No
notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or
further notice or demand in the same, similar or other circumstances.



          SECTION 10.06. Execution of Supplemental Indenture for Future Guarantors. Each
Subsidiary and other Person which is required to become a Guarantor pursuant to Section 4.07 shall
promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit B
hereto pursuant to which such Subsidiary shall become a Guarantor under this Article 10 and shall
guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such
supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an
Officers’ Certificate to the effect that such supplemental indenture has been duly authorized,
executed and delivered by such Subsidiary or other Person and that, subject to the application of
bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws
relating to creditors’ rights generally and to the principles of equity, whether considered in a
proceeding at law or in equity, the Guarantee of such Guarantor is a legal, valid and binding
obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and
or to such other matters as the Trustee may reasonably request.



          SECTION 10.07. Non-Impairment. The failure to endorse a Guarantee on any Security
shall not affect or impair the validity thereof.



ARTICLE 11




Miscellaneous




          SECTION 11.01. Notices. (a) Any notice, request or communication shall be in writing
and delivered in person, via facsimile, mailed by first-class mail (postage prepaid) or courier
addressed as follows:



58









 





if to the Company or any Guarantor:




TRW Automotive Inc.

12001 Tech Center Drive

Livonia, MI 48150

Attention of: General Counsel

Facsimile: (734) 855-2473




if to the Trustee:




The Bank of New York Mellon

101 Barclay Street

Floor 4- East

New York, New York 10286




Attention of: International Corporate Trust

Facsimile: 212-815-5366



The Company or the Trustee by notice to the other may designate additional or different addresses
for subsequent notices or communications.




          (b) Any notice or communication mailed to a Holder shall be mailed, first-class mail (postage
prepaid), to the Holder at the Holder’s address as it appears on the registration books of the
Registrar and shall be sufficiently given if so mailed within the time prescribed or in accordance
with applicable rules of the Depositary (as defined in the Appendix).



          (c) Failure to mail a notice or communication to a Holder or any defect in it shall not affect
its sufficiency with respect to other Holders. If a notice or communication is mailed in the
manner provided above, it is duly given, whether or not the addressee receives it.



          SECTION 11.02. Communication by Holders with Other Holders. Holders may communicate
pursuant to Section 312(b) of the TIA with other Holders with respect to their rights under this
Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of Section 312(c) of the TIA.



          SECTION 11.03. Certificate and Opinion as to Conditions Precedent. Upon any request
or application by the Company to the Trustee to take or refrain from taking any action under this
Indenture, the Company shall furnish to the Trustee:




     (a) an Officers’ Certificate in form reasonably satisfactory to the Trustee stating
that, in the opinion of the signers, all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with; and




59












 






     (b) an Opinion of Counsel in form reasonably satisfactory to the Trustee stating
that, in the opinion of such counsel, all such conditions precedent have been complied
with.



          SECTION 11.04. Statements Required in Certificate or Opinion. Each certificate or
opinion with respect to compliance with a covenant or condition provided for in this Indenture
(other than pursuant to Section 4.06) shall include:




     (a) a statement that the individual making such certificate or opinion has read such
covenant or condition;




     (b) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




     (c) a statement that, in the opinion of such individual, he has made such examination
or investigation as is necessary to enable him to express an informed opinion as to whether
or not such covenant or condition has been complied with; and




     (d) a statement as to whether or not, in the opinion of such individual, such
covenant or condition has been complied with.



          SECTION 11.05. When Securities Disregarded. In determining whether the Holders of the
required principal amount of Securities have concurred in any direction, waiver or consent,
Securities owned by the Company, any Guarantor or by any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Company or any Guarantor shall
be disregarded and deemed not to be outstanding, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, waiver or consent, only
Securities which the Trustee knows are so owned shall be so disregarded. Subject to the foregoing,
only Securities outstanding at the time shall be considered in any such determination.



          SECTION 11.06. Rules by Trustee, Paying Agent and Registrar. The Trustee may make
reasonable rules for action by or a meeting of Holders. The Registrar and the Paying Agent may
make reasonable rules for their functions.



          SECTION 11.07. Legal Holidays. If a payment date is not a Business Day, payment shall
be made on the next succeeding day that is a Business Day, and no interest shall accrue on any
amount that would have been otherwise payable on such payment date if it were a Business Day for
the intervening period. If a regular record date is not a Business Day, the record date shall not
be affected.



          SECTION 11.08. GOVERNING LAW. THIS INDENTURE, THE SECURITIES AND THE GUARANTEES SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



60









 





          SECTION 11.09. No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company or any of the Guarantors, shall not have any liability for any
obligations of the Company or any of the Guarantors under the Securities or this Indenture or for
any claim based on, in respect of or by reason of such obligations or their creation. By accepting
a Security, each Holder shall waive and release all such liability. The waiver and release shall
be part of the consideration for the issue of the Securities.



          SECTION 11.10. Successors. All agreements of the Company and each Guarantor in this
Indenture and the Securities shall bind its successors. All agreements of the Trustee in this
Indenture shall bind its successors.



          SECTION 11.11. Multiple Originals. The parties may sign any number of copies of this
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement. One signed copy is enough to prove this Indenture.



          SECTION 11.12. Table of Contents; Headings. The table of contents and headings of the
Articles and Sections of this Indenture have been inserted for convenience of reference only, are
not intended to be considered a part hereof and shall not modify or restrict any of the terms or
provisions hereof.



          SECTION 11.13. Indenture Controls. If and to the extent that any provision of the
Securities limits, qualifies or conflicts with a provision of this Indenture, such provision of
this Indenture shall control.



61









 





          IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date
first written above.



