EXHIBIT 4.15

                                                                  EXECUTION COPY

                        TRW AUTOMOTIVE ACQUISITION CORP.

          11-3/4% [EURO]125,000,000 SENIOR SUBORDINATED NOTES DUE 2013
                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                               February 18, 2003

J.P. MORGAN SECURITIES LTD.
CREDIT SUISSE FIRST BOSTON EUROPE LTD.
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
DEUTSCHE BANK AG LONDON
BANC OF AMERICA SECURITIES LIMITED
SCOTIA CAPITAL INC.
TD SECURITIES (USA) INC.
SUNTRUST CAPITAL MARKETS, INC.
c/o J.P. MORGAN SECURITIES INC.
270 Park Avenue
New York, NY 10017


Ladies and Gentlemen:

         TRW AUTOMOTIVE ACQUISITION CORP., a Delaware corporation (the
"Issuer"), proposes to issue and sell to J.P. Morgan Securities Ltd. ("JPMSL"),
Credit Suisse First Boston Europe Ltd. ("CSFB"), Lehman Brothers International
(Europe) ("Lehman"), Deutsche Bank AG London ("Deutsche"), Banc of America
Securities Limited ("BofA"), Scotia Capital (USA) Inc. ("Scotia"), TD Securities
(USA) Inc. ("TD") and SunTrust Capital Markets, Inc. ("SunTrust") (collectively,
the "Euro Initial Purchasers"), upon the terms and subject to the conditions set
forth in a purchase agreement dated February 6, 2003 (the "Purchase Agreement"),
which provides for the sale by the Issuer to the Euro Initial Purchasers of
[EURO]125,000,000 aggregate principal amount of the Issuer's 11-3/4% Senior
Subordinated Notes due 2013 (the "Euro Senior Subordinated Notes") and for the
sale by the Issuer of certain other of its debt securities. The Euro Senior
Subordinated Notes will be guaranteed on a senior subordinated unsecured basis
by each of the subsidiaries of the Issuer listed on Schedule I hereto
(collectively, the "Guarantors"). Capitalized terms used, but not defined,
herein shall have the meanings given to such terms in the Purchase Agreement.

         As an inducement to the Euro Initial Purchasers to enter into the
Purchase Agreement and in satisfaction of a condition to the obligations of the
Euro Initial Purchasers thereunder, the Issuer and the Guarantors agree with the
Euro Initial Purchasers, for the benefit of the holders of the Euro Senior
Subordinated Notes, including the Euro Initial Purchasers and their direct and
indirect transferees, and the Exchange Euro Senior Subordinated Notes (as
defined herein) (collectively, the "Holders"), as follows:



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         1. Registered Exchange Offer. The Issuer and the Guarantors shall use
their reasonable best efforts to prepare and, not later than 180 days following
the date of original issuance of the Euro Senior Subordinated Notes (the "Issue
Date"), file with the Commission a registration statement (the "Exchange Offer
Registration Statement") on Form S-4 (or, if applicable, on another appropriate
form) under the Securities Act with respect to a proposed offer to the Holders
of the Euro Senior Subordinated Notes (the "Registered Exchange Offer") to issue
and deliver to such Holders, in exchange for the Euro Senior Subordinated Notes,
a like aggregate principal amount of debt securities of the Issuer (the
"Exchange Euro Senior Subordinated Notes") that are identical to the Euro Senior
Subordinated Notes, except that the Exchange Euro Senior Subordinated Notes will
not be subject to restrictions on transfer or to any increase in annual interest
for failure to comply with this Agreement and thereafter cause the Exchange
Offer Registration Statement to become effective under the Securities Act no
later than 260 days after the Issue Date, and the Registered Exchange Offer to
be completed no later than 290 days after the Issue Date. The Exchange Euro
Senior Subordinated Notes will be issued under the Euro Senior Subordinated
Indenture or an indenture (the "Exchange Euro Senior Subordinated Indenture")
among the Issuer, the Guarantors and the Trustee or such other bank or trust
company that is reasonably satisfactory to the Euro Initial Purchasers, as
trustee (the "Exchange Euro Senior Subordinated Trustee"), such indenture to be
identical to the Euro Senior Subordinated Indenture, except that such indenture
shall not contain any provisions relating to restrictions on transfer with
respect to the Exchange Euro Senior Subordinated Notes or to any increase in
annual interest for failure to comply with this Agreement.

         Upon the effectiveness of the Exchange Offer Registration Statement,
the Issuer shall promptly commence the Registered Exchange Offer, it being the
objective of such Registered Exchange Offer to enable each Holder electing to
exchange Euro Senior Subordinated Notes for Exchange Euro Senior Subordinated
Notes (assuming that such Holder (a) is not an affiliate (as defined in Rule 405
under the Securities Act) of the Issuer or an Exchanging Dealer (as defined
herein) not complying with the requirements of the next sentence, (b) is not a
Euro Senior Subordinated Initial Purchaser holding Euro Senior Subordinated
Notes that have the status of an unsold allotment remaining from the initial
distribution of the Euro Senior Subordinated Notes, (c) acquires the Exchange
Euro Senior Subordinated Notes in the ordinary course of such Holder's business
and (d) has no arrangements or understandings with any person to participate in
the distribution of the Exchange Euro Senior Subordinated Notes) and to trade
such Exchange Euro Senior Subordinated Notes from and after their receipt
without any limitations or restrictions under the Securities Act and without
material restrictions under the securities laws of the several states of the
United States. The Issuer, the Guarantors, the Euro Initial Purchasers and each
Exchanging Dealer acknowledge that, pursuant to current interpretations by the
Commission's staff of Section 5 of the Securities Act, each Holder that is a
broker-dealer electing to exchange Euro Senior Subordinated Notes, acquired for
its own account as a result of market-making activities or other trading
activities, for Exchange Euro Senior Subordinated Notes (an "Exchanging
Dealer"), may be deemed to be an "underwriter" within the meaning of the
Securities Act and must deliver a prospectus meeting the requirements of the
Securities Act in connection with a sale of


                                                                               3


any such Exchange Euro Senior Subordinated Notes received by such Exchanging
Dealer pursuant to the Registered Exchange Offer.

         In connection with the Registered Exchange Offer, the Issuer shall:

         (a) mail or cause to be mailed to each Holder a copy of the prospectus
forming part of the Exchange Offer Registration Statement, together with an
appropriate letter of transmittal and related documents;

         (b) keep the Registered Exchange Offer open for not less than 20
business days (or longer, if required by applicable law) after the date on which
notice of the Registered Exchange Offer is mailed to the Holders;

         (c) utilize the services of a depositary for the Registered Exchange
Offer with an address in the Borough of Manhattan, The City of New York;

         (d) permit Holders to withdraw tendered Euro Senior Subordinated Notes
at any time prior to the close of business, New York City time, on the last
business day on which the Registered Exchange Offer shall remain open; and

         (e) otherwise comply in all respects with all laws that are applicable
to the Registered Exchange Offer.

The Registered Exchange Offer shall not be subject to any conditions, other than
that the Registered Exchange Offer does not violate any applicable law or
applicable interpretations of the staff of the Commission.

