TRW Automotive Holdings Corp Sample Contracts

BY AND AMONG
Stockholders Agreement • January 29th, 2004 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • Delaware
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AMENDMENT NO. 2 Dated as of May 2, 2005
Loan Agreement • May 5th, 2005 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 9, 2004,
Credit Agreement • January 15th, 2004 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
ARTICLE I DEFINITIONS
Servicing Agreement • February 23rd, 2005 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
AMENDMENT NO. 1
Receivables Purchase Agreement • February 23rd, 2005 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
RIGHTS AGREEMENT TRW AUTOMOTIVE HOLDINGS CORP.
Rights Agreement • January 26th, 2004 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • Delaware
EXHIBIT 10.6 AMENDED AND RESTATED TRANSFER AGREEMENT Dated as of December 31, 2004
Transfer Agreement • February 23rd, 2005 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
Among
Credit Agreement • February 23rd, 2005 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
W I T N E S S E T H :
Second Supplemental Indenture • January 15th, 2004 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
GENERAL RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • May 7th, 2004 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
EXHIBIT 10.1
Credit Agreement • May 5th, 2005 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
EXHIBIT 10.6 THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 2, 2004,
Credit Agreement • November 4th, 2004 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
PERFORMANCE GUARANTY
TRW Automotive Holdings Corp • July 28th, 2004 • Motor vehicle parts & accessories • New York
COMMON STOCK
Common Stock • January 27th, 2004 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
AGREEMENT AND PLAN OF MERGER Among TRW AUTOMOTIVE HOLDINGS CORP., ZF FRIEDRICHSHAFEN AG and MSNA, INC. Dated as of September 15, 2014
Agreement and Plan of Merger • September 15th, 2014 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of September 15, 2014 (this “Agreement”), is entered into by and among TRW Automotive Holdings Corp., a Delaware corporation (the “Company”), ZF Friedrichshafen AG, a stock corporation organized and existing under the laws of the Federal Republic of Germany (“Parent”), and MSNA, Inc., a Delaware corporation and a wholly owned subsidiary of Parent held directly by ZF North America, Inc. (“ZNA”) (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”).

SHARE REPURCHASE AGREEMENT
Share Repurchase Agreement • January 26th, 2004 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
EXHIBIT 10.5 STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT
Stock Purchase and Registration Rights Agreement • May 5th, 2005 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
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PRELIMINARY STATEMENTS
Receivables Loan Agreement • February 23rd, 2005 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
Underwriting Agreement
Underwriting Agreement • August 9th, 2013 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York

The persons named in Schedule I hereto (each, a “Selling Stockholder” and together, the “Selling Stockholders”), propose severally and not jointly, subject to the terms and conditions stated herein, to sell to Citigroup Global Markets Inc. (“you” or the “Underwriter”) an aggregate of 10,900,000 shares (the “Shares”), par value $0.01 per share (“Stock”), of TRW Automotive Holdings Corp., a Delaware corporation (the “Company”). The number of Shares to be sold by each Selling Stockholder is the number of Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto.

by and among TRW AUTOMOTIVE GLOBAL RECEIVABLES LLC as Borrower
Receivables Loan Agreement • February 23rd, 2005 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
TRW AUTOMOTIVE HOLDINGS CORP. Common Stock Underwriting Agreement
Underwriting Agreement • August 10th, 2012 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York

TRW Automotive Holdings Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares (the “Securities”), par value $0.01 per share (“Stock”) of the Company.

EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 28, 2012, Among TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INC. (f/k/a TRW AUTOMOTIVE ACQUISITION CORP.), THE FOREIGN SUBSIDIARY BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO,...
Credit Agreement • October 1st, 2012 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York

EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 28, 2012 (this “Agreement”), among TRW AUTOMOTIVE HOLDINGS CORP., a Delaware corporation (“Holdings”), TRW AUTOMOTIVE INC. (f/k/a TRW AUTOMOTIVE ACQUISITION CORP.), a Delaware corporation (the “U.S. Borrower”), the FOREIGN SUBSIDIARY BORROWERS party hereto, the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A. (f/k/a JPMORGAN CHASE BANK), as administrative agent (in such capacity, the “Administrative Agent”), and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders, and BANK OF AMERICA, N.A., as syndication agent (in such capacity, the “Syndication Agent”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 13th, 2008 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • Delaware

This Indemnification Agreement (“Agreement”) is made as of ___, 2008 by and between TRW Automotive Holdings Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).

RECITALS
Performance Guaranty • February 23rd, 2005 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
TRW AUTOMOTIVE HOLDINGS CORP. 2012 STOCK INCENTIVE PLAN EXECUTIVE OFFICER STOCK-SETTLED STOCK APPRECIATION RIGHTS AGREEMENT
Settled Stock Appreciation Rights Agreement • April 30th, 2013 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • Delaware

THIS AGREEMENT, is made effective as of , 20 (the “Date of Grant”), between TRW Automotive Holdings Corp. (the “Company”) and (the “Participant”).

TRW AUTOMOTIVE HOLDINGS CORP. 2012 STOCK INCENTIVE PLAN CHIEF EXECUTIVE OFFICER STOCK- SETTLED STOCK APPRECIATION RIGHTS AGREEMENT
Stock Appreciation Rights Agreement • April 30th, 2013 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • Delaware

THIS AGREEMENT, is made effective as of , 20 (the “Date of Grant”), between TRW Automotive Holdings Corp. (the “Company”) and (the “Participant”).

THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • March 26th, 2007 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York

THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of March 26, 2007, and is by and among TRW Automotive Inc., a Delaware corporation (the “Issuer”), the direct and indirect subsidiaries of the Issuer listed on the signature pages hereof (collectively, the “Subsidiary Guarantors”) and The Bank of New York, as trustee (the “Trustee”).

TRW AUTOMOTIVE HOLDINGS CORP. 2003 STOCK INCENTIVE PLAN CHIEF EXECUTIVE OFFICER RESTRICTED STOCK UNIT AGREEMENT
Officer Restricted Stock Unit Agreement • February 25th, 2005 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York

THIS AGREEMENT, is made effective as of ___,2005 (the “Grant Date”), between TRW Automotive Holdings Corp. (the “Company”) and ___(the “Participant”).

FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 22nd, 2008 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York

FIFTH AMENDMENT dated as of December 18, 2008 (this “Amendment”) to EMPLOYMENT AGREEMENT dated as of February 27, 2003, as amended (the “Agreement”) by and between TRW Limited (the “Company”) and Peter J. Lake (“Executive”).

GENERAL RESTRICTED STOCK UNIT AGREEMENT
General Restricted Stock Unit Agreement • November 4th, 2004 • TRW Automotive Holdings Corp • Motor vehicle parts & accessories • New York
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