	 	 	 	 	 
	 	Very truly yours,



TRW AUTOMOTIVE INC.,

 	 
	 	By  	/s/ Joseph S. Cantie
 	 
	 	 	Name:  	Joseph S. Cantie 	 
	 	 	Title:  	Executive Vice President

and Chief Financial
Officer 	 
	 
	 	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 	 
	 
	 	ENTIRE SOLUTIONS, LLC

 	 
	 	By  	/s/ Joseph S. Cantie
 	 
	 	 	Name:  	Joseph S. Cantie 	 
	 	 	Title:  	Executive Vice President

and Chief Financial
Officer 	 
	 
	 	KELSEY-HAYES COMPANY,

 	 
	 	By  	/s/ Joseph S. Cantie
 	 
	 	 	Name:  	Joseph S. Cantie 	 
	 	 	Title:  	Executive Vice President

and Chief Financial
Officer 	 



62









 







	 	 	 	 	 
	 	KELSEY-HAYES HOLDINGS INC.,

 	 
	 	By  	/s/ Joseph S. Cantie
 	 
	 	 	Name:  	Joseph S. Cantie 	 
	 	 	Title:  	Executive Vice President

and Chief Financial Officer 	 
	 
	 	


KH HOLDINGS, INC.,

 	 
	 	By  	/s/ Joseph S. Cantie
 	 
	 	 	Name:  	Joseph S. Cantie 	 
	 	 	Title:  	Executive Vice President

and Chief Financial
Officer 	 
	 
	 	

LAKE CENTER INDUSTRIES 

TRANSPORTATION, INC.,

 	 
	 	By  	/s/ Joseph S. Cantie
 	 
	 	 	Name:  	Joseph S. Cantie 	 
	 	 	Title:  	Executive Vice President

and Chief Financial
Officer 	 
	 
	 	LUCAS AUTOMOTIVE INC.,

 	 
	 	By  	/s/ Joseph S. Cantie
 	 
	 	 	Name:  	Joseph S. Cantie 	 
	 	 	Title:  	Executive Vice President

and Chief Financial
Officer 	 
	 
	 	LUCASVARITY AUTOMOTIVE 

HOLDING COMPANY,

 	 
	 	By  	/s/ Joseph S. Cantie
 	 
	 	 	Name:  	Joseph S. Cantie 	 
	 	 	Title:  	Executive Vice President

and Chief Financial
Officer 	 



63









 







	 	 	 	 	 
	 	

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:  	Executive Vice President

and Chief Financial
Officer 	 
	 
	 	

TRW AUTOMOTIVE HOLDING 

COMPANY,

 	 
	 	By  	/s/ Joseph S. Cantie
 	 
	 	 	Name:  	Joseph S. Cantie 	 
	 	 	Title:  	Executive 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 SAFETY SYSTEMS 

ARKANSAS INC.,

 	 
	 	By  	/s/ Joseph S. Cantie
 	 
	 	 	Name:  	Joseph S. Cantie 	 
	 	 	Title:  	Executive Vice President

and Chief Financial
Officer 	 
	 




64









 





	 	 	 	 	 
	 	

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:  	Chief Financial Officer 	 
	 
	 	TRW INTELLECTUAL PROPERTY 

CORP.,

 	 
	 	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

Chief Financial Officer 	 
	 




65









 





	 	 	 	 	 
	 	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
 	 




66









 





	 	 	 	 	 
	 	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 	 



67









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON,

as Trustee

 	 
	 	By  	/s/ Arlene Thelwell
 	 
	 	 	Name:  	Arlene Thelwell 	 
	 	 	Title:  	Senior Associate— 
Relationship Manager 	 
	 




68











 





APPENDIX A




PROVISIONS RELATING TO SECURITIES




     1. Definitions



     1.1 Definitions



     For the purposes of this Appendix A the following terms shall have the meanings indicated
below:



          “Applicable Procedures” means, with respect to any transfer or transaction involving a
Regulation S Global Security or beneficial interest therein, the rules and procedures of the
Depositary for such Global Security, Euroclear and Clearstream, in each case to the extent
applicable to such transaction and as in effect from time to time.




          “Clearstream” means Clearstream Banking, société anonyme, or any successor securities clearing
agency.




          “Definitive Security” means a certificated Security (bearing the Restricted Securities Legend
if the transfer of such Security is restricted by applicable law) that does not include the Global
Securities Legend.




          “Depositary” means The Depository Trust Company, its nominees and their respective successors.




          “Euroclear” means the Euroclear Clearance System or any successor securities clearing agency.




          “Global Securities Legend” means the legend set forth under that caption in Exhibit A to the
Indenture.




          “IAI” means an institutional “accredited investor” as described in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act.




          “Initial Purchasers” means J.P. Morgan Securities Inc., Banc of America Securities LLC,
Deutsche Bank Securities Inc., Goldman, Sachs & Co., Calyon Securities (USA) Inc., Commerzbank
Capital Markets Corp., Scotia Capital (USA) Inc., UBS Securities LLC, Fifth Third Securities, Inc.,
Nomura Securities International, Inc., PNC Capital Markets LLC and U.S. Bancorp Investments, Inc.




          “Purchase Agreement” means (a) the Purchase Agreement dated November 18, 2009, among the
Company, the guarantors named therein and the Initial Purchasers (and certain of their affiliates)
and (b) any other similar Purchase Agreement relating to Additional Securities.




          “QIB” means a “qualified institutional buyer” as defined in Rule 144A.




          “Regulation S” means Regulation S under the Securities Act.




 









 








          “Regulation S Securities” means all Securities offered and sold outside the United States in
reliance on Regulation S.




          “Restricted Period”, with respect to any Securities, means the period of 40 consecutive days
beginning on and including the later of (a) the day on which such Securities are first offered to
persons other than distributors (as defined in Regulation S under the Securities Act) in reliance
on Regulation S, notice of which day shall be promptly given by the Company to the Trustee, and (b)
the Issue Date, and with respect to any Additional Securities that are Transfer Restricted
Securities, it means the comparable period of 40 consecutive days.




          “Restricted Securities Legend” means the legend set forth in Section 2.3(e)(i) herein.




          “Rule 501” means Rule 501(a)(1), (2), (3) or (7) under the Securities Act.




          “Rule 144A” means Rule 144A under the Securities Act.




          “Rule 144A Securities” means all Securities offered and sold to QIBs in reliance on Rule 144A.




          “Securities Act” means the Securities Act of 1933, as amended.




          “Securities Custodian” means the custodian with respect to a Global Security (as appointed by
the Depositary) or any successor person thereto, who shall initially be the Trustee.




          “Transfer Restricted Securities” means Definitive Securities and any other Securities that
bear or are required to bear or are subject to the Restricted Securities Legend.