         As soon as practicable after the close of the Registered Exchange
Offer, the Issuer shall:

         (f) accept for exchange all Euro Senior Subordinated Notes tendered and
not validly withdrawn pursuant to the Registered Exchange Offer;

         (g) deliver to the Trustee for cancelation all Euro Senior Subordinated
Notes so accepted for exchange; and

         (h) cause the Trustee or the Exchange Euro Senior Subordinated Trustee,
as the case may be, promptly to authenticate and deliver to each Holder,
Exchange Euro Senior Notes equal in principal amount to the Euro Senior
Subordinated Notes of such Holder so accepted for exchange.

         The Issuer shall use its reasonable best efforts to keep the Exchange
Offer Registration Statement effective and to amend and supplement the
prospectus contained therein in order to permit such prospectus to be used by
all persons subject to the prospectus delivery requirements of the Securities
Act for such period of time as such persons must comply with such requirements
in order to resell the Exchange Euro Senior Subordinated Notes; provided that
(i) in the case where such prospectus and any amendment or supplement thereto
must be delivered by an Exchanging Dealer, such


                                                                               4


period shall be the lesser of 180 days and the date on which all Exchanging
Dealers have sold all Exchange Euro Senior Subordinated Notes held by them and
(ii) the Issuer shall make such prospectus and any amendment or supplement
thereto available to any broker-dealer for use in connection with any resale of
any Exchange Euro Senior Subordinated Notes for a period of not less than 180
days after the consummation of the Registered Exchange Offer (such period being
called the "Exchange Offer Registration Period").

         The Euro Senior Subordinated Indenture or the Exchange Euro Senior
Subordinated Indenture, as the case may be, shall provide that the Euro Senior
Subordinated Notes and the Exchange Euro Senior Subordinated Notes shall vote
and consent together on all matters as one class and that none of the Euro
Senior Subordinated Notes or the Exchange Euro Senior Subordinated Notes will
have the right to vote or consent as a separate class on any matter.

         Interest on each Exchange Euro Senior Subordinated Note issued pursuant
to the Registered Exchange Offer will accrue from the last interest payment date
on which interest was paid on the Euro Senior Subordinated Note surrendered in
exchange therefor or, if no interest has been paid on the Euro Senior
Subordinated Notes, from the Issue Date.

         Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Issuer that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Euro Senior Subordinated Notes to be
received by such Holder will be acquired in the ordinary course of business,
(ii) such Holder will have no arrangements or understanding with any person to
participate in the distribution (within the meaning of the Securities Act) of
the Exchange Euro Senior Subordinated Notes, (iii) such Holder is not an
affiliate (as defined in Rule 405 under the Securities Act) of the Issuer or any
Guarantor and (iv) if such Holder is an Exchanging Dealer, then such Holder will
deliver a prospectus in connection with a sale of any Exchange Euro Senior
Subordinated Notes received by such Holder pursuant to the Registered Exchange
Offer.

         Notwithstanding any other provisions hereof, the Issuer and the
Guarantors will ensure that (i) the Exchange Offer Registration Statement and
any amendment thereto and any prospectus forming part thereof and any supplement
thereto complies in all material respects with the Securities Act and the rules
and regulations of the Commission thereunder, (ii) the Exchange Offer
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (iii) any prospectus forming part of the Exchange
Offer Registration Statement, and any supplement to such prospectus, does not,
at any time during the Exchange Offer Registration Period, include an untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading.

         2. Shelf Registration. If (i) because of any change in law or
applicable interpretations thereof by the Commission's staff, the Issuer is not
permitted to effect the Registered Exchange Offer as contemplated by Section 1
hereof, or (ii) any Euro Senior


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Subordinated Notes validly tendered pursuant to the Registered Exchange Offer
are not exchanged for Exchange Euro Senior Subordinated Notes within 290 days
after the Issue Date, or (iii) any Euro Initial Purchaser so requests with
respect to Euro Senior Subordinated Notes not eligible to be exchanged for
Exchange Euro Senior Subordinated Notes in the Registered Exchange Offer and
held by it following the consummation of the Registered Exchange Offer, or (iv)
any applicable law or interpretations do not permit any Holder to participate in
the Registered Exchange Offer, or (v) any Holder that participates in the
Registered Exchange Offer does not receive freely transferable Exchange Euro
Senior Subordinated Notes in exchange for tendered Euro Senior Subordinated
Notes, or (vi) the Issuer so elects, then the following provisions shall apply:

         (a) The Issuer and the Guarantors shall use their reasonable best
efforts to file as promptly as practicable with the Commission, and thereafter
shall use their reasonable best efforts to cause to be declared effective, a
shelf registration statement on an appropriate form under the Securities Act
relating to the offer and sale of the Transfer Restricted Euro Senior
Subordinated Notes (as defined below) by the Holders thereof from time to time
in accordance with the methods of distribution set forth in such registration
statement (a "Shelf Registration Statement" and, together with any Exchange
Offer Registration Statement, a "Registration Statement").

         (b) The Issuer and the Guarantors shall use their reasonable best
efforts to keep the Shelf Registration Statement continuously effective in order
to permit the prospectus forming part thereof to be used by Holders of Transfer
Restricted Euro Senior Subordinated Notes for a period ending on the earlier of
(i) two years from the Issue Date or such shorter period that will terminate
when all the Transfer Restricted Euro Senior Subordinated Notes covered by the
Shelf Registration Statement have been sold pursuant thereto and (ii) the date
on which the Euro Senior Subordinated Notes become eligible for resale without
regard to the volume, manner of sale and other restrictions contained in Rule
144 under the Securities Act pursuant to paragraph (k) thereof (in any such
case, such period being called the "Shelf Registration Period"). The Issuer and
the Guarantors shall be deemed not to have used their reasonable best efforts to
keep the Shelf Registration Statement effective during the requisite period if
any of them voluntarily take any action that would result in Holders of Transfer
Restricted Euro Senior Subordinated Notes covered thereby not being able to
offer and sell such Transfer Restricted Euro Senior Subordinated Notes during
that period, unless (A) such action is required by applicable law or (B) such
action was permitted by Section 2(c).

         (c) Notwithstanding the provisions of Section 2(b) (but subject to the
provisions of Section 3(b)), the Issuer and the Guarantors may issue a notice
that the Shelf Registration Statement is unusable pending the announcement of a
material corporate transaction and may issue any notice suspending use of the
Shelf Registration Statement required under applicable securities laws to be
issued.

         (d) Notwithstanding any other provisions hereof, the Issuer and the
Guarantors will ensure that (i) the Shelf Registration Statement and any
amendment thereto and any prospectus forming part thereof and any supplement
thereto complies in all material respects with the Securities Act and the rules
and regulations of the


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Commission thereunder, (ii) the Shelf Registration Statement and any amendment
thereto (in either case, other than with respect to information included therein
in reliance upon or in conformity with written information furnished to the
Issuer by or on behalf of any Holder specifically for use therein (the "Holders'
Information")) does not, when it becomes effective, contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading and (iii) any
prospectus forming part of the Shelf Registration Statement, and any supplement
to such prospectus (in either case, other than with respect to Holders'
Information), does not include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.

