Home / CompanyIntelligence / Auto Parts / TRW Automotive Holdings Corp.

TRW Automotive Holdings Corp. ▼

Business
Compensation
Corporate
Employment
Fee Agreements
Financing
Legal
Licensing
Loans
Miscellany
Plans
Purchase & Sale
Securities

Page 1 of 11

Preview Full Doc	2007	Bylaws Bylaws (61K) Doc #2708306: Click preview link for longer preview. BYLAWS of DEEP WELL OIL AND GAS, INC. A Nevada Corporation Article I Offices Section 1.01. Principal office. The principal office for the transaction of business of this Corporation shall be at such location as determined from time to time by the Board of Directors. The principal office of the Corporation may be in any State as determined by the Board of Directors. The Board of Directors has full power and authority to change the principal office from one location to another in any state. Section 1.02. Other offices. The Corporation may also have offices at such other places, . . . 2708306	TRW Automotive TRW Automotive Holdings Corp.
Full Doc	2005	Consent of Independent Registered Public Accountants Consent of Independent Registered Public Accountants (1K) Doc #782845: This document is immediately available for purchase, but does not have a preview available for viewing. 782845	TRW Automotive TRW Automotive Holdings Corp.
Full Doc	2005	Consent of Independent Registered Public Accountants Consent of Independent Registered Public Accountants (1K) Doc #782846: This document is immediately available for purchase, but does not have a preview available for viewing. 782846	TRW Automotive TRW Automotive Holdings Corp.
Full Doc	2005	Consent of Independent Registered Public Accountants Consent of Independent Registered Public Accountants (1K) Doc #782848: This document is immediately available for purchase, but does not have a preview available for viewing. 782848	TRW Automotive TRW Automotive Holdings Corp.
Preview Full Doc	2007	Consulting Agreement Consulting Agreement (21K) Doc #2708327: Click preview link for longer preview. THIS AGREEMENT MADE AS OF THE 1st DAY OF JULY, 2005 BETWEEN: NORTHERN ALBERTA OIL LTD. a body corporate (hereinafter referred to as "the Company") OF THE FIRST PART - and - PORTWEST INVESTMENTS LTD. a body corporate (hereinafter referred to as ï¿½the Consultantï¿½) OF THE SECOND PART CONSULTING AGREEMENT WHEREAS the Company is in the business of buying, selling, financing, developing or otherwise dealing with oil and gas properties AND WHEREAS the Company has agreed to hire the Consultant to provide the services and expertise of DR. Horst A. Schmid ( . . . 2708327	TRW Automotive TRW Automotive Holdings Corp.
Preview Full Doc	2007	Consulting Agreement Consulting Agreement (21K) Doc #2708328: Click preview link for longer preview. THIS AGREEMENT MADE AS OF THE 1st DAY OF JULY, 2005 BETWEEN: NORTHERN ALBERTA OIL LTD. a body corporate (hereinafter referred to as "the Company") OF THE FIRST PART - and - EDMONTON INTERNATIONAL AIRPORT HOTEL LTD. D/B/A CONCORDE CONSULTING a body corporate (hereinafter referred to as ï¿½the Consultantï¿½) OF THE SECOND PART CONSULTING AGREEMENT WHEREAS the Company is in the business of buying, selling, financing, developing or otherwise dealing with oil and gas properties AND WHEREAS the Company has agreed to hire the Consultant to provide the services . . . 2708328	TRW Automotive TRW Automotive Holdings Corp.