     1.2 Other Definitions




	 	 	 	 	 
	Term:	 	Defined in Section:
	“Agent Members”

	 	 	2.1	(c)
	“IAI Global Security”

	 	 	2.1	(b)
	“Global Security”

	 	 	2.1	(b)
	“Regulation S Global Security”

	 	 	2.1	(b)
	“Rule 144A Global Security”

	 	 	2.1	(b)






     2. The Securities



     2.1 Form and Dating



          (a) The Securities issued on the date hereof will be (i) offered and sold by the Company
pursuant to the Purchase Agreement and (ii) resold, initially only to (1) QIBs in reliance on Rule
144A and (2) Persons other than U.S. Persons (as defined in




2









 







Regulation S) in reliance on Regulation
S. Such Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on
Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional
Securities offered after the date hereof may be offered and sold by the Company from time to time
pursuant to one or more Purchase Agreements in accordance with applicable law.




          (b) Global Securities. Rule 144A Securities shall be issued initially in the form of
one or more permanent global Securities in definitive, fully registered form (collectively, the
“Rule 144A Global Security”) and Regulation S Securities shall be issued initially in the form of
one or more global Securities (collectively, the “Regulation S Global Security”), in each case
without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend,
which shall be deposited on behalf of the purchasers of the Securities represented thereby with the
Securities Custodian, and registered in the name of the Depositary or a nominee of the Depositary,
duly executed by the Company and authenticated by the Trustee as provided in the Indenture. One or
more global securities in definitive, fully registered form without interest coupons and bearing
the Global Securities Legend and the Restricted Securities Legend (collectively, the “IAI Global
Security”) shall also be issued on the Issue Date, deposited with the Securities Custodian, and
registered in the name of the Depositary or a nominee of the Depositary, duly executed by the
Company and authenticated by the Trustee as provided in the Indenture to accommodate transfers of
beneficial interests in the Securities to IAIs subsequent to the initial distribution. Beneficial
ownership interests in the Regulation S Global Security shall not be exchangeable for interests in
the Rule 144A Global Security, the IAI Global Security or any other Security without a Restricted
Securities Legend until the expiration of the Restricted Period. The Rule 144A Global Security,
the IAI Global Security and the Regulation S Global Security are each referred to herein as a
“Global Security” and are collectively referred to herein as “Global Securities”. The aggregate
principal amount of the Global Securities may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depositary or its nominee and on the
schedules thereto as hereinafter provided.




          (c) Book-Entry Provisions. This Section 2.1(c) shall apply only to a Global Security
deposited with or on behalf of the Depositary.




          The Company shall execute and the Trustee shall, in accordance with this Section 2.1(c) and
Section 2.2 and pursuant to an order of the Company signed by one Officer, authenticate and deliver
initially one or more Global Securities that (i) shall be registered in the name of the Depositary
for such Global Security or Global Securities or the nominee of such Depositary and (ii) shall be
delivered by the Trustee to such
Depositary or pursuant to such Depositary’s instructions or held by the Trustee as Securities
Custodian.




          Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under
the Indenture with respect to any Global Security held on their behalf by the Depositary or by the
Trustee as Securities Custodian or under such Global Security, and the Depositary may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such
Global Security for all




3









 







purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to
any written certification, proxy or other authorization furnished by the Depositary or impair, as
between the Depositary and its Agent Members, the operation of customary practices of such
Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global
Security.




          (d) Definitive Securities. Except as provided in Section 2.3 or 2.4, owners of
beneficial interests in Global Securities will not be entitled to receive physical delivery of
certificated Securities.




     2.2 Authentication. The Trustee shall authenticate and make available for delivery
upon a written order of the Company signed by one Officer (a) Original Securities for original
issue on the date hereof in an aggregate principal amount of $250,000,000 and (b) subject to the
terms of the Indenture, Additional Securities in an aggregate principal amount to be determined at
the time of issuance and specified therein. Such order shall specify the amount of the Securities
to be authenticated and the date on which the original issue of Securities is to be authenticated.
Notwithstanding anything to the contrary in this Appendix or otherwise in the Indenture, any
issuance of Additional Securities after the Issue Date shall be in a principal amount of at least
$2,000, whether such Additional Securities are of the same or a different series than the Original
Securities.




     2.3 Transfer and Exchange. (a) Transfer and Exchange of Definitive
Securities. When Definitive Securities are presented to the Registrar with a request:




     (i) to register the transfer of such Definitive Securities; or




     (ii) to exchange such Definitive Securities for an equal principal amount of
Definitive Securities of other authorized denominations,


the Registrar shall register the transfer or make the exchange as requested if its reasonable
requirements for such transaction are met; provided, however, that the Definitive
Securities surrendered for transfer or exchange:





     (1) shall be duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Company and the Registrar, duly executed by the Holder
thereof or his attorney duly authorized in writing; and




     (2) in the case of Transfer Restricted Securities, are accompanied by the following
additional information and documents, as applicable:




     (A) if such Definitive Securities are being delivered to the Registrar by a
Holder for registration in the name of such Holder, without transfer, a
certification from such Holder to that effect (in the form set forth on the reverse
side of the Security); or




4









 






     (B) if such Definitive Securities are being transferred to the Company, a
certification to that effect (in the form set forth on the reverse side of the
Security); or




     (C) if such Definitive Securities are being transferred pursuant to an
exemption from registration in accordance with Rule 144 under the Securities Act or
in reliance upon another exemption from the registration requirements of the
Securities Act, (x) a certification to that effect (in the form set forth on the
reverse side of the Security) and (y) if the Company so requests, an opinion of
counsel or other evidence reasonably satisfactory to it as to the compliance with
the restrictions set forth in the legend set forth in Section 2.3(e)(i).