         3. Additional Interest. (a) The parties hereto agree that the Holders
of Transfer Restricted Euro Senior Subordinated Notes will suffer damages if the
Issuer and the Guarantors fail to fulfill their obligations under Section 1 or
Section 2, as applicable, and that it would not be feasible to ascertain the
extent of such damages. Accordingly, in the event that either (i) the Registered
Exchange Offer is not completed (other than in the event the Issuer and the
Guarantors file a Shelf Registration Statement) or (ii) the Shelf Registration
Statement, if required hereby, is not declared effective, in either case on or
prior to 290 days after the Issue Date (the "Target Registration Date"), the
interest rate on the Euro Senior Subordinated Notes will be increased by (x)
0.25% per annum for the first 90-day period immediately following the Target
Registration Date and (y) an additional 0.25% per annum with respect to each
subsequent 90-day period, in each case until the Registered Exchange Offer is
completed or the Shelf Registration Statement, if required hereby, is declared
effective by the Commission or the Euro Senior Subordinated Notes cease to
constitute Transfer Restricted Euro Senior Subordinated Notes, up to a maximum
of 1.00% per annum of additional interest.

         (a) If the Shelf Registration Statement has been declared effective and
thereafter either ceases to be effective, or the prospectus contained therein
ceases to be usable at any time during the Shelf Registration Period (as a
result of the issuance by the Issuer of a notice that the Shelf Registration
Statement is unusable pending the announcement of a material corporate
transaction, the issuance by the Issuer of a notice suspending use of the Shelf
Registration Statement as may be required under applicable securities laws to be
issued or for any other reason), and such failure to remain effective or usable
exists for more than 60 days (whether or not consecutive) in any twelve-month
period, then the interest rate on Euro Senior Subordinated Notes that constitute
Transfer Restricted Euro Senior Subordinated Notes will be increased (commencing
on the 61st day in such twelve-month period) by (x) 0.25% per annum for the
first 90-day period immediately following such 60th day of ineffectiveness or
lack of usability and (y) an additional 0.25% per annum with respect to each
such subsequent 90-day period, up to a maximum of 1.00% per annum of additional
interest, which additional interest shall cease to accrue on such date that the
Shelf Registration Statement has again been declared effective or the prospectus
contained therein again becomes usable. If after any such cessation of the
accrual of additional interest the Shelf Registration Statement again ceases to
be effective or the prospectus contained therein again ceases to be usable


                                                                               7


beyond the period permitted above, additional interest will again accrue
pursuant to the foregoing provisions.

         (b) The Issuer shall notify the Trustee and the paying agent under the
Euro Senior Subordinated Indenture promptly upon the happening of each and every
event that results in the accrual of additional interest pursuant to Section
3(a) or 3(b) (any such event being called a "Registration Default"). The Issuer
and the Guarantors shall pay the additional interest due on the Transfer
Restricted Euro Senior Subordinated Notes by depositing with the paying agent
(which may not be the Issuer for these purposes), in trust, for the benefit of
the Holders thereof, prior to 10:00 a.m., New York City time, on the next
interest payment date specified by the Euro Senior Subordinated Indenture and
the Euro Senior Subordinated Notes, sums sufficient to pay the additional
interest then due. The additional interest due shall be payable on each interest
payment date specified by the Euro Senior Subordinated Indenture and the Euro
Senior Subordinated Notes to the record holder entitled to receive the interest
payment to be made on such date. Each obligation to pay additional interest
shall be deemed to accrue from and including the date of the applicable
Registration Default.

         (c) The parties hereto agree that the liquidated damages in the form of
additional interest provided for in this Section 3 constitute a reasonable
estimate of and are intended to constitute the sole damages that will be
suffered by Holders of Transfer Restricted Euro Senior Subordinated Notes by
reason of the failure of (i) the Registered Exchange Offer to be completed, (ii)
the Shelf Registration Statement, if required hereby, to be declared effective
or (iii) the Shelf Registration Statement to remain effective (and the
prospectus contained therein to remain usable), in each case to the extent
required by this Agreement.

         (d) As used herein, the term "Transfer Restricted Euro Senior
Subordinated Notes" means (i) each Euro Senior Subordinated Note until the date
on which such Euro Senior Subordinated Note has been exchanged for a freely
transferable Exchange Euro Senior Subordinated Note in the Registered Exchange
Offer, (ii) each Euro Senior Subordinated Note until the date on which it has
been effectively registered under the Securities Act and disposed of in
accordance with the Shelf Registration Statement or (iii) each Euro Senior
Subordinated Note until the date on which it is distributed to the public
pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule
144(k) under the Securities Act. Notwithstanding anything to the contrary in
Sections 3(a) and 3(b) hereof, the Issuer and the Guarantors shall not be
required to pay additional interest to a Holder of Transfer Restricted Euro
Senior Subordinated Notes if such Holder failed to comply with its obligations
to make the representations set forth in the second to last paragraph of Section
1 or failed to provide the information required to be provided by it, if any,
pursuant to Section 4(n).

         4. Registration Procedures. In connection with any Registration
Statement, the following provisions shall apply:

         (a) The Issuer shall (i) furnish to each Euro Initial Purchaser, prior
to the filing thereof with the Commission, a copy of the Registration Statement
and each


                                                                               8


amendment thereof and each supplement, if any, to the prospectus included
therein; and (ii) include substantially the information set forth in Annex A
hereto on the cover, in Annex B hereto in the "Exchange offer procedures"
section and the "Purpose of the exchange offer" section (or comparable sections,
however captioned) and in Annex C hereto in the "Plan of distribution" section,
in each case of the prospectus forming a part of the Exchange Offer Registration
Statement, and include the information set forth in Annex D hereto in the Letter
of Transmittal delivered pursuant to the Registered Exchange Offer.

         (b) The Issuer shall advise each Euro Initial Purchaser and, in the
case of clauses (ii), (iii), (iv) and (v) below, each Exchanging Dealer and the
Holders (if applicable) and, if requested by any such person, confirm such
advice in writing (which advice pursuant to clauses (ii)-(v) hereof shall be
accompanied by an instruction to suspend the use of the prospectus until the
requisite changes have been made):

                  (i) when any Registration Statement and any amendment thereto
         has been filed with the Commission and when such Registration Statement
         or any post-effective amendment thereto has become effective;

                  (ii) of any request by the Commission after the effective date
         for amendments or supplements to any Registration Statement or the
         prospectus included therein or for additional information;

                  (iii) of the issuance by the Commission of any stop order
         suspending the effectiveness of any Registration Statement or the
         initiation of any proceedings for that purpose;

                  (iv) of the receipt by the Issuer of any notification with
         respect to the suspension of the qualification of the Euro Senior
         Subordinated Notes or the Exchange Euro Senior Subordinated Notes for
         sale in any jurisdiction or the initiation or threatening of any
         proceeding for such purpose; and

                  (v) of the happening of any event that requires the making of
         any changes in any Registration Statement or the prospectus included
         therein in order that the statements therein are not misleading and do
         not omit to state a material fact required to be stated therein or
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading.

         (c) The Issuer and the Guarantors will make every reasonable effort to
obtain the withdrawal at the earliest possible time of any order suspending the
effectiveness of any Registration Statement.

         (d) The Issuer will furnish to each Holder of Transfer Restricted Euro
Senior Subordinated Notes included within the coverage of any Shelf Registration
Statement, without charge, at least one conformed copy of such Shelf
Registration Statement and any post-effective amendment thereto, including
financial statements and


                                                                               9


schedules and, if any such Holder so requests in writing, all exhibits thereto
(including those, if any, incorporated by reference).