Preview Full Doc	2003	Credit Agreement Credit Agreement (606K) Doc #126278: Click preview link for longer preview. CREDIT AGREEMENT Dated as of February 27, 2003, Among TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE ACQUISITION CORP., THE FOREIGN SUBSIDIARY BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, as Administrative Agent, CREDIT SUISSE FIRST BOSTON, LEHMAN COMMERCIAL PAPER INC. and DEUTSCHE BANK SECURITIES INC. as Co-Syndication Agents BANK OF AMERICA, N.A., as Documentation Agent --------------- J.P. MORGAN SECURITIES INC., CREDIT SUISSE FIRST BOSTON and LEHMAN BROTHERS INC., as Lead Arrangers and Joint Bookrunners TABLE OF CONTENTS ----------------- PAGE ---- ARTICLE I DEFINITIONS ........................................................6 SECTION 1.01. DEFINED TERMS..........................................6 SECTION 1.02. TERMS GENERALLY.......................................87 SECTION 1.03. EXCHANGE RATES........................................88 SECTION 1.04. REDENOMINATION OF CERTAIN FOREIGN CURRENCIES..........89 SECTION 1.05. EFFECTUATION OF TRANSFERS.............................90 ARTICLE II THE CREDITS ......................................................91 SECTION 2.01. COMMITMENTS...........................................91 SECTION 2.02. LOANS AND BORROWINGS..................................92 SECTION 2.03. REQUESTS FOR BORROWINGS...............................94 SECTION 2.04. SWINGLINE LOANS.......................................96 SECTION 2.05. LETTERS OF CREDIT....................................100 SECTION 2.06. FUNDING OF BORROWINGS................................111 SECTION 2.07. INTEREST ELECTIONS...................................112 SECTION 2.08. TERMINATION AND REDUCTION OF COMMITMENTS.............114 SECTION 2.09. REPAYMENT OF LOANS; EVIDENCE OF DEBT.................116 SECTION 2.10. REPAYMENT OF TERM LOANS AND REVOLVING LOANS..........117 SECTION 2.11. PREPAYMENT OF LOANS..................................121 SECTION 2.12. FEES.................................................124 SECTION 2.13. INTEREST.............................................126 SECTION 2.14. ALTERNATE RATE OF INTEREST...........................127 SECTION 2.15. INCREASED COSTS......................................128 SECTION 2.16. BREAK FUNDING PAYMENTS...............................131 SECTION 2.17. TAXES................................................132 SECTION 2.18. PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SET-OFFS.............................................134 SECTION 2.19. MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.......137 SECTION 2.20. FOREIGN SUBSIDIARY LOAN PARTIES......................139 SECTION 2.21. ADDITIONAL RESERVE COSTS.............................140 SECTION 1.1. ANCILLARY FACILITIES...................................141 ARTICLE III REPRESENTATIONS AND WARRANTIES..................................147 SECTION 3.01. ORGANIZATION; POWERS.................................148 SECTION 3.02. AUTHORIZATION........................................149 SECTION 3.03. ENFORCEABILITY.......................................150 SECTION 3.04. GOVERNMENTAL APPROVALS...............................150 SECTION 3.05. FINANCIAL STATEMENTS.................................151 SECTION 3.06. NO MATERIAL ADVERSE CHANGE OR MATERIAL ADVERSE EFFECT...............................................152 SECTION 3.07. TITLE TO PROPERTIES; POSSESSION UNDER LEASES.........152 SECTION 3.08. SUBSIDIARIES.........................................154 SECTION 3.09. LITIGATION; COMPLIANCE WITH LAWS.....................154 SECTION 3.10. FEDERAL RESERVE REGULATIONS..........................155 SECTION 3.11. INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY ACT..........................................155 SECTION 3.12. USE OF PROCEEDS......................................156 SECTION 3.13. TAX RETURNS..........................................157 SECTION 3.14. NO