          (b) Restrictions on Transfer of a Definitive Security for a Beneficial Interest in a
Global Security. A Definitive Security may not be exchanged for a beneficial interest in a
Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the
Trustee of a Definitive Security, duly endorsed or accompanied by a written instrument of transfer
in form reasonably satisfactory to the Company and the Registrar, together with:





     (i) certification (in the form set forth on the reverse side of the Security) that
such Definitive Security is being transferred (1) to a QIB in accordance with Rule 144A,
(2) to an IAI that has furnished to the Trustee a signed letter substantially in the form
of Exhibit C or (3) outside the United States in an offshore transaction within the meaning
of Regulation S and in compliance with Rule 904 under the Securities Act; and




     (ii) written instructions directing the Trustee to make, or to direct the Securities
Custodian to make, an adjustment on its books and records with respect to such Global
Security to reflect an increase in the aggregate principal amount of the Securities
represented by the Global Security, such instructions to contain information regarding the
Depositary account to be credited with such increase, then the Trustee shall cancel such
Definitive Security and cause, or direct the Securities Custodian to cause, in accordance
with the standing instructions and procedures existing between the Depositary and the
Securities Custodian, the aggregate principal amount of Securities represented by the
Global Security to be increased by the aggregate principal amount of the Definitive
Security to be exchanged and shall credit or cause to be credited to the account of the
Person specified in such instructions a beneficial interest in the Global Security equal to
the principal amount of the Definitive Security so canceled. If no Global Securities
are then outstanding and the Global Security has not been previously exchanged for
certificated securities pursuant to Section 2.4, the Company shall issue and the Trustee
shall authenticate, upon written order of the Company in the form of an Officers’
Certificate, a new Global Security in the appropriate principal amount.



5









 





          (c) Transfer and Exchange of Global Securities. (i) The transfer and exchange of
Global Securities or beneficial interests therein shall be effected through the Depositary, in
accordance with the Indenture (including applicable restrictions on transfer set forth herein, if
any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a
Global Security shall deliver a written order given in accordance with the Depositary’s procedures
containing information regarding the participant account of the Depositary to be credited with a
beneficial interest in such Global Security or another Global Security and such account shall be
credited in accordance with such order with a beneficial interest in the applicable Global Security
and the account of the Person making the transfer shall be debited by an amount equal to the
beneficial interest in the Global Security being transferred. Transfers by an owner of a
beneficial interest in the Rule 144A Global Security or the IAI Global Security to a transferee who
takes delivery of such interest through the Regulation S Global Security, whether before or after
the expiration of the Restricted Period, shall be made only upon receipt by the Trustee of a
certification in the form provided on the reverse of the Securities from the transferor to the
effect that such transfer is being made in accordance with Regulation S or (if available) Rule 144
under the Securities Act and that, if such transfer is being made prior to the expiration of the
Restricted Period, the interest transferred shall be held immediately thereafter through Euroclear
or Clearstream. In the case of a transfer of a beneficial interest in either the Regulation S
Global Security or the Rule 144A Global Security for an interest in the IAI Global Security, the
transferee must furnish a signed letter substantially in the form of Exhibit C to the Trustee.





     (ii) If the proposed transfer is a transfer of a beneficial interest in one Global
Security to a beneficial interest in another Global Security, the Registrar shall reflect
on its books and records the date and an increase in the principal amount of the Global
Security to which such interest is being transferred in an amount equal to the principal
amount of the interest to be so transferred, and the Registrar shall reflect on its books
and records the date and a corresponding decrease in the principal amount of Global
Security from which such interest is being transferred.




     (iii) Notwithstanding any other provisions of this Appendix (other than the provisions
set forth in Section 2.4), a Global Security may not be transferred as a whole except by
the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the Depositary or any such nominee to
a successor Depositary or a nominee of such successor Depositary.



          (d) Restrictions on Transfer of Regulation S Global Security. (i) Prior to the
expiration of the Restricted Period, interests in the Regulation S Global Security may only be held
through Euroclear or Clearstream. During the Restricted Period, beneficial ownership interests in
the Regulation S Global Security may only be sold, pledged or transferred through Euroclear or
Clearstream in accordance with the Applicable Procedures and only (1) to the Company, (2) so long
as such security is eligible for resale pursuant to Rule 144A, to a person whom the selling holder
reasonably believes is a QIB that purchases for its own account or for the account of a QIB to whom
notice is given





6









 







that the resale, pledge or transfer is being made in reliance on Rule 144A, (3) in
an offshore transaction in accordance with Regulation S, (4) pursuant to an exemption from
registration under the Securities Act provided by Rule 144 (if applicable) under the Securities
Act, (5) to an IAI purchasing for its own account, or for the account of such an IAI, in each case,
in a minimum principal amount of Securities of $250,000 or (6) pursuant to an effective
registration statement under the Securities Act, in each case in accordance with any applicable
securities laws of any state of the United States. Prior to the expiration of the Restricted
Period, transfers by an owner of a beneficial interest in the Regulation S Global Security to a
transferee who takes delivery of such interest through the Rule 144A Global Security or the IAI
Global Security shall be made only in accordance with Applicable Procedures and upon receipt by the
Trustee of a written certification from the transferor of the beneficial interest in the form
provided on the reverse of the Security to the effect that such transfer is being made to (1) a QIB
within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A or (2) an
IAI purchasing for its own account, or for the account of such an IAI, in a minimum principal
amount of the Securities of $250,000. Such written certification shall no longer be required after
the expiration of the Restricted Period. In the case of a transfer of a beneficial interest in the
Regulation S Global Security for an interest in the IAI Global Security, the transferee must
furnish a signed letter substantially in the form of Exhibit C to the Trustee.





     (ii) Upon the expiration of the Restricted Period, beneficial ownership interests in
the Regulation S Global Security shall be transferable in accordance with applicable law
and the other terms of the Indenture.




     (e) Legend.




     (i) Except as permitted by the following paragraphs (ii), (iii) or (iv), each Security
certificate evidencing the Global Securities and the Definitive Securities (and all
Securities issued in exchange therefor or in substitution thereof) shall bear a legend in
substantially the following form (each defined term in the legend being defined as such for
purposes of the legend only):




“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
SUCH REGISTRATION.




THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES ON ITS OWN BEHALF AND ON BEHALF
OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT
IS [IN



7









 






THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40
DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR
OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT
THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.”


Each Definitive Security shall bear the following additional legend:





“IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER
AGENT SUCH CERTIFICATES
AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE
TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”




     (ii) Upon any sale or transfer of a Transfer Restricted Security that is a Definitive
Security, the Registrar shall permit the Holder thereof to exchange such Transfer
Restricted Security for a Definitive Security that does not bear the legends set forth
above and rescind any restriction on the transfer of such Transfer



8









 






Restricted Security if
the Holder certifies in writing to the Registrar that its request for such exchange was
made in reliance on Rule 144 (such certification to be in the form set forth on the reverse
of the Security).