         (e) The Issuer will, during the Shelf Registration Period, promptly
deliver to each Holder of Transfer Restricted Euro Senior Subordinated Notes
included within the coverage of any Shelf Registration Statement, without
charge, as many copies of the prospectus (including each preliminary prospectus)
included in such Shelf Registration Statement and any amendment or supplement
thereto as such Holder may reasonably request; and the Issuer consents to the
use of such prospectus or any amendment or supplement thereto by each of the
selling Holders of Transfer Restricted Euro Senior Subordinated Notes in
connection with the offer and sale of the Transfer Restricted Euro Senior
Subordinated Notes covered by such prospectus or any amendment or supplement
thereto.

         (f) The Issuer will furnish to each Euro Initial Purchaser and each
Exchanging Dealer, and to any other Holder who so requests, without charge, at
least one conformed copy of the Exchange Offer Registration Statement and any
post-effective amendment thereto, including financial statements and schedules
and, if any Euro Initial Purchaser or Exchanging Dealer or any such Holder so
requests in writing, all exhibits thereto (including those, if any, incorporated
by reference).

         (g) The Issuer will, during the Exchange Offer Registration Period or
the Shelf Registration Period, as applicable, promptly deliver to each Euro
Initial Purchaser, each Exchanging Dealer and such other persons that are
required to deliver a prospectus following the Registered Exchange Offer,
without charge, as many copies of the final prospectus included in the Exchange
Offer Registration Statement or the Shelf Registration Statement and any
amendment or supplement thereto as such Euro Initial Purchaser, Exchanging
Dealer or other persons may reasonably request; and the Issuer and the
Guarantors consent to the use of such prospectus or any amendment or supplement
thereto by any such Euro Initial Purchaser, Exchanging Dealer or other persons,
as applicable, as aforesaid.

         (h) Prior to the effective date of any Registration Statement, the
Issuer and the Guarantors will use their reasonable best efforts to register or
qualify, or cooperate with the Holders of Euro Senior Subordinated Notes or
Exchange Euro Senior Subordinated Notes covered by such Registration Statement
and their respective counsel in connection with the registration or
qualification of, such Euro Senior Subordinated Notes or Exchange Euro Senior
Subordinated Notes for offer and sale under the securities or blue sky laws of
such jurisdictions as any such Holder reasonably requests in writing, and do any
and all other acts or things reasonably necessary to enable the offer and sale
in such jurisdictions of the Euro Senior Subordinated Notes or Exchange Euro
Senior Subordinated Notes covered by such Registration Statement; provided that
the Issuer and the Guarantors will not be required to qualify generally to do
business in any jurisdiction where they are not then so qualified or to take any
action which would subject them to general service of process or to taxation in
any such jurisdiction where they are not then so subject.



                                                                              10


         (i) The Issuer and the Guarantors will cooperate with the Holders of
Euro Senior Subordinated Notes or Exchange Euro Senior Subordinated Notes to
facilitate the timely preparation and delivery of certificates representing Euro
Senior Subordinated Notes or Exchange Euro Senior Subordinated Notes to be sold
pursuant to any Registration Statement free of any restrictive legends and in
such denominations and registered in such names as the Holders thereof may
request in writing at least three business days prior to the closing date of any
sales of Euro Senior Subordinated Notes or Exchange Euro Senior Subordinated
Notes pursuant to such Registration Statement.

         (j) If any event contemplated by Section 4(b)(ii) through (v) occurs
during the period for which the Issuer and the Guarantors are required to
maintain an effective Registration Statement (the "Effectiveness Period"), the
Issuer and the Guarantors will promptly prepare and file with the Commission a
post-effective amendment to the Registration Statement or a supplement to the
related prospectus or file any other required document so that, as thereafter
delivered to purchasers of the Euro Senior Subordinated Notes or Exchange Euro
Senior Subordinated Notes from a Holder, the prospectus will not include an
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.

         (k) Not later than the effective date of the applicable Registration
Statement, the Issuer will provide a CUSIP number and an International
Securities Identification Number (ISIN) for the Euro Senior Subordinated Notes
and the Exchange Euro Senior Subordinated Notes, as the case may be, and provide
the applicable trustee with printed certificates for the Euro Senior
Subordinated Notes or the Exchange Euro Senior Subordinated Notes, as the case
may be, in a form eligible for deposit with The Depository Trust Company and
with the common depositary for accounts of Euroclear and Clearstream.

         (l) The Issuer and the Guarantors will comply in all material respects
with all applicable rules and regulations of the Commission, and the Issuer will
make generally available to its security holders, as soon as practicable after
the effective date of the applicable Registration Statement, an earning
statement satisfying the provisions of Section 11(a) of the Securities Act.

         (m) The Issuer and the Guarantors will cause the Euro Senior
Subordinated Indenture or the Exchange Euro Senior Subordinated Indenture, as
the case may be, to be qualified under the Trust Indenture Act as required by
applicable law in a timely manner.

         (n) The Issuer may require each Holder of Transfer Restricted Euro
Senior Subordinated Notes to be registered pursuant to any Shelf Registration
Statement to furnish to the Issuer such information concerning the Holder and
the distribution of such Transfer Restricted Euro Senior Subordinated Notes as
the Issuer may from time to time reasonably request for inclusion in such Shelf
Registration Statement, and the Issuer may exclude from such registration the
Transfer Restricted Euro Senior Subordinated


                                                                              11


Notes of any Holder that fails to furnish such information within a reasonable
time after receiving such request.

         (o) In the case of a Shelf Registration Statement, each Holder of
Transfer Restricted Euro Senior Subordinated Notes to be registered pursuant
thereto agrees by acquisition of such Transfer Restricted Euro Senior
Subordinated Notes that, upon receipt of any notice from the Issuer pursuant to
Sections 2(c), 3(b) or 4(b)(ii) through (v), such Holder will discontinue
disposition of such Transfer Restricted Euro Senior Subordinated Notes until
such Holder's receipt of copies of the supplemental or amended prospectus
contemplated by Section 4(j) or until advised in writing by the Issuer that the
use of the applicable prospectus may be resumed (the "Advice"). If the Issuer
shall give any notice under Sections 2(c), 3(b) or 4(b)(ii) through (v) during
the Effectiveness Period, such Effectiveness Period shall be extended by the
number of days during such period from and including the date of the giving of
such notice to and including the date when each seller of Transfer Restricted
Euro Senior Subordinated Notes covered by such Registration Statement shall have
received (x) the copies of the supplemental or amended prospectus contemplated
by Section 4(j) (if an amended or supplemental prospectus is required) or (y)
the Advice (if no amended or supplemental prospectus is required).

         (p) In the case of a Shelf Registration Statement, the Issuer and the
Guarantors shall enter into such customary agreements (including, if requested
by the Holders of a majority in aggregate principal amount of the Euro Senior
Subordinated Notes being registered thereunder, an underwriting agreement in
customary form) and take all such other action, if any, as Holders of a majority
in aggregate principal amount of the Euro Senior Subordinated Notes being
registered thereunder, or the managing underwriters (if any), shall reasonably
request in order to facilitate any disposition of the Euro Senior Subordinated
Notes pursuant to such Shelf Registration Statement.

