TERMS AND CONDITIONSRestricted Stock Agreement • March 4th, 2002 • TRW Inc • Motor vehicle parts & accessories
Director Transferable Nonqualified Stock Option Agreement TERMS AND CONDITIONSTRW Inc • March 4th, 2002 • Motor vehicle parts & accessories
364-DAY AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 22, 2002 among TRW INC. The Borrowing Subsidiaries Party Hereto The Lenders Party Hereto and JPMORGAN CHASE BANK, as Administrative Agent SALOMON SMITH BARNEY INC., as Syndication Agent...Credit Agreement • March 4th, 2002 • TRW Inc • Motor vehicle parts & accessories • New York
364-DAY CREDIT AGREEMENT dated as of January 22, 2002, among TRW INC., the BORROWING SUBSIDIARIES from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, as Administrative Agent and SALOMON SMITH BARNEY INC., as Syndication Agent.
Stock Option Agreement Qualified Under the Laws of France TERMS AND CONDITIONSTRW Inc • March 4th, 2002 • Motor vehicle parts & accessories
Non-U.S. Long-Term Restricted Stock AgreementTRW Inc • March 4th, 2002 • Motor vehicle parts & accessories
Nonqualified Stock Option Agreement TERMS AND CONDITIONSNonqualified Stock Option Agreement • March 4th, 2002 • TRW Inc • Motor vehicle parts & accessories
AMENDMENT NO. 2 TO SERVICE AGREEMENTService Agreement • March 4th, 2002 • TRW Inc • Motor vehicle parts & accessories
This Amendment No. 2 (“Amendment”) entered into as of this 16th day of November, 2001, between and among LucasVarity Limited, a private limited company registered in England and Wales (formerly known as LucasVarity plc) (the “Company”), TRW Inc., as Ohio corporation (the “Parent”), and John Charles Plant (the “Executive”).
AMENDMENT NO. 1 dated as of December 19, 2001 to RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • March 4th, 2002 • TRW Inc • Motor vehicle parts & accessories • New York
This AMENDMENT NO. 1 (the “Amendment”) is executed as of December 19, 2001, among TRW RECEIVABLES INC., a Delaware corporation, as Seller, TRW INC., an Ohio corporation, as Servicer, CHARTA CORPORATION, Delaware corporation (“Charta”), CIESCO, L.P., a New York limited partnership (“CIESCO”), WCP FUNDING, INC., a Delaware corporation (“WCP”), CORPORATE RECEIVABLES CORPORATION, a California corporation (“CRC”), and CORPORATE ASSET FUNDING COMPANY, INC., a Delaware corporation (“CAFCO”) (Charta, Ciesco, WCP, CRC and CAFCO are collectively referred to as the “Conduit Purchasers” and each, individually, a “Conduit Purchaser”), CITIBANK, N.A., as Committed Purchaser and Managing Agent, and CITICORP NORTH AMERICA, INC., a Delaware corporation, as Agent for the Conduit Purchasers and the Committed Purchasers. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the “RPA” referred to below.
TERM CREDIT AGREEMENT dated as of January 22, 2002 among TRW INC. The Lenders Party Hereto and JPMORGAN CHASE BANK, as Administrative Agent SALOMON SMITH BARNEY INC., as Syndication Agent BANK OF AMERICA, N.A., BARCLAYS BANK PLC, as Co-Documentation...Term Credit Agreement • March 4th, 2002 • TRW Inc • Motor vehicle parts & accessories • New York
TRW Restricted Stock Unit Agreement TERMS AND CONDITIONSRestricted Stock Unit Agreement • March 4th, 2002 • TRW Inc • Motor vehicle parts & accessories • Ohio
AMENDED AND RESTATED EMPLOYMENT CONTINUATION AGREEMENTEmployment Continuation Agreement • March 4th, 2002 • TRW Inc • Motor vehicle parts & accessories • Ohio
This AMENDED AND RESTATED EMPLOYMENT CONTINUATION AGREEMENT (this “Agreement”), is made and entered into as of [DATE], by TRW INC., an Ohio corporation (the “Company”), and (the “Executive”).
TRW Inc. Executive Offices 1900 Richmond Road Cleveland, OH 44124 February 28, 2002 Philip A. Odeen 1209 Crest Lane McLean, VA 22101 Dear Phil:TRW Inc • March 4th, 2002 • Motor vehicle parts & accessories
This letter agreement confirms our understanding relating to the engagement by TRW Inc. (“TRW”) of you as a consultant to TRW in the position of Non-Executive Chairman until the search for a CEO is completed or such other date as may be determined by the TRW Directors. The terms and conditions attached as Exhibit 1 also apply fully to the engagement and, together with this letter, constitute our “Agreement.” The terms of the Agreement have been approved by the TRW Directors.
Transferable Nonqualified Stock Option Agreement TERMS AND CONDITIONSTRW Inc • March 4th, 2002 • Motor vehicle parts & accessories
October 25, 2001 Philip A. Odeen 1209 Crest Lane McLean, VA 22101 Dear Phil:TRW Inc • March 4th, 2002 • Motor vehicle parts & accessories
This letter agreement confirms our understanding relating to the engagement by TRW Inc. (“TRW”) of you as a consultant to TRW. The terms and conditions attached as Exhibit 1 also apply fully to the engagement and, together with this letter, constitute our “Agreement.” The agreement is subject to the approval of the Compensation Committee of the TRW Directors.
TRW INC. KEY EXECUTIVE LIFE INSURANCE PLAN (Amended and Restated as of February 28, 2002)TRW Inc • March 4th, 2002 • Motor vehicle parts & accessories • Ohio
RECEIVABLES PURCHASE AGREEMENT, among TRW RECEIVABLES INC., as Seller, TRW INC., as Servicer, CHARTA CORPORATION, CIESCO, L.P., CORPORATE ASSET FUNDING COMPANY, INC., CORPORATE RECEIVABLES CORPORATION, and WCP FUNDING, INC., as the Conduit Purchasers,...Receivables Purchase Agreement • March 4th, 2002 • TRW Inc • Motor vehicle parts & accessories • New York
This RECEIVABLES PURCHASE AGREEMENT dated as of November 20, 2001 among TRW RECEIVABLES INC., a Delaware corporation, as Seller, TRW INC., an Ohio corporation, as Servicer, CHARTA CORPORATION, Delaware corporation (“Charta”), CIESCO, L.P., a New York limited partnership (“CIESCO”), WCP FUNDING, INC., a Delaware corporation (“WCP”), CORPORATE RECEIVABLES CORPORATION, a California corporation (“CRC”), and CORPORATE ASSET FUNDING COMPANY, INC., a Delaware corporation (“CAFCO”) (Charta, Ciesco, WCP, CRC and CAFCO are collectively referred to as the “Conduit Purchasers” and each, individually, a “Conduit Purchaser”), THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Committed Purchasers and Managing Agents, and CITICORP NORTH AMERICA, INC., a Delaware corporation, as Agent for the Conduit Purchasers and the Committed Purchasers. Capitalized terms used herein shall have the meanings specified in Section 1.01.
