EXHIBIT 4.10
JOINDER TO THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
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February 28, 2003
▇.▇. ▇▇▇▇▇▇ Securities Inc.
Credit Suisse First Boston LLC
▇▇▇▇▇▇ Brothers Inc.
Deutsche Bank Securities Inc.
Banc of America Securities LLC
Scotia Capital (USA) Inc.
TD Securities (USA) Inc.
SunTrust Capital Markets, Inc.
c/o ▇.▇. ▇▇▇▇▇▇ Securities Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Reference is made to the Dollar Senior Notes Exchange and Registration
Rights Agreement (the "Exchange and Registration Rights Agreement") dated
February 18, 2003, among TRW Automotive Acquisition Corp., a Delaware
corporation (the "Issuer"), ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse First
Boston LLC, ▇▇▇▇▇▇ Brothers Inc., Deutsche Bank Securities Inc., Banc of America
Securities LLC, Scotia Capital (USA) Inc., TD Securities (USA) Inc. and SunTrust
Capital Markets, Inc. (collectively, the "Dollar Initial Purchasers") concerning
the purchase of the Dollar Senior Notes (as defined in the Exchange and
Registration Rights Agreement) from the Issuer by the several Dollar Initial
Purchasers. Capitalized terms used herein but not defined herein shall have the
meanings assigned to such terms in the Exchange and Registration Rights
Agreement.
The Issuer and each of the Guarantors party hereto (the "Guarantors")
agree that this letter agreement is being executed and delivered in connection
with the issue and sale of the Dollar Senior Notes pursuant to the Purchase
Agreement and to induce the Dollar Initial Purchasers to purchase the Securities
thereunder and is being executed concurrently with the consummation of the
Acquisition.
1. Joinder. Each of the parties hereto hereby agrees to become bound by
the terms, conditions and other provisions of the Exchange and Registration
Rights Agreement with all attendant rights, duties and obligations stated
therein, with the same force and effect as if originally named as a Guarantor
therein and as if such party executed the Exchange and Registration Rights
Agreement on the date thereof.
2. Representations, Warranties and Agreements of the Guarantors. Each
Guarantor represents and warrants to, and agrees with, the several Dollar
Initial Purchasers on and as of the date hereof that such Guarantor has the
corporate power to execute and deliver this letter agreement and all corporate
action required to be taken by
it for the due and proper authorization, execution, delivery and performance of
this letter agreement, and the consummation of the transactions contemplated
hereby has been duly and validly taken; this letter agreement has been duly
authorized, executed and delivered by such Guarantor and constitutes a valid and
legally binding agreement of such Guarantor enforceable against such Guarantor
in accordance with its terms.
3. GOVERNING LAW. THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
4. Counterparts. This letter agreement may be executed in one or more
counterparts (which may include counterparts delivered by telecopier) and, if
executed in more than one counterpart, the executed counterparts shall each be
deemed to be an original, but all such counterparts shall together constitute
one and the same instrument.
5. Amendments. No amendment or waiver of any provision of this letter
agreement, nor any consent or approval to any departure therefrom, shall in any
event be effective unless the same shall be in writing and signed by the parties
hereto.
6. Headings. The headings herein are inserted for the convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this letter agreement.
2
If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us a counterpart hereof, whereupon this
letter agreement will become a binding agreement between the Issuer, the
Guarantors party hereto and the several Dollar Initial Purchasers in accordance
with its terms.
Very truly yours,
▇▇▇▇▇▇-▇▇▇▇▇ COMPANY, as Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Secretary and Vice President
▇▇▇▇▇▇-▇▇▇▇▇ HOLDINGS INC., as
Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Secretary and Vice President
KH HOLDINGS, INC., as Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Secretary and Vice President
LAKE CENTER INDUSTRIES
TRANSPORTATION, INC., as Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
3
▇▇▇▇▇ AUTOMOTIVE INC., as Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Secretary
LUCASVARITY AUTOMOTIVE
HOLDING COMPANY, as Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and General Counsel
TRW AUTO HOLDINGS INC., as
Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and General Counsel
TRW AUTOMOTIVE (LV) CORP., as Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Secretary
4
TRW AUTOMOTIVE FINANCE
(LUXEMBOURG), SARL, as Guarantor,
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Sole Manager
TRW AUTOMOTIVE HOLDING
COMPANY, as Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Secretary and Vice President
TRW AUTOMOTIVE J.V. LLC, as Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and General Counsel
TRW AUTOMOTIVE SAFETY SYSTEMS
ARKANSAS INC., as Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Secretary and Vice President
TRW AUTOMOTIVE U.S. LLC, as
Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and General Counsel
5
TRW COMPOSANTS MOTEURS INC., as Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Secretary
TRW EAST INC., as Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Secretary and Vice President
TRW OCCUPANT RESTRAINTS SOUTH
AFRICA INC., as Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Secretary and Vice President
TRW ODYSSEY INC., as Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Secretary and Vice President
TRW OVERSEAS INC., as Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Secretary and
Vice President
6
TRW POWDER METAL INC., as
Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Secretary and President
TRW SAFETY SYSTEMS INC., as
Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Secretary and Vice President
TRW TECHNAR INC., as Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Secretary and Vice President
TRW VEHICLE SAFETY SYSTEMS INC., as Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and General Counsel
VARITY EXECUTIVE PAYROLL, INC., as Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Secretary
7
WORLDWIDE DISTRIBUTION
CENTERS, INC., as Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Secretary and Vice President
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Accepted: February 28, 2003
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
CREDIT SUISSE FIRST BOSTON LLC
▇▇▇▇▇▇ BROTHERS INC.
DEUTSCHE BANK SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
SCOTIA CAPITAL (USA) INC.
TD SECURITIES (USA) INC.
SUNTRUST CAPITAL MARKETS, INC.
By: ▇.▇. ▇▇▇▇▇▇ SECURITIES INC.,
By:
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇-▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇-▇▇▇▇▇
Title: VICE PRESIDENT