         (q) In the case of a Shelf Registration Statement, the Issuer shall (i)
make reasonably available for inspection at the location where they are normally
kept and during normal business hours by a representative of, and Special
Counsel (as defined below) acting for, Holders of a majority in aggregate
principal amount of the Euro Senior Subordinated Notes being registered
thereunder and any underwriter participating in any disposition of the Euro
Senior Subordinated Notes pursuant to such Shelf Registration Statement, all
relevant financial and other records, pertinent corporate documents and
properties of the Issuer and its subsidiaries and (ii) use its reasonable best
efforts to have its officers, directors, employees, accountants and counsel
supply all relevant information reasonably requested by such representative,
Special Counsel or any such underwriter (each, an "Inspector") in connection
with such Shelf Registration Statement; provided, however, that such Inspector
shall first agree in writing with the Issuer that any information that is
reasonably and in good faith designated by the Issuer in writing as confidential
at the time of delivery of such information shall be kept confidential by such
Inspector, unless (i) disclosure of such information is required by court or
administrative order or is necessary to respond to inquiries of regulatory
authorities, (ii) disclosure of such information is required by law (including
any disclosure requirements pursuant to Federal securities laws in connection
with the filing of such Registration Statement or the use of any prospectus),
(iii) such information becomes generally available to the public


                                                                              12


other than as a result of a disclosure or failure to safeguard such information
by such Inspector or (iv) such information becomes available to such Inspector
from a source other than the Issuer and its subsidiaries and such source is not
known, after due inquiry, by the relevant Holder to be bound by a
confidentiality agreement; provided further, that the foregoing investigation
shall be coordinated on behalf of the Holders by one representative designated
by and on behalf of such Holders, and any such confidential information shall be
available from such representative to such Holders so long as any Holder agrees
to be bound by such confidentiality agreement.

         (r) In the case of a Shelf Registration Statement, the Issuer shall, if
requested by Holders of a majority in aggregate principal amount of the Euro
Senior Subordinated Notes being registered thereunder, their Special Counsel or
the managing underwriters (if any) in connection with such Shelf Registration
Statement, use its reasonable best efforts to cause (i) its counsel to deliver
an opinion relating to the Shelf Registration Statement and the Euro Senior
Subordinated Notes in customary form and substance, (ii) its officers to execute
and deliver all customary documents and certificates requested by Holders of a
majority in aggregate principal amount of the Euro Senior Subordinated Notes
being registered thereunder, their Special Counsel or the managing underwriters
(if any) and (iii) its independent public accountants to provide a comfort
letter or letters in customary form and substance, subject to receipt of
appropriate documentation as contemplated, and only if permitted, by Statement
of Auditing Standards No. 72.

         5. Registration Expenses. The Issuer and the Guarantors will jointly
and severally bear all expenses incurred in connection with the performance of
its obligations under Sections 1, 2, 3 and 4 and, in connection with the Shelf
Registration Statement, the Issuer will reimburse the Euro Initial Purchasers
and the Holders for the reasonable fees and disbursements of one firm of
attorneys (in addition to any local counsel) chosen by the Holders of a majority
in aggregate principal amount of the Euro Senior Subordinated Notes being
registered thereunder (the "Special Counsel") acting for the Euro Initial
Purchasers or Holders in connection therewith, which counsel shall be approved
by the Issuer (such approval to not be unreasonably withheld). Each Euro Initial
Purchaser and Holder shall pay all expenses of its counsel (other than as set
forth in the preceding sentence), underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Euro Initial
Purchaser's or Holder's Euro Senior Subordinated Notes pursuant to the Shelf
Registration Statement.

         6. Indemnification. (a) In the event of a Shelf Registration Statement
or in connection with any prospectus delivery pursuant to an Exchange Offer
Registration Statement by a Euro Senior Subordinated Initial Purchaser or
Exchanging Dealer, as applicable, the Issuer and the Guarantors shall jointly
and severally indemnify and hold harmless each Holder (including, without
limitation, any such Euro Initial Purchaser or Exchanging Dealer), its
affiliates, their respective officers, directors, employees, representatives and
agents, and each person, if any, who controls such Holder within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively
referred to for purposes of this Section 6 and Section 7 as a Holder) from and
against any loss, claim, damage or liability, joint or several, or any action in
respect


                                                                              13


thereof (including, without limitation, any loss, claim, damage, liability or
action relating to purchases and sales of Euro Senior Subordinated Notes or
Exchange Euro Senior Subordinated Notes), to which that Holder may become
subject, whether commenced or threatened, under the Securities Act, the Exchange
Act, any other federal, state or foreign statutory law or regulation, at common
law or otherwise, insofar as such loss, claim, damage, liability or action
arises out of, or is based upon, (i) any untrue statement or alleged untrue
statement of a material fact contained in any such Registration Statement or any
prospectus forming part thereof or in any amendment or supplement thereto or
(ii) the omission or alleged omission to state therein a material fact required
to be stated therein or necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading, and
shall reimburse each Holder promptly upon demand for any legal or other expenses
reasonably incurred by that Holder in connection with investigating or defending
or preparing to defend against or appearing as a third party witness in
connection with any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that the Issuer and the Guarantors
shall not be liable in any such case to the extent that any such loss, claim,
damage, liability or action arises out of, or is based upon, an untrue statement
or alleged untrue statement in or omission or alleged omission from any of such
documents in reliance upon and in conformity with any Holders' Information; and
provided, further, that with respect to any such untrue statement in or omission
from any related preliminary prospectus, the indemnity agreement contained in
this Section 6(a) shall not inure to the benefit of any Holder from whom the
person asserting any such loss, claim, damage, liability or action received Euro
Senior Subordinated Notes or Exchange Euro Senior Subordinated Notes to the
extent that such loss, claim, damage, liability or action of or with respect to
such Holder results from the fact that both (A) a copy of the final prospectus
was not sent or given to such person at or prior to the written confirmation of
the sale of such Euro Senior Subordinated Notes or Exchange Euro Senior
Subordinated Notes to such person and (B) the untrue statement in or omission
from the related preliminary prospectus was corrected in the final prospectus,
unless such failure to deliver the final prospectus was a result of
non-compliance by the Issuer with Section 4(d), 4(e), 4(f) or 4(g).

         (a) In the event of a Shelf Registration Statement, each Holder shall
indemnify and hold harmless the Issuer, the Guarantors and their respective
affiliates, officers, directors, employees, representatives and agents, and each
person, if any, who controls the Issuer within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act (collectively referred to for
purposes of this Section 6(b) and Section 7 as the Issuer), from and against any
loss, claim, damage or liability, joint or several, or any action in respect
thereof, to which the Issuer may become subject, whether commenced or
threatened, under the Securities Act, the Exchange Act, any other federal, state
or foreign statutory law or regulation, at common law or otherwise, insofar as
such loss, claim, damage, liability or action arises out of, or is based upon,
(i) any untrue statement or alleged untrue statement of a material fact
contained in any such Registration Statement or any prospectus forming part
thereof or in any amendment or supplement thereto or (ii) the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, but in each case


                                                                              14


only to the extent that the untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
any Holders' Information furnished to the Issuer by such Holder, and shall
reimburse the Issuer for any legal or other expenses reasonably incurred by the
Issuer in connection with investigating or defending or preparing to defend
against or appearing as a third party witness in connection with any such loss,
claim, damage, liability or action as such expenses are incurred; provided,
however, that no such Holder shall be liable for any indemnity claims hereunder
in excess of the amount of net proceeds received by such Holder from the sale of
Euro Senior Subordinated Notes pursuant to such Shelf Registration Statement.