MATERIAL MISSTATEMENTS............................158 SECTION 3.15. EMPLOYEE BENEFIT PLANS...............................159 SECTION 3.16. ENVIRONMENTAL MATTERS................................160 SECTION 3.17. SECURITY DOCUMENTS...................................161 SECTION 3.18. LOCATION OF REAL PROPERTY AND LEASED PREMISES........163 SECTION 3.19. SOLVENCY.............................................164 SECTION 3.20. LABOR MATTERS........................................165 SECTION 3.21. INSURANCE............................................165 SECTION 3.22. REPRESENTATIONS AND WARRANTIES IN PURCHASE AGREEMENT.166 ARTICLE IV CONDITIONS OF LENDING............................................166 SECTION 4.01. ALL CREDIT EVENTS....................................166 SECTION 4.02. FIRST CREDIT EVENT...................................167 SECTION 4.03. CREDIT EVENTS RELATING TO FOREIGN SUBSIDIARY BORROWERS............................................174 ARTICLE V AFFIRMATIVE COVENANTS.............................................175 SECTION 5.01. EXISTENCE; BUSINESSES AND PROPERTIES.................176 SECTION 5.02. INSURANCE............................................177 SECTION 5.03. TAXES................................................180 SECTION 5.04. FINANCIAL STATEMENTS, REPORTS, ETC...................180 SECTION 5.05. LITIGATION AND OTHER NOTICES.........................184 SECTION 5.06. Compliance with Laws.................................185 SECTION 5.07. MAINTAINING RECORDS; ACCESS TO PROPERTIES AND INSPECTIONS..........................................186 SECTION 5.08. USE OF PROCEEDS......................................186 SECTION 5.09. COMPLIANCE WITH ENVIRONMENTAL LAWS...................187 SECTION 5.10. FURTHER ASSURANCES; ADDITIONAL MORTGAGES.............187 SECTION 5.11. FISCAL YEAR; ACCOUNTING..............................190 SECTION 5.12. INTEREST RATE PROTECTION AGREEMENTS..................191 SECTION 1.2. PROCEEDS OF CERTAIN DISPOSITIONS.......................191 ARTICLE VI NEGATIVE COVENANTS...............................................192 SECTION 6.01. INDEBTEDNESS.........................................192 SECTION 6.02. LIENS................................................197 SECTION 6.03. SALE AND LEASE-BACK TRANSACTIONS.....................202 SECTION 6.04. INVESTMENTS, LOANS AND ADVANCES......................203 SECTION 6.05. MERGERS, CONSOLIDATIONS, SALES OF ASSETS AND ACQUISITIONS.........................................207 SECTION 6.06. DIVIDENDS AND DISTRIBUTIONS..........................210 SECTION 6.07. TRANSACTIONS WITH AFFILIATES.........................212 SECTION 6.08. BUSINESS OF HOLDINGS, INTERMEDIATE HOLDINGS, THE U.S. BORROWER AND THE SUBSIDIARIES...................215 SECTION 6.09. LIMITATION ON MODIFICATIONS OF INDEBTEDNESS; MODIFICATIONS OF CERTIFICATE OF INCORPORATION, BY-LAWS AND CERTAIN OTHER AGREEMENTS; ETC............216 SECTION 6.10. CAPITAL EXPENDITURES.................................218 SECTION 6.11. INTEREST COVERAGE RATIO..............................219 SECTION 6.12. LEVERAGE RATIO.......................................220 SECTION 6.13. SWAP AGREEMENTS......................................220 ARTICLE VII EVENTS OF DEFAULT...............................................221 SECTION 7.01. EVENTS OF DEFAULT....................................221 SECTION 1.3. Exclusion of Immaterial Subsidiaries...................227 SECTION 7.03. U.S. BORROWER'S RIGHT TO CURE........................227 ARTICLE VIII THE AGENTS ....................................................229 SECTION 8.01. APPOINTMENT..........................................230 SECTION 8.02. NATURE OF DUTIES.....................................232 SECTION 8.03. RESIGNATION BY THE AGENTS............................233 SECTION 8.04. EACH AGENT IN ITS INDIVIDUAL CAPACITY................233 SECTION 8.05. INDEMNIFICATION......................................234 SECTION 8.06. LACK OF