     (iii) Upon a sale or transfer after the expiration of the Restricted Period of any
Security acquired pursuant to Regulation S, all requirements that such Security bear the
Restricted Securities Legend shall cease to apply and the requirements requiring any such
Security be issued in global form shall continue to apply.



          (f) Cancelation or Adjustment of Global Security. At such time as all beneficial
interests in a Global Security have either been exchanged for Definitive Securities, transferred,
redeemed, repurchased or canceled, such Global Security shall be returned by the Depositary to the
Trustee for cancelation or retained and canceled by the Trustee. At any time prior to such
cancelation, if any beneficial interest in a Global Security is exchanged for Definitive
Securities, transferred in exchange for an interest in another Global Security, redeemed,
repurchased or canceled, the principal amount of Securities represented by such Global Security
shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is
then the Securities Custodian for such Global Security) with respect to such Global Security, by
the Trustee or the Securities Custodian, to reflect such reduction.





     (g) Obligations with Respect to Transfers and Exchanges of Securities.




     (i) To permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate, Definitive Securities and Global Securities at the
Registrar’s request.




     (ii) No service charge shall be made for any registration of transfer or exchange, but
the Company may require payment of a sum sufficient to cover any transfer tax, assessments,
or similar governmental charge payable in connection therewith (other than any such
transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant
to Sections 3.06, 4.05 and 9.04 of the Indenture).




     (iii) Prior to the due presentation for registration of transfer of any Security, the
Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in
whose name a Security is registered as the absolute owner of such Security for the purpose
of receiving payment of principal of and interest
on such Security and for all other purposes whatsoever, whether or not such Security
is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall
be affected by notice to the contrary.




     (iv) All Securities issued upon any transfer or exchange pursuant to the terms of the
Indenture shall evidence the same debt and shall be entitled to the same benefits under the
Indenture as the Securities surrendered upon such transfer or exchange.




9









 






     (h) No Obligation of the Trustee.




     (i) The Trustee shall have no responsibility or obligation to any beneficial owner of
a Global Security, a member of, or a participant in the Depositary or any other Person with
respect to the accuracy of the records of the Depositary or its nominee or of any
participant or member thereof, with respect to any ownership interest in the Securities or
with respect to the delivery to any participant, member, beneficial owner or other Person
(other than the Depositary) of any notice (including any notice of redemption or
repurchase) or the payment of any amount, under or with respect to such Securities. All
notices and communications to be given to the Holders and all payments to be made to
Holders under the Securities shall be given or made only to the registered Holders (which
shall be the Depositary or its nominee in the case of a Global Security). The rights of
beneficial owners in any Global Security shall be exercised only through the Depositary
subject to the applicable rules and procedures of the Depositary. The Trustee may rely and
shall be fully protected in relying upon information furnished by the Depositary with
respect to its members, participants and any beneficial owners.




     (ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as
to compliance with any restrictions on transfer imposed under the Indenture or under
applicable law with respect to any transfer of any interest in any Security (including any
transfers between or among Depositary participants, members or beneficial owners in any
Global Security) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when expressly
required by, the terms of the Indenture, and to examine the same to determine substantial
compliance as to form with the express requirements hereof.



     2.4 Definitive Securities



          (a) A Global Security deposited with the Depositary or with the Trustee as Securities
Custodian pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form
of Definitive Securities in an aggregate principal amount equal to the principal amount of such
Global Security, in exchange for such Global Security, only if such transfer complies with Section
2.3 and (i) the Depositary notifies the Company that it is unwilling or unable to continue as a
depositary for such Global Security or if at any time the Depositary ceases to be a “clearing
agency” registered under
the Exchange Act and, in either case, a successor depositary is not appointed by the Company
within 120 days of such notice or after the Company becomes aware of such cessation, or (ii) the
Depositary so requests, or any beneficial owner thereof requests such exchange in writing delivered
through the Depositary, in either case, following an Event of Default under the Indenture or (iii)
the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the
issuance of certificated Securities under the Indenture.




10









 








          (b) Any Global Security that is transferable to the beneficial owners thereof pursuant to
this Section 2.4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in
whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver,
upon such transfer of each portion of such Global Security, an equal aggregate principal amount of
Definitive Securities of authorized denominations. Any portion of a Global Security transferred
pursuant to this Section 2.4 shall be executed, authenticated and delivered only in minimum
denominations of $2,000 and any integral multiples of $1,000 in excess thereof and registered in
such names as the Depositary shall direct. Any certificated Security in the form of a Definitive
Security delivered in exchange for an interest in the Global Security shall, except as otherwise
provided by Section 2.3(e), bear the Restricted Securities Legend.




          (c) Subject to the provisions of Section 2.4(b), the registered Holder of a Global Security
may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is entitled to take under
the Indenture or the Securities.




          (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii)
or (iii), the Company will promptly make available to the Trustee a reasonable supply of Definitive
Securities in fully registered form without interest coupons.





11









 








EXHIBIT A




[FORM OF FACE OF 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, 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 AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), 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 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.




[Restricted Securities Legend]




          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.




          THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES ON ITS OWN BEHALF AND ON BEHALF OF
ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES TO OFFER, SELL OR OTHERWISE TRANSFER
SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE
OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE




 









 







ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT
THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT
TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF
THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.



Each Definitive Security shall bear the following additional legend:



IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH
CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT
THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.





2









 








No.




8.875% Senior Note due 2017




CUSIP No. __________

ISIN No. __




          TRW AUTOMOTIVE INC., a Delaware corporation, promises to pay to Cede & Co., or registered
assigns, the principal sum of $         [or such amount not to exceed $           as is indicated in the records of
the Trustee and DTC]1 on December 1, 2017.




Interest Payment Dates: June 1 and December 1, beginning June 1, 2010.




Record Dates: May 15 and November 15.






 




			
	1	 	Insert language if Note is in Global Form.




 









 










          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 INC.,

 	 
	 	by  	 	 
	 	 	Name : 	 
	 	 	Title:  	 	 
	 



Dated:




TRUSTEE’S CERTIFICATE OF

      AUTHENTICATION




THE BANK OF NEW YORK MELLON,




as Trustee, certifies that this
is one of
 the Securities
referred to in the Indenture.




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 








 




			
	*/	 	If the Security is to be issued in global form, add the Global Securities
Legend.






2











 





[FORM OF REVERSE SIDE OF SECURITY]




8.875% Senior Note due 2017




1. Interest




          TRW AUTOMOTIVE INC., a Delaware corporation (such corporation, and its successors and assigns
under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay
interest on the principal amount of this Security at the rate per annum shown above. The Company
shall pay interest semiannually on June 1 and December 1 of each year, beginning June 1, 2010.
Interest on the Securities shall accrue from the most recent date to which interest has been paid
or duly provided for or, if no interest has been paid or duly provided for, from November 23, 2009
until the principal hereof is due. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months. The Company shall pay interest on overdue principal at the rate borne by the
Securities, and it shall pay interest on overdue installments of interest at the same rate to the
extent lawful.




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 May 15 or November 15 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, additional interest, if any, and
interest in money of the United States of America 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, if any, additional interest, if any, and interest) shall be
made by wire transfer of immediately available funds to the accounts specified by The Depository
Trust Company or any successor depositary. The Company will make all payments in respect of a
certificated Security (including principal, premium, if any, interest and additional interest, if
any), at the office of the Paying Agent, except that, at the option of the Company, payment of
interest or additional 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 $1,000,000 aggregate principal amount of Securities, by
wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States 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 Mellon, a New York banking corporation (the “Trustee”), 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 Wholly Owned
Domestic Subsidiaries may act as Paying Agent or Registrar.




4. Indenture




          The Company issued the Securities under an Indenture dated as of November 23, 2009 (the
“Indenture”), among the Company, the guarantors named therein and the Trustee. The terms of the
Securities include those stated in the Indenture. Terms defined in the Indenture and not defined
herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all
terms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of
such terms and provisions.




          The Securities are senior unsecured obligations of the Company. This Security is one of the
Securities referred to in the Indenture. The Securities are treated as a single class of
securities under the Indenture. The Indenture imposes certain limitations on the ability of the
Company and its Subsidiaries to, among other things, make certain Restricted Payments, create or
incur Liens and enter into certain Sale/Leaseback Transactions. The Indenture also imposes
limitations on the ability of the Company and each Guarantor to consolidate or merge with or into
any other Person or convey, transfer or lease all or substantially all its property.




          To guarantee the due and punctual payment of the principal and interest on the Securities and
all other amounts payable by the Company under the Indenture and the Securities when and as the
same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the
terms of the Securities and the Indenture, the Guarantors will jointly and severally
unconditionally guarantee the Guaranteed Obligations on a senior basis pursuant to the terms of the
Indenture.




5. Optional Redemption




          Except as set forth below, the Securities will not be redeemable at the option of the Company
prior to their Stated Maturity.




          At any time on and after December 1, 2013, the Company may redeem the Securities, in whole at
any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice
mailed by first-class mail to each Holder’s registered address, at the redemption prices set forth
below (expressed in percentages of principal amount on the redemption date), plus accrued and
unpaid interest to the redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date), if redeemed during the
12-month period commencing on December 1 of the years indicated below:




	 	 	 	 	 
	 	 	Redemption	 
	Period	 	price	 
	2013
	 	 	104.438	%
	2014
	 	 	102.219	%






2









 






	 	 	 	 	 
	 	 	Redemption	 
	Period	 	price	 
	2015 and thereafter
	 	 	100.000	%






          Prior to December 1, 2013, the Company may redeem the Securities, in whole at any time or in
part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by
first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the
principal amount of the Securities to be redeemed plus the Applicable Premium and accrued and
unpaid interest to the redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date).




          In addition, at any time and from time to time prior to December 1, 2012, the Company may
redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities
(calculated after giving effect to any issuance of Additional Securities) with the net cash
proceeds of one or more Equity Offerings (a) by the Company or (b) by TRW Automotive Holdings or
TRW Automotive Intermediate Holdings, in each case, to the extent the net cash proceeds thereof are
contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) of the
Company from it, at a redemption price (expressed as a percentage of principal amount thereof) of
108.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders
of record on the relevant record date to receive interest due on the relevant interest payment
date); provided, however, that at least 65% of the original aggregate principal
amount of the Securities (calculated after giving effect to any issuance of Additional Securities)
must remain outstanding after each such redemption and provided, further, that such
redemption shall occur within 90 days after the date on which any such Equity Offering is
consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities
being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice
of any redemption upon any Equity Offering and any such redemption may, at the Company’s
discretion, be subject to one or more conditions precedent, including, but not limited to,
completion of the related Equity Offering.




6. Sinking Fund




          The Securities are not subject to any sinking fund.




7. Notice of Redemption




          Notice of redemption will be mailed by first-class mail (postage prepaid) at least 30 days but
not more than 60 days before the redemption date to each Holder of Securities to be redeemed at
his, her or its registered address. Securities in denominations larger than $2,000 may be redeemed
in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of
and accrued and unpaid interest on all Securities (or portions thereof) to be redeemed on the
redemption date is deposited with the Paying Agent on or before the redemption date and certain
other



3









 






conditions are satisfied, on and after such date interest ceases to accrue on such Securities
(or such portions thereof) called for redemption.





	8.	 	Repurchase of Securities at the Option of Holders upon Change of Control Triggering
Event





          Upon a Change of Control Triggering Event, each Holder of Securities will have the right,
subject to certain conditions specified in the Indenture, to cause the Company to repurchase all or
any part of the Securities of such Holder at a purchase price equal to 101% of the principal amount
of the Securities to be repurchased plus accrued and unpaid interest to the date of repurchase
(subject to the right of Holders of record on the relevant record date to receive interest due on
the relevant interest payment date that is on or prior to the date of purchase) as provided in, and
subject to the terms of, the Indenture.




9. Denominations; Transfer; Exchange




          The Securities are in registered form without coupons in minimum denominations of $2,000 and
whole multiples of $1,000 in excess thereof. A Holder may transfer or exchange Securities in
accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements or transfer documents and
to pay any taxes required by law or permitted by the Indenture. The Registrar need not register
the transfer of or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be redeemed) or to transfer or
exchange any Securities for a period of 15 days prior to a selection of Securities to be redeemed.




10. Persons Deemed Owners




          Except as provided in Section 2 hereof, the registered Holder of this Security may be treated
as the owner of it for all purposes.




11. Unclaimed Money




          If money for the payment of principal, interest or additional interest, if any, remains
unclaimed for two years, the Trustee and the Paying Agent shall pay the money back to the Company
at its written request unless an abandoned property law designates another Person. After any such
payment, Holders entitled to the money must look to the Company for payment as general creditors
and the Trustee and the Paying Agent shall have no further liability with respect to such monies.




12. Discharge and Defeasance




          Subject to certain conditions, the Company at any time may terminate some of or all its
obligations under the Securities and the Indenture if the Company deposits with the Trustee money
or U.S. Government Obligations for the payment of



4









 






principal of, and interest and additional interest, if any, on the Securities to redemption,
or maturity, as the case may be.




13. Amendment, Waiver




          Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities
may be amended without prior notice to any Holder but with the written consent of the Holders of at
least a majority in aggregate principal amount of the outstanding Securities and (ii) any default
may be waived with the written consent of the Holders of at least a majority in principal amount of
the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the
consent of any Holder, the Company, the Guarantors and the Trustee may amend the Indenture or the
Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with
Article 5 of the Indenture; (iii) to provide for uncertificated Securities in addition to or in
place of certificated Securities; (iv) to add Guarantees with respect to the Securities; (v) to
secure the Securities; (vi) to add additional covenants or to surrender rights and powers conferred
on the Company; (vii) to make any change that does not adversely affect the rights of any Holder;
(viii) to provide for the issuance of Additional Securities; or (ix) to conform the text of the
Indenture or the Securities to any provision of the “Description of the Notes” section in the
Offering Memorandum dated November 18, 2009 relating to the Securities.




14. Defaults and Remedies




          If an Event of Default occurs (other than an Event of Default relating to certain events of
bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the outstanding Securities may declare the principal
of and accrued but unpaid interest on all the Securities to be due and payable. If an Event of
Default relating to certain events of bankruptcy, insolvency or reorganization of the Company
occurs, the principal of and interest on all the Securities shall become immediately due and
payable without any declaration or other act on the part of the Trustee or any Holders. Under
certain circumstances, the Holders of a majority in principal amount of the outstanding Securities
may rescind any such acceleration with respect to the Securities and its consequences.




          If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to
exercise any of the rights or powers under the Indenture at the request or direction of any of the
Holders unless such Holders have offered to the Trustee reasonable indemnity or security against
any loss, liability or expense and certain other conditions are complied with. Except to enforce
the right to receive payment of principal, premium (if any) or interest when due, no Holder may
pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has
previously given the Trustee notice that an Event of Default is continuing, (ii) Holders of at
least 25% in principal amount of the outstanding Securities have requested the Trustee in writing
to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity
against any loss, liability or expense, (iv) the Trustee has not complied with such request within
60 days after the receipt of the request and the offer of security or



5









 






indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities
have not given the Trustee a direction inconsistent with such request within such 60-day period.
Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding
Securities are given the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or of exercising any trust or power conferred on the
Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the
Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or
that would involve the Trustee in personal liability. Prior to taking any action under the
Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole
discretion against all losses and expenses caused by taking or not taking such action.




15. Trustee Dealings with the Company




          The Trustee under the Indenture, in its individual or any other capacity, may become the owner
or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the
Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same
rights it would have if it were not Trustee.




16. No Recourse Against Others




          A director, officer, employee or stockholder, as such, of the Company or any Guarantor shall
not have any liability for any obligations of the Company under the Securities or the Indenture or
for any claim based on, in respect of or by reason of such obligations or their creation. By
accepting a Security, each Holder waives and releases all such liability. The waiver and release
are part of the consideration for the issue of the Securities.




17. Authentication




          This Security shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the other side of this
Security.




18. Abbreviations




          Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM
(=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of
survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).




19. Governing Law




          THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.




20. CUSIP Numbers and ISINs




6









 








          The Company has caused CUSIP numbers and ISINs to be printed on the Securities and has
directed the Trustee to use CUSIP numbers and ISINs in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as printed on the
Securities or as contained in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.




          The Company will furnish to any Holder of Securities upon written request and without charge
to the Holder a copy of the Indenture which has in it the text of this Security.





7









 








ASSIGNMENT FORM



To assign this Security, fill in the form below:



I or we assign and transfer this Security to




          (Print or type assignee’s name, address and zip code)




          (Insert assignee’s soc. sec. or tax I.D. No.)



and irrevocably appoint                        agent to transfer this Security on the books of
the Company. The agent may substitute another to act for him.




 





Date: ________________ Your Signature: _____________________




 





Sign exactly as your name appears on the other side of this Security.





 









 








CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF

TRANSFER RESTRICTED SECURITIES



This certificate relates to $________ principal amount of Securities held in (check applicable
space) _____ book-entry or _____ definitive form by the undersigned.



The undersigned (check one box below):





	o	 	 has requested the Trustee by written order to deliver
in exchange for its beneficial interest in the Global
Security held by the Depositary a Security or
Securities in definitive, registered form of
authorized denominations and an aggregate principal
amount equal to its beneficial interest in such Global
Security (or the portion thereof indicated above);
	 
	o	 	has requested the Trustee by written order to exchange
or register the transfer of a Security or Securities.




In connection with any transfer of any of the Securities evidenced by this certificate occurring
prior to the expiration of the period referred to in Rule 144 under the Securities Act, the
undersigned confirms that such Securities are being transferred in accordance with its terms:




CHECK ONE BOX BELOW





	 	(1)	 	o 	 	to the Company; or
	 
	 	(2)	 	o 	 	to the Registrar for registration in the name of the Holder, without
transfer; or
	 
	 	(3)	 	o 	 	pursuant to an effective registration statement under the Securities
Act of 1933; or
	 
	 	(4)	 	o 	 	inside the United States to a “qualified institutional buyer” (as
defined in Rule 144A under the Securities Act of 1933) that purchases for its own
account or for the account of a qualified institutional buyer to whom notice is given
that such transfer is being made in reliance on Rule 144A, in each case pursuant to
and in compliance with Rule 144A under the Securities Act of 1933; or
	 
	 	(5)	 	o 	 	outside the United States in an offshore transaction within the
meaning of Regulation S under the Securities Act in compliance with Rule 904 under the
Securities Act of 1933 and such Security shall be held immediately after the transfer
through Euroclear or Clearstream until the expiration of the Restricted Period (as
defined in the Indenture); or




 









 












	 	(6)	 	o 	 	to an institutional “accredited investor” (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the
Trustee a signed letter containing certain representations and agreements; or
	 
	 	(7)	 	o 	 	pursuant to another available exemption from registration provided by
Rule 144 under the Securities Act of 1933.






Unless one of the boxes is checked, the Trustee will refuse to register any of the
Securities evidenced by this certificate in the name of any Person other than the
registered Holder thereof; provided, however, that if box (5), (6) or (7)
is checked, the Trustee may require, prior to registering any such transfer of the
Securities, such legal opinions, certifications and other information as the Company has
reasonably requested to confirm that such transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities
Act of 1933.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Your Signature
	 
	 	 	 	 	 	 
	Signature Guarantee:	 	 	 	 
	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	Signature must be guaranteed
by a participant in a
recognized signature guaranty
medallion program or other
signature guarantor acceptable
to the Trustee	 	 	 	Signature of Signature
Guarantee






 





TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.




          The undersigned represents and warrants that it is purchasing this Security for its own
account or an account with respect to which it exercises sole investment discretion and that it and
any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the
Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such



2









 






information regarding the Company as the undersigned has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware that the transferor is relying
upon the undersigned’s foregoing representations in order to claim the exemption from registration
provided by Rule 144A.




	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	NOTICE: 
	To be executed by an executive officer	







3









 








OPTION OF HOLDER TO ELECT PURCHASE




          If you want to elect to have this Security purchased by the Company pursuant to Section 4.05
(Change of Control Triggering Event) of the Indenture, check the box:




Change of Control Triggering Event o




          If you want to elect to have only part of this Security purchased by the Company pursuant to
Section 4.05 of the Indenture, state the amount ($2,000 or an integral multiple of $1,000 in excess
thereof):




$




Date: _________________ Your Signature: ___________________________




(Sign exactly as your name appears on the other side of the Security)




	 	 	 
	Signature Guarantee: 
	 	 
	 

	 	 
	 

	 	Signature must be guaranteed by a participant in a recognized signature
guaranty medallion program or other signature guarantor acceptable to the
Trustee







4











 





EXHIBIT B




[FORM OF SUPPLEMENTAL INDENTURE]





     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of
        , among [GUARANTOR] (the “New Guarantor”), a subsidiary of TRW AUTOMOTIVE
INC. (or its successor), a Delaware corporation (the “Company”), [EXISTING
GUARANTORS] and THE BANK OF NEW YORK MELLON (or its successor), 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 23, 2009, providing for the issuance of the Company’s 8.875%
Senior Notes due 2017 (the “Securities”), initially in the aggregate principal amount of
$250,000,000;


          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],

 	 
	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 
	 	TRW AUTOMOTIVE INC.,

 	 
	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 
	 	[EXISTING GUARANTORS],

 	 
	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as Trustee,

 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



3









 






	 	 	 	 	 



EXHIBIT C




Form of

Transferee Letter of Representation




[Company]




In care of

[           ]

[           ]

[           ]




Ladies and Gentlemen:





     This certificate is delivered to request a transfer of $[      ] principal amount of the 8.875%
Senior Notes due 2017 (the “Securities”) of TRW AUTOMOTIVE INC. (or its successor), a Delaware
corporation (the “Company”).



     Upon transfer, the Securities would be registered in the name of the new beneficial owner as
follows:



Name:
_____________________________________





Address:
___________________________________





Taxpayer ID Number:
________________________





     The undersigned represents and warrants to you that:



     1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own
account or for the account of such an institutional “accredited investor” at least $250,000
principal amount of the Securities, and we are acquiring the Securities not with a view to, or for
offer or sale in connection with, any distribution in violation of the Securities Act. We have
such knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the Securities, and we invest in or purchase securities
similar to the Securities in the normal course of our business. We, and any accounts for which we
are acting, are each able to bear the economic risk of our or its investment.



     2. We understand that the Securities have not been registered under the Securities Act and,
unless so registered, may not be sold except as permitted in the following sentence. We agree on
our own behalf and on behalf of any investor account for which we are purchasing Securities to
offer, sell or otherwise transfer such Securities prior to the date that is one year after the
later of the date of original issue and the last date on which the Company or any affiliate of the
Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction
Termination Date”) only (a) to the



 









 





Company, (b) pursuant to a registration statement that has been declared effective under the
Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the
Securities Act (“Rule 144A”), to a person we reasonably believe is a qualified institutional buyer
under Rule 144A (a “QIB”) that is purchasing for its own account or for the account of a QIB and to
whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to
offers and sales that occur outside the United States within the meaning of Regulation S under the
Securities Act, (e) to an institutional “accredited investor” within the meaning of Rule 501(a)(1),
(2), (3) or (7) under the Securities Act that is purchasing for its own account or for the account
of such an institutional “accredited investor,” in each case in a minimum principal amount of
Securities of $250,000, or (f) pursuant to any other available exemption from the registration
requirements of the Securities Act, subject in each of the foregoing cases to any requirement of
law that the disposition of our property or the property of such investor account or accounts be at
all times within our or their control and in compliance with any applicable state securities laws.
The foregoing restrictions on resale will not apply subsequent to the Resale Restriction
Termination Date. If any resale or other transfer of the Securities is proposed to be made
pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall
deliver a letter from the transferee substantially in the form of this letter to the Company and
the Trustee, which shall provide, among other things, that the transferee is an institutional
“accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities
Act and that it is acquiring such Securities for investment purposes and not for distribution in
violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee
reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction
Termination Date of the Securities pursuant to clause (d), (e) or (f) above to require the delivery
of an opinion of counsel, certifications or other information satisfactory to the Company and the
Trustee.




	 	 	 	 	 
	 	TRANSFEREE: _______________,

 	 
	 	by: 	 	 
	 	 	 	 




2