         (b) Promptly after receipt by an indemnified party under this Section 6
of notice of any claim or the commencement of any action, the indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party pursuant to Section 6(a) or 6(b), notify the indemnifying party in writing
of the claim or the commencement of that action; provided, however, that the
failure to notify the indemnifying party shall not relieve it from any liability
which it may have under this Section 6 except to the extent that it has been
materially prejudiced (through the forfeiture of substantive rights or defenses)
by such failure; and provided, further, that the failure to notify the
indemnifying party shall not relieve it from any liability which it may have to
an indemnified party otherwise than under this Section 6. If any such claim or
action shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 6 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than the reasonable costs of investigation; provided, however,
that an indemnified party shall have the right to employ its own counsel in any
such action, but the fees, expenses and other charges of such counsel for the
indemnified party will be at the expense of such indemnified party unless (1)
the employment of counsel by the indemnified party has been authorized in
writing by the indemnifying party, (2) the indemnified party has reasonably
concluded (based upon advice of counsel to the indemnified party) that there may
be legal defenses available to it or other indemnified parties that are
different from or in addition to those available to the indemnifying party, (3)
a conflict or potential conflict exists (based upon advice of counsel to the
indemnified party) between the indemnified party and the indemnifying party (in
which case the indemnifying party will not have the right to direct the defense
of such action on behalf of the indemnified party) or (4) the indemnifying party
has not in fact employed counsel reasonably satisfactory to the indemnified
party to assume the defense of such action within a reasonable time after
receiving notice of the commencement of the action, in each of which cases the
reasonable fees, disbursements and other charges of counsel will be at the
expense of the indemnifying party or parties. It is understood that the
indemnifying party or parties shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the fees,
disbursements and other charges of more than one separate firm of attorneys (in
addition to any local counsel) at any one time for all such indemnified party


                                                                              15


or parties. Each indemnified party, as a condition of the indemnity agreements
contained in Sections 6(a) and 6(b), shall use all reasonable efforts to
cooperate with the indemnifying party in the defense of any such action or
claim. No indemnifying party shall be liable for any settlement of any such
action effected without its written consent (which consent shall not be
unreasonably withheld), but if settled with its written consent or if there be a
final judgment for the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against any
loss or liability by reason of such settlement or judgment. No indemnifying
party shall, without the prior written consent of the indemnified party (which
consent shall not be unreasonably withheld), effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.

         7. Contribution. If the indemnification provided for in Section 6 is
unavailable or insufficient to hold harmless an indemnified party under Section
6(a) or 6(b) otherwise than as a result of the limitations therein contained,
then each indemnifying party shall, in lieu of indemnifying such indemnified
party, contribute to the amount paid or payable by such indemnified party as a
result of such loss, claim, damage or liability, or action in respect thereof,
(i) in such proportion as shall be appropriate to reflect the relative benefits
received by the Issuer from the offering and sale of the Euro Senior
Subordinated Notes, on the one hand, and a Holder with respect to the resale by
such Holder of Euro Senior Subordinated Notes or Exchange Euro Senior
Subordinated Notes, on the other, or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Issuer and the Guarantors, on the one
hand, and such Holder, on the other, with respect to the statements or omissions
that resulted in such loss, claim, damage or liability, or action in respect
thereof, as well as any other relevant equitable considerations. The relative
benefits received by the Issuer and the Guarantors, on the one hand, and a
Holder, on the other, with respect to such offering and such sale shall be
deemed to be in the same proportion as the total net proceeds from the offering
of the Euro Senior Subordinated Notes (before deducting expenses) received by or
on behalf of the Issuer, on the one hand, bear to the total proceeds received by
such Holder with respect to its sale of Euro Senior Subordinated Notes or
Exchange Euro Senior Subordinated Notes, on the other. The relative fault shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to the Issuer and the Guarantors or information supplied
by the Issuer and the Guarantors, on the one hand, or to any Holders'
Information supplied by such Holder, on the other, the intent of the parties,
and their relative knowledge, access to information and opportunity to correct
or prevent such untrue statement or omission. The parties hereto agree that it
would not be just and equitable if contributions pursuant to this Section 7 were
to be determined by pro rata allocation or by any other method of allocation
that does not take into account the equitable considerations referred to herein.
The amount paid or payable by an indemnified party as a result of the loss,
claim, damage or liability, or action in respect thereof, referred to above in
this Section 7


                                                                              16


shall be deemed to include, for purposes of this Section 7, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending or preparing to defend any such action or claim.
Notwithstanding the provisions of this Section 7, an indemnifying party that is
a Holder of Euro Senior Subordinated Notes or Exchange Euro Senior Subordinated
Notes shall not be required to contribute any amount in excess of the amount by
which the total price at which the Euro Senior Subordinated Notes or Exchange
Euro Senior Subordinated Notes sold by such indemnifying party to any purchaser
exceeds the amount of any damages which such indemnifying party has otherwise
paid or become liable to pay by reason of any untrue or alleged untrue statement
or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The remedies provided in this Section 7 and in
Section 6 are not exclusive and shall not limit any rights or remedies that may
otherwise be available to any indemnified person at law or in equity. The
indemnity and contribution provisions contained in this Section 7 and in Section
6 shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
the Euro Initial Purchasers or any Holder, their respective affiliates or any
person controlling any Euro Initial Purchaser or any Holder, or by or on behalf
of the Issuer or the Guarantors, their respective affiliates or the officers or
directors of or any person controlling the Issuer or the Guarantors, (iii)
acceptance of any of the Exchange Euro Senior Subordinated Notes and (iv) any
sale of Euro Senior Subordinated Notes pursuant to a Shelf Registration
Statement.

         8. Rules 144 and 144A. The Issuer shall use its reasonable best efforts
to file the reports required to be filed by it under the Securities Act and the
Exchange Act in a timely manner and, if at any time the Issuer is not required
to file such reports, it will, upon the written request of any Holder of
Transfer Restricted Euro Senior Subordinated Notes, make publicly available
other information so long as necessary to permit sales of such Holder's
securities pursuant to Rules 144 and 144A. The Issuer and the Guarantors
covenant that they will take such further action as any Holder of Transfer
Restricted Euro Senior Subordinated Notes may reasonably request, all to the
extent required from time to time to enable such Holder to sell Transfer
Restricted Euro Senior Subordinated Notes without registration under the
Securities Act within the limitation of the exemptions provided by Rules 144 and
144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon
the written request of any Holder of Transfer Restricted Euro Senior
Subordinated Notes, the Issuer and the Guarantors shall deliver to such Holder a
written statement as to whether they have complied with such requirements.
Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to
require the Issuer to register any of its securities pursuant to the Exchange
Act.

         9. Underwritten Registrations. If any of the Transfer Restricted Euro
Senior Subordinated Notes covered by any Shelf Registration Statement are to be
sold in an underwritten offering, the investment banker or investment bankers
and manager or managers that will administer the offering will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Euro Senior Subordinated Notes included in such offering, subject to
the consent of the Issuer (which shall not be


                                                                              17


unreasonably withheld or delayed), and such Holders shall be responsible for all
underwriting commissions and discounts and related expenses incurred (to the
extent provided by Section 5 hereof) in connection therewith.

         No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted Euro
Senior Subordinated Notes on the basis reasonably provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

         10. Miscellaneous. (a) Joinder of Guarantors. Upon consummation of the
Acquisition, any subsidiary of the Issuer that is required to be a Guarantor
under the Euro Senior Subordinated Indenture shall become a party to this
Agreement by executing and delivering a joinder agreement to this Agreement in
the form attached hereto as Exhibit A.

         (a) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, unless the Issuer so agrees and has
obtained the written consent of Holders of a majority in aggregate principal
amount of the Euro Senior Subordinated Notes and the Exchange Euro Senior
Subordinated Notes, taken as a single class. Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders whose Euro Senior Subordinated
Notes or Exchange Euro Senior Subordinated Notes are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders may be given by Holders of a majority in aggregate
principal amount of the Euro Senior Subordinated Notes and the Exchange Euro
Senior Subordinated Notes being sold by such Holders pursuant to such
Registration Statement.

         (b) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telecopier or air courier guaranteeing next-day delivery:

                  (1) if to a Holder, at the most current address given by such
         Holder to the Issuer in accordance with the provisions of this Section
         10(b), which address initially is, with respect to each Holder, the
         address of such Holder maintained by the Registrar under the Euro
         Senior Subordinated Indenture, with a copy in like manner to JPMSL,
         CSFB, Lehman, Deutsche, BofA, Scotia, TD and SunTrust;

                  (2) if to a Euro Initial Purchaser, initially at its address
         set forth in the Purchase Agreement;

                  (3) if to the Issuer, initially at the address of the Issuer
         set forth in the Purchase Agreement; and



                                                                              18


                  (4) if to the Guarantors, c/o the Issuer initially at the
         address of the Issuer set forth in the Purchase Agreement.

         All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; one business day after
being delivered to a next-day air courier; five business days after being
deposited in the mail; and when receipt is acknowledged by the recipient's
telecopier machine, if sent by telecopier.

         (c) Successors And Assigns. This Agreement shall be binding upon the
Issuer, the Guarantors and their respective successors and assigns.

         (d) Counterparts. This Agreement may be executed in any number of
counterparts (which may be delivered in original form or by telecopier) and by
the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

         (e) Definition of Terms. For purposes of this Agreement, (a) the term
"business day" means any day on which bond markets are generally open for
trading in New York City, (b) the term "subsidiary" has the meaning set forth in
Rule 405 under the Securities Act and (c) except where otherwise expressly
provided, the term "affiliate" has the meaning set forth in Rule 405 under the
Securities Act.

         (f) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (g) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         (h) No Inconsistent Agreements. The Issuer and each Guarantor
represents, warrants and agrees that (i) it has not entered into, and shall not,
on or after the date of this Agreement, enter into any agreement that is
inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof, (ii) it has not previously
entered into any agreement which remains in effect granting any registration
rights with respect to any of its debt securities to any person and (iii) (with
respect to the Issuer) without limiting the generality of the foregoing, without
the written consent of the Holders of a majority in aggregate principal amount
of the then outstanding Transfer Restricted Euro Senior Subordinated Notes, it
shall not grant to any person the right to request the Issuer to register any
debt securities of the Issuer under the Securities Act unless the rights so
granted are not in conflict or inconsistent with the provisions of this
Agreement.

         (i) No Piggyback on Registrations. Neither the Issuer nor any of its
security holders (other than the Holders of Transfer Restricted Euro Senior
Subordinated Notes in such capacity) shall have the right to include any
securities of the Issuer in any Shelf Registration or Registered Exchange Offer
other than Transfer Restricted Euro Senior Subordinated Notes.



                                                                              19


         (j) Severability. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

         (k) Third Party Beneficiaries. Each Holder shall be a third party
beneficiary to the agreements made hereunder between the Issuer and the
Guarantors, on the one hand, and the Euro Initial Purchasers, on the other hand,
and shall have the right to enforce such agreements directly to the extent it
deems such enforcement necessary or advisable to protect its rights or the
rights of other Holders hereunder.




                                                                              20


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


                                            TRW AUTOMOTIVE ACQUISITION CORP.

                                            By     /s/ Neil P. Simpkins
                                              ----------------------------------
                                            Name:  Neil P. Simpkins
                                            Title: President






Accepted:

J.P. MORGAN SECURITIES LTD.,

By: /s/ Benjamin Ben-Attar
   ----------------------------
    Authorized Signatory

for itself and on behalf of the several Euro Initial Purchasers





                                                                         ANNEX A

         Each broker-dealer that receives Exchange Euro Senior Subordinated
Notes for its own account pursuant to the Registered Exchange Offer must
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Euro Senior Subordinated Notes. The Letter of Transmittal states
that by so acknowledging and by delivering a prospectus, a broker-dealer will
not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. This prospectus, as it may be amended or supplemented from time
to time, may be used by a broker-dealer in connection with resales of Exchange
Euro Senior Subordinated Notes received in exchange for Euro Senior Subordinated
Notes where such Euro Senior Subordinated Notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities. The Issuer has agreed that, for a period of 180 days after the
consummation of the Registered Exchange Offer (the "Expiration Date"), it will
make this Prospectus available to any broker-dealer for use in connection with
any such resale. See "Plan of distribution".






                                                                         ANNEX B

         Each broker-dealer that receives Exchange Euro Senior Subordinated
Notes for its own account in exchange for Euro Senior Subordinated Notes, where
such Euro Senior Subordinated Notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of such Exchange
Euro Senior Subordinated Notes. See "Plan of distribution".




                                                                         ANNEX C

                              PLAN OF DISTRIBUTION


         Each broker-dealer that receives Exchange Euro Senior Subordinated
Notes for its own account pursuant to the Registered Exchange Offer must
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Euro Senior Subordinated Notes. This prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of Exchange Euro Senior Subordinated Notes received in
exchange for Euro Senior Subordinated Notes where such Euro Senior Subordinated
Notes were acquired as a result of market-making activities or other trading
activities. The Issuer has agreed that, for a period of 180 days after the
consummation of the Registered Exchange Offer, it will make this prospectus, as
amended or supplemented, available to any broker-dealer for use in connection
with any such resale. In addition, until [DATE], all dealers effecting
transactions in the Exchange Euro Senior Subordinated Notes may be required to
deliver a prospectus.

         The Issuer will not receive any proceeds from any exchange of Euro
Senior Subordinated Notes for Exchange Euro Senior Subordinated Notes or from
any sale of Exchange Euro Senior Subordinated Notes by broker-dealers. Exchange
Euro Senior Subordinated Notes received by broker-dealers for their own account
pursuant to the Registered Exchange Offer may be sold from time to time in one
or more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the Exchange Euro Senior Subordinated Notes or
a combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or at negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Euro Senior Subordinated Notes. Any broker-dealer that resells Exchange Euro
Senior Subordinated Notes that were received by it for its own account pursuant
to the Registered Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Euro Senior Subordinated Notes may be deemed to be
an "underwriter" within the meaning of the Securities Act and any profit on any
such resale of Exchange Euro Senior Subordinated Notes and any commission or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

         For a period of 180 days after the consummation of the Registered
Exchange Offer the Issuer will promptly send additional copies of this
prospectus and any amendment or supplement to this prospectus to any
broker-dealer that requests such documents in the Letter of Transmittal. The
Issuer has agreed to pay all expenses incident to the Registered Exchange Offer
other than commissions or concessions of any broker-dealers and will indemnify
the Holders of the Euro Senior Subordinated Notes (including any broker-dealers)
against certain liabilities, including liabilities under the Securities Act.