RELIANCE ON AGENTS...........................235 SECTION 1.4. DESIGNATION OF AFFILIATES FOR FOREIGN CURRENCY LOANS...235 ARTICLE IX MISCELLANEOUS ...................................................236 SECTION 9.01. NOTICES..............................................236 SECTION 9.02. SURVIVAL OF AGREEMENT................................238 SECTION 9.03. BINDING EFFECT.......................................238 SECTION 9.04. SUCCESSORS AND ASSIGNS...............................239 SECTION 9.05. EXPENSES; INDEMNITY..................................245 SECTION 9.06. RIGHT OF SET-OFF.....................................248 SECTION 9.07. APPLICABLE LAW.......................................248 SECTION 9.08. WAIVERS; AMENDMENT...................................249 SECTION 9.09. INTEREST RATE LIMITATION.............................251 SECTION 9.10. ENTIRE AGREEMENT.....................................251 SECTION 9.11. WAIVER OF JURY TRIAL.................................252 SECTION 9.12. SEVERABILITY.........................................252 SECTION 9.13. COUNTERPARTS.........................................252 SECTION 9.14. HEADINGS.............................................252 SECTION 9.15. JURISDICTION; CONSENT TO SERVICE OF PROCESS..........253 SECTION 9.16. CONFIDENTIALITY......................................254 SECTION 9.17. CONVERSION OF CURRENCIES.............................255 SECTION 1.5. PRE-FUNDING ESCROW ARRANGEMENTS........................256 ARTICLE X ANCILLARY FACILITY ADJUSTMENTS....................................262 SECTION 1.6. EXCHANGE OF INTERESTS IN ANCILLARY FACILITIES..........262 ARTICLE XI COLLECTION ALLOCATION MECHANISM..................................264 SECTION 11.01. IMPLEMENTATION OF CAM...............................265 SECTION 11.02. LETTERS OF CREDIT AND UNFUNDED ANCILLARY CREDIT EXTENSIONS.........................268 7 EXHIBITS AND SCHEDULES EXHIBIT A FORM OF ASSIGNMENT AND ACCEPTANCE EXHIBIT B FORM OF ADMINISTRATIVE QUESTIONNAIRE EXHIBIT C-1 FORM OF BORROWING REQUEST EXHIBIT C-2 FORM OF SWINGLINE BORROWING REQUEST EXHIBIT D FORM OF U.S. MORTGAGE EXHIBIT E FORM OF U.S. COLLATERAL AGREEMENT EXHIBIT F FORM OF FOREIGN GUARANTEE EXHIBIT G FORM OF FINCO GUARANTEE EXHIBIT H FORM OF SELLER NOTE EXHIBIT I FORM OF FINCO NOTE EXHIBIT J FORMS OF FOREIGN ACQUIROR NOTES EXHIBIT K-1 FORM OF FOREIGN SUBSIDIARY BORROWER AGREEMENT EXHIBIT K-2 FORM OF FOREIGN SUBSIDIARY BORROWER TERMINATION EXHIBIT L RESERVE COSTS FOR MANDATORY COSTS RATE EXHIBIT M FORM OF OPINION OF SIMPSON THACHER & BARTLETT EXHIBIT N FORM OF LOCAL COUNSEL OPINION EXHIBIT O FORM OF NEWCO UK NOTE EXHIBIT P FORM OF ACCEPTABLE LETTER OF CREDIT SCHEDULE 1.01(A) ACQUIRED FOREIGN SUBSIDIARIES SCHEDULE 1.01(B) FOREIGN ACQUIRORS, FOREIGN ACQUIROR EQUITY CONTRIBUTIONS AND FOREIGN ACQUIROR LOANS SCHEDULE 1.01(C) CLOSING DATE ANCILLARY FACILITIES SCHEDULE 1.01(D) FOREIGN PLEDGE AGREEMENTS 8 SCHEDULE 1.01(E) FOREIGN SUBSIDIARY LOAN PARTIES SCHEDULE 1.01(F) ANCILLARY FACILITY LIMITS SCHEDULE 1.01(G) COLLATERAL AND GUARANTEE REQUIREMENT SCHEDULE 1.01(H) CERTAIN U.S. SUBSIDIARIES SCHEDULE 1.01(I) CLOSING DATE FOREIGN SUBSIDIARY BORROWER AGREEMENTS SCHEDULE 2.01 COMMITMENTS SCHEDULE 2.04(A) SWINGLINE DOLLAR COMMITMENTS SCHEDULE 2.04(B) SWINGLINE FOREIGN CURRENCY COMMITMENTS SCHEDULE 2.05(A) EXISTING LETTERS OF CREDIT SCHEDULE 3.01 ORGANIZATION AND GOOD STANDING SCHEDULE 3.04 GOVERNMENTAL APPROVALS SCHEDULE 3.05 SPECIFIED TRANSACTION DOCUMENTS SCHEDULE 3.08(B) SUBSIDIARIES SCHEDULE 3.08(C) SUBSCRIPTIONS SCHEDULE 3.09 LITIGATION SCHEDULE 3.13 TAXES SCHEDULE 3.18 MORTGAGED PROPERTIES SCHEDULE 3.20 LABOR MATTERS SCHEDULE 3.21 INSURANCE SCHEDULE 5.10(G) CERTAIN FOREIGN SUBSIDIARIES SCHEDULE 6.01 INDEBTEDNESS SCHEDULE 6.02 LIENS SCHEDULE 6.04 INVESTMENTS SCHEDULE 6.07 TRANSACTIONS WITH AFFILIATES CREDIT AGREEMENT dated as of February 27, 2003 (this "Agreement"), among TRW AUTOMOTIVE HOLDINGS CORP., a Delaware corporation ("Holdings"), TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., a Delaware corporation ("Intermediate Holdings"), 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, as administrative agent (in such capacity, the "Administrative Agent"), and as collateral agent (in such capacity, the "Collateral Agent") for the Lenders, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, LEHMAN COMMERCIAL PAPER INC., and DEUTSCHE BANK SECURITIES INC., each as co-syndication agent (in such capacity, a "Co-Syndication Agent"), and BANK OF AMERICA, N.A., as documentation agent (in such capacity, the "Documentation Agent"). Pursuant to or in connection with the Purchase Agreement (with such term and each other capitalized term used but not defined in this preamble having the meaning assigned thereto in Article I), (a) the Equity Contributions will be made, (b) the financing transactions described in this preamble will be consummated, (c) the Finco Equity Contribution, the Finco Loan, the Newco UK Equity Contribution, the Newco UK Loan, the Foreign Acquiror Equity Contributions and the Foreign Acquiror Loans will be consummated, (d) the Stock Purchases will be consummated, and (e) fees and expenses (the "Transaction Costs") incurred in connection with the Transactions will be paid. On the Closing Date, (a) Automotive Investors L.L.C., a Delaware limited liability company and a Fund 2 Affiliate, the Management Group and the Management Equity Vehicle together, will contribute not less than $500,000,000 in cash to Holdings in exchange for not less than 500,000 shares of Holdings Common Stock (the "Holdings Equity Contribution"), (b) Holdings will contribute (i) the proceeds of the Holdings Equity Contribution and (ii) a number of shares of Holdings Common Stock (the "Stock Consideration"), that taken together with the shares issued pursuant to the Holdings Equity Contribution has an implied value of not less than $868,000,000, to Intermediate Holdings, in exchange for all the issued and outstanding Equity Interests of Intermediate Holdings (the "Intermediate Holdings Equity Contribution"), (c) Intermediate Holdings will contribute to the U.S. Borrower in exchange for all the issued and outstanding Equity Interests of the U.S. Borrower (i) the cash proceeds of the Intermediate Holdings Equity Contribution, (ii) the Stock Consideration and (iii) 62.7% shares of LucasVarity Holdings purchased by Intermediate Holdings from a subsidiary of Northrop Space and Mission in exchange for the Seller Note and (d) the U.S. Borrower will contribute $10,000,000 in cash to Automotive (LV) Corp. in exchange for all the issued and outstanding Equity Interests of Automotive (LV) Corp. (the steps described in clauses (a)-(d) of this paragraph together, the "Equity Contributions"). On February 18, 2003, the U.S. Borrower issued and sold in offerings pursuant to Rule 144A under the Securities Act of 1933 (the "Securities Act") and Regulation S under the Securities Act (a) Senior Notes having an aggregate principal amount of $925,000,000, (b) Senior Notes having an aggregate principal amount of _200,000,000, (c) Senior Subordinated Notes having an aggregate principal amount of $300,000,000 and (d) Senior Subordinated Notes having an aggregate principal amount of _125,000,000. Simultaneously with the consummation of the Equity Contributions, (a) the U.S. Borrower will obtain, and make Borrowings in an aggregate amount the Dollar Equivalent of which is not in excess of $1,544,000,000 under, the senior secured credit facilities provided for by 126278	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Credit Agreement: TRW AUTOMOTIVE HOLDINGS CORP – EXHIBIT 10.1 CREDIT AGREEMENT Dated as of February 27, 2003, Among TRW AUTOMOTIVE HOLDINGS CORP ., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE ACQUISITION CORP., THE FOREIGN SUBSIDIARY BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, _____________ TRW AUTOMOTIVE HOLDINGS CORP – 02 LIENS SCHEDULE 6.04 INVESTMENTS SCHEDULE 6.07 TRANSACTIONS WITH AFFILIATES CREDIT AGREEMENT dated as of February 27, 2003 (this "Agreement"), among TRW AUTOMOTIVE HOLDINGS CORP ., a Delaware corporation ("Holdings"), TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., a Delaware corporation ("Intermediate Holdings"), TRW AUTOMOTIVE ACQUISITION CORP., a Delaware corporation (the " _____________ TRW Automotive Holdings Corp – proceeds from purchases of Holdings Common Stock by any of the Fund, Fund Affiliates or members of the Management Group pursuant to the TRW Automotive Holdings Corp . 2003 Stock Incentive Plan SECTION 6.07. Transactions with Affiliates. (a) Sell or transfer any property or assets to, or purchase or _____________ TRW AUTOMOTIVE HOLDINGS CORP – hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. TRW AUTOMOTIVE HOLDINGS CORP ., by /Neil P. Simpkins/ -------------------------------- Name: Neil P. Simpkins Title: President TRW AUTOMOTIVE INTERMEDIATE HOLDINGS, by /Neil P. Simpkins/ -------------------------------- Name: Neil P. Simpkins _____________ dt 223458 ; MetLife Metropolitan Life Insurance Co. ( Life Insurance ) As referenced in this Credit Agreement: METROPOLITAN LIFE INSURANCE CO – LYNCH CAPITAL, a division of MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., by /Sheila C. Weimer/ -------------------------------- Name: Sheila C. Weimer Title: Vice President 285 METROPOLITAN LIFE INSURANCE CO MPANY, by /James R. Dingler/ -------------------------------- Name: James R. Dingler Title: Director MONUMENTAL LIFE INSURANCE COMPANY, by /Mark E. Dunn/ -------------------------------- Name: Mark E. Dunn _____________ dt 102775 ; Northrop Grumman Northrop Grumman Corp. ( Aerospace ) ;	TRW Automotive TRW Automotive Inc. As referenced in this Credit Agreement: TRW AUTOMOTIVE – EXHIBIT 10.1 CREDIT AGREEMENT Dated as of February 27, 2003, Among TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE ACQUISITION CORP., THE FOREIGN SUBSIDIARY BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO, JPMORGAN CHASE _____________ TRW AUTOMOTIVE – EXHIBIT 10.1 CREDIT AGREEMENT Dated as of February 27, 2003, Among TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE ACQUISITION CORP., THE FOREIGN SUBSIDIARY BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, as Administrative Agent, _____________ TRW AUTOMOTIVE – EXHIBIT 10.1 CREDIT AGREEMENT Dated as of February 27, 2003, Among TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE ACQUISITION CORP., THE FOREIGN SUBSIDIARY BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, as Administrative Agent, CREDIT SUISSE FIRST BOSTON, LEHMAN _____________ TRW AUTOMOTIVE – 02 LIENS SCHEDULE 6.04 INVESTMENTS SCHEDULE 6.07 TRANSACTIONS WITH AFFILIATES CREDIT AGREEMENT dated as of February 27, 2003 (this "Agreement"), among TRW AUTOMOTIVE HOLDINGS CORP., a Delaware corporation ("Holdings"), TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., a Delaware corporation ("Intermediate Holdings"), TRW AUTOMOTIVE ACQUISITION CORP., a Delaware corporation ( _____________ TRW AUTOMOTIVE – 07 TRANSACTIONS WITH AFFILIATES CREDIT AGREEMENT dated as of February 27, 2003 (this "Agreement"), among TRW AUTOMOTIVE HOLDINGS CORP., a Delaware corporation ("Holdings"), TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., a Delaware corporation ("Intermediate Holdings"), TRW AUTOMOTIVE ACQUISITION CORP., a Delaware corporation (the "U.S. Borrower"), the FOREIGN SUBSIDIARY BORROWERS _____________ dt 90330 ; TRW TRW Inc. ( Miscellany ) As referenced in this Credit Agreement: TRW Inc – of control payments related to the Transactions (including fees to the Fund and Fund Affiliates) or the acquisition by Northrop Grumman Corporation of TRW Inc ., (v) the amount of any cash restructuring or other nonrecurring charges incurred not in excess of (A) $30,000,000 in fiscal _____________ dt 123495 ; More...
Preview Full Doc	2003	Credit Agreement Credit Agreement (606K) Doc #800650: Click preview link for longer preview. CREDIT AGREEMENT Dated as of February 27, 2003, Among TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE ACQUISITION CORP., THE FOREIGN SUBSIDIARY BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, as Administrative Agent, . . . 800650	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Credit Agreement: TRW AUTOMOTIVE HOLDINGS CORP. – EXHIBIT 10.1 CREDIT AGREEMENT Dated as of February 27, 2003, Among TRW AUTOMOTIVE HOLDINGS CORP. , TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE ACQUISITION CORP., THE FOREIGN SUBSIDIARY BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, as Administrative Agent, CREDIT SUISSE FIRST BOSTON, _____________ TRW AUTOMOTIVE HOLDINGS CORP. – SUBSIDIARIES SCHEDULE 6.01 INDEBTEDNESS SCHEDULE 6.02 LIENS SCHEDULE 6.04 INVESTMENTS SCHEDULE 6.07 TRANSACTIONS WITH AFFILIATES CREDIT AGREEMENT dated as of February 27, 2003 (this "Agreement"), among TRW AUTOMOTIVE HOLDINGS CORP. , a Delaware corporation ("Holdings"), TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., a Delaware corporation ("Intermediate Holdings"), TRW AUTOMOTIVE ACQUISITION CORP., a Delaware corporation (the "U.S. Borrower"), the FOREIGN SUBSIDIARY BORROWERS _____________ TRW Automotive Holdings Corp. – Date) from the Management Equity Vehicle using proceeds from purchases of Holdings Common Stock by any of the Fund, Fund Affiliates or members of the Management Group pursuant to the TRW Automotive Holdings Corp. 2003 Stock Incentive Plan SECTION 6.07. Transactions with Affiliates. (a) Sell or transfer any property or assets to, or purchase or acquire any property or assets from, or _____________ TRW AUTOMOTIVE HOLDINGS CORP. – account. 271 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. TRW AUTOMOTIVE HOLDINGS CORP. , by /Neil P. Simpkins/ -------------------------------- Name: Neil P. Simpkins Title: President TRW AUTOMOTIVE INTERMEDIATE HOLDINGS, by /Neil P. Simpkins/ -------------------------------- Name: Neil P. Simpkins Title: President TRW AUTOMOTIVE ACQUISITION CORP., by / _____________ dt 1364036 ; TRW Automotive TRW Automotive Inc. As referenced in this Credit Agreement: TRW Automotive Inc – to such term in Section 9.17(b). "Koyo JV Purchase Agreement" shall mean the Purchase Agreement among Automotive Investors L.L.C., Northrop Grumman Corporation, Northrop Space and Mission, TRW Automotive Inc . and the U.S. Borrower, dated as of February 28, 2003, as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof and _____________ TRW Automotive Inc – SECTION 3.05. Financial Statements. (a) The U.S. Borrower has heretofore furnished to the Lenders combined balance sheets and combined statements of income, cash flows and owners' equity of TRW Automotive Inc . and subsidiaries (i) as of and for the fiscal years ended December 31, 1999, December 31, 2000 and December 31, 2001, audited by and accompanied by the opinion of _____________ TRW Automotive Inc – of Auditing Standards No. 71, as set forth in the Offering Memorandum. Such combined financial statements present fairly, in all material respects, the financial position and results of operations of TRW Automotive Inc . and subsidiaries as of such dates and for such periods. None of Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries has or shall have as _____________ TRW Automotive Inc – a whole, it being understood that prior to the Closing Date, the assets and liabilities of the U.S. Borrower and the Subsidiaries constituted all the assets and liabilities of TRW Automotive Inc . and subsidiaries as reflected in the combined financial statements described in Section 3.05(a). SECTION 3.07. Title to Properties; Possession Under Leases. (a) Each of Holdings, Intermediate _____________ TRW Automotive Inc – December 31, 2001, there shall have been no material adverse change (including as a result of any litigation) in the business, operations, properties, assets, financial condition or contingent liabilities of TRW Automotive Inc . and subsidiaries, taken as a whole. (t) All necessary material governmental and material third party approvals and/or consents in connection with the Transactions, the transactions contemplated by the _____________ dt 1540697 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Credit Agreement: BANK OF AMERICA, N.A. – BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, as Administrative Agent, CREDIT SUISSE FIRST BOSTON, LEHMAN COMMERCIAL PAPER INC. and DEUTSCHE BANK SECURITIES INC. as Co-Syndication Agents BANK OF AMERICA, N.A. , as Documentation Agent --------------- J.P. MORGAN SECURITIES INC., CREDIT SUISSE FIRST BOSTON and LEHMAN BROTHERS INC., as Lead Arrangers and Joint Bookrunners TABLE OF CONTENTS ----------------- PAGE ---- ARTICLE I DEFINITIONS ........................................................ _____________ BANK OF AMERICA, N.A. – FIRST BOSTON, acting through its Cayman Islands Branch, LEHMAN COMMERCIAL PAPER INC., and DEUTSCHE BANK SECURITIES INC., each as co-syndication agent (in such capacity, a "Co-Syndication Agent"), and BANK OF AMERICA, N.A. , as documentation agent (in such capacity, the "Documentation Agent"). Pursuant to or in connection with the Purchase Agreement (with such term and each other capitalized term used but not _____________ Bank of America, N.A. – Boston, acting through its Cayman Islands Branch, Lehman Commercial Paper Inc., Deutsche Bank A.G., Cayman Islands Branch, Deutsche Bank A.G., New York Branch, Deutsche Bank Trust Company Americas, Bank of America, N.A. and Banc of America Bridge LLC. "Initial Loan Amounts" shall have the meaning assigned to such term in Section 9.18. "Installment Date" shall mean a Tranche A Installment _____________ Bank of America, N.A. – currency of such Swingline Foreign Currency Borrowing are offered for such Interest Period to major banks in the London interbank market by JPMorgan Chase Bank, Deutsche Bank A.G. and Bank of America, N.A. on the Quotation Day. "Swingline Lender" shall mean (i) the Swingline Dollar Lenders, in their respective capacities as Lenders of Swingline Dollar Loans, and (ii) the Swingline Foreign Currency _____________ Bank of America, N.A. – First Boston acting through its Cayman Islands Branch, Lehman Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to _____________ dt 1554594 ;	Bank of Ireland Bank of Ireland ( Regional Banks ) As referenced in this Credit Agreement: BANK OF IRELAND, – Lokay, Jr./ -------------------------------- Name: John M. Lokay, Jr. Title: Vice President THE BANK OF NOVA SCOTIA, by /V. Gibson/ -------------------------------- Name: V. Gibson Title: Assistant Agent THE GOVERNOR & COMPANY OF THE BANK OF IRELAND, by /John S. Holt/ -------------------------------- 290 Name: John S. Holt Title: Authorized Signatory by /Martina Maher/ -------------------------------- Name: Martina Maher Title: Authorized Signatory THE TRAVELERS INSURANCE COMPANY, by /Matthew J. McInerny/ -------------------------------- _____________ dt 1508715 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Credit Agreement: Bank of New York – Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate, including the failure of the Federal Reserve Bank of New York to publish rates or the inability of the Administrative Agent to obtain quotations in accordance with the terms thereof, the Alternate Base Rate shall be determined without regard to clause ( _____________ Bank of New York, – rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average (rounded upward, if necessary, to the next 1/100 of 1%) _____________ Bank of New York – such proceeds shall have been released from the escrow accounts (the "Notes Escrow Accounts") established pursuant to the Escrow Agreement dated as of February 18, 2003, by and between The Bank of New York and the U.S. Borrower, (ii) received gross cash proceeds of $300,000,000 and _125,000,000 from the issuance of the Senior Subordinated Notes and such proceeds shall _____________ BANK OF NEW YORK, – 289 SYNDICATED LOAN FUNDING TRUST, by: LEHMAN COMMERCIAL PAPER INC., not in its individual capacity but solely as Asset Manager, by /Francis Chang/ -------------------------------- Name: Francis Chang Title: Authorized Signatory THE BANK OF NEW YORK, by /John M. Lokay, Jr./ -------------------------------- Name: John M. Lokay, Jr. Title: Vice President THE BANK OF NOVA SCOTIA, by /V. Gibson/ -------------------------------- Name: V. Gibson Title: Assistant Agent THE GOVERNOR & _____________ dt 1584569 ; More...
Preview Full Doc	2003	Employee Stockholders Agreement Employee Stockholders Agreement (112K) Doc #121931: Click preview link for longer preview. ================================================================================ EMPLOYEE STOCKHOLDERS AGREEMENT BY AND AMONG TRW AUTOMOTIVE HOLDINGS CORP. AND THE OTHER PARTIES NAMED HEREIN ------------------------------ DATED: FEBRUARY 28, 2003 ------------------------------ ================================================================================ TABLE OF CONTENTS PAGE 1. Definitions of Words and Phrases...................................1 2. Transfer of Shares.................................................6 3. Right of First