EXHIBIT 4.14
JOINDER TO THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
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 Subordinated 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 Subordinated 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 Subordinated 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.
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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
▇▇▇▇▇ AUTOMOTIVE INC., as Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Secretary
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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
TRW AUTOMOTIVE FINANCE (LUXEMBOURG),
S.A.R.L., as Guarantor,
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Sole Manager
TRW AUTOMOTIVE HOLDING COMPANY, as
Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and General Counsel
TRW AUTOMOTIVE J.V. LLC, as Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and General Counsel
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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
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
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TRW OVERSEAS INC., as Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Secretary and Vice
President
TRW POWDER METAL INC., as Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Secretary and Vice 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
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WORLDWIDE DISTRIBUTION CENTERS, INC., as
Guarantor,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
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/ ▇▇▇▇▇▇▇▇ ▇▇▇-▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇-▇▇▇▇▇
Title: Vice President
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