                                                                         ANNEX D

                  [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO
                  RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES
                  OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

                  Name:
                  Address:




If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Euro Senior Subordinated Notes. If the undersigned is a broker-dealer that will
receive Exchange Euro Senior Subordinated Notes for its own account in exchange
for Euro Senior Subordinated Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any resale of such Exchange Euro
Senior Subordinated Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.





                                                                      SCHEDULE I

                                   Guarantors

Automotive (LV) Corp.
Automotive J.V. L.L.C.
Kelsey-Hayes Company
Kelsey-Hayes Holdings Inc.
KH Holdings, Inc.
Lake Center Industries Transportation, Inc.
Lucas Automotive Inc.
LucasVarity Automotive Holding Co.
TRW Auto Holdings Inc.
TRW Automotive Finance (Luxembourg) SARL
TRW Automotive Holding Company
TRW Automotive Safety Systems Arkansas Inc.
TRW Automotive U.S. L.L.C.
TRW Composants Moteurs Inc.
TRW East Inc.
TRW Occupant Restraints South Africa Inc.
TRW Odyssey Inc.
TRW Overseas Inc.
TRW Powder Metal Inc.
TRW Safety Systems Inc.
TRW Technar Inc.
TRW Vehicle Safety Systems Inc.
Varity Executive Payroll, Inc.
Worldwide Distribution Centers, Inc.





                                                                       EXHIBIT A

                                    [Form Of]

            JOINDER TO THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                             _____________, 2003


J.P. Morgan Securities Ltd.
Credit Suisse First Boston Europe Ltd.
Lehman Brothers International (Europe)
Deutsche Bank AG London
Banc of America Securities Limited
Scotia Capital (USA) Inc.
TD Securities (USA) Inc.
SunTrust Capital Markets, Inc.
c/o J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York  10017

Ladies and Gentlemen:

         Reference is made to the Euro Senior Subordinated Exchange and
Registration Rights Agreement (the "Exchange and Registration Rights Agreement")
dated February 18, 2003, among TRW Automotive Acquisition Corp., a Delaware
corporation (the "Issuer"), J.P. Morgan Securities Ltd., Credit Suisse First
Boston Europe Limited, Lehman Brothers International (Europe), Deutsche Bank AG
London, Banc of America Securities Limited, Scotia Capital (USA) Inc., TD
Securities (USA) Inc. and SunTrust Capital Markets, Inc. (collectively, the
"Euro Initial Purchasers") concerning the purchase of the Euro Senior
Subordinated Notes (as defined in the Exchange and Registration Rights
Agreement) from the Issuer by the several Euro Initial Purchasers. Capitalized
terms used herein but not defined herein shall have the meanings assigned to
such terms in the Exchange and Registration Rights Agreement.

         The Issuer and each of the Guarantors listed on Schedule I hereto (the
"Guarantors") agree that this letter agreement is being executed and delivered
in connection with the issue and sale of the Euro Senior Subordinated Notes
pursuant to the Purchase Agreement and to induce the Euro Initial Purchasers to
purchase the Securities thereunder and is being executed concurrently with the
consummation of the Acquisition.

         1. Joinder. Each of the parties hereto hereby agrees to be become bound
by the terms, conditions and other provisions of the Exchange and Registration
Rights Agreement with all attendant rights, duties and obligations stated
therein, with the same force and effect as if originally named as a Guarantor
therein and as if such party executed the Exchange and Registration Rights
Agreement on the date thereof.

         2. Representations, Warranties and Agreements of the Guarantors. Each
Guarantor represents and warrants to, and agrees with, the several Euro Initial
Purchasers on and as of the date hereof that such Guarantor has the corporate
power to execute and deliver this letter agreement and all corporate action
required to be taken by it for the due



                                                                               2


and proper authorization, execution, delivery and performance of this letter
agreement, and the consummation of the transactions contemplated hereby has been
duly and validly taken; this letter agreement has been duly authorized, executed
and delivered by such Guarantor and constitutes a valid and legally binding
agreement of such Guarantor enforceable against such Guarantor in accordance
with its terms.

         3. GOVERNING LAW. THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         4. Counterparts. This letter agreement may be executed in one or more
counterparts (which may include counterparts delivered by telecopier) and, if
executed in more than one counterpart, the executed counterparts shall each be
deemed to be an original, but all such counterparts shall together constitute
one and the same instrument.

         5. Amendments. No amendment or waiver of any provision of this letter
agreement, nor any consent or approval to any departure therefrom, shall in any
event be effective unless the same shall be in writing and signed by the parties
hereto.

         6. Headings. The headings herein are inserted for the convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this letter agreement.




                                                                               3


         If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us a counterpart hereof, whereupon this
letter agreement will become a binding agreement between the Issuer, the
Guarantors party hereto and the several Euro Initial Purchasers in accordance
with its terms.

                                Very truly yours,


                                AUTOMOTIVE (LV) CORP., as Guarantor,

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                AUTOMOTIVE J.V. L.L.C., as Guarantor,

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                KELSEY-HAYES COMPANY, as
                                Guarantor, By:

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                KELSEY-HAYES HOLDINGS INC., as Guarantor,

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                KH HOLDINGS, INC., as Guarantor,

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:



                                                                               4


                                LAKE CENTER INDUSTRIES TRANSPORTATION, INC., as
                                Guarantor,

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                LUCAS AUTOMOTIVE INC., as Guarantor,

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                LUCASVARITY AUTOMOTIVE HOLDING CO., as
                                Guarantor,

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                TRW AUTO HOLDINGS INC., as Guarantor,

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                TRW AUTOMOTIVE FINANCE (LUXEMBOURG) SARL, as
                                Guarantor,

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:




                                                                               5


                                TRW AUTOMOTIVE HOLDING COMPANY, as Guarantor,

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                TRW AUTOMOTIVE SAFETY SYSTEMS ARKANSAS INC., as
                                Guarantor,

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                TRW AUTOMOTIVE U.S. L.L.C., as Guarantor,

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                TRW COMPOSANTS MOTEURS INC., as Guarantor,

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                TRW EAST INC., as Guarantor,

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:




                                                                               6


                                TRW OCCUPANT RESTRAINTS SOUTH AFRICA INC., as
                                Guarantor,

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                TRW ODYSSEY INC., as Guarantor,

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:

                                TRW OVERSEAS INC., as Guarantor,

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                TRW POWDER METAL INC., as Guarantor,

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                TRW SAFETY SYSTEMS INC., as Guarantor,

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:



                                                                               7


                                TRW TECHNAR INC., as Guarantor,

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                TRW VEHICLE SAFETY SYSTEMS INC., as Guarantor,

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                VARITY EXECUTIVE PAYROLL, INC., as Guarantor,

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                WORLDWIDE DISTRIBUTION CENTERS, INC., as
                                Guarantor,

                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:





                                                                               8

Accepted:  [                ], 2003


J.P. MORGAN SECURITIES LTD.
CREDIT SUISSE FIRST BOSTON EUROPE LTD.
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
DEUTSCHE BANK AG LONDON
BANC OF AMERICA SECURITIES LIMITED
SCOTIA CAPITAL INC.
TD SECURITIES (USA) INC.
SUNTRUST CAPITAL MARKETS, INC.


By:  J.P. MORGAN SECURITIES LTD.

By:

-----------------------------------
Name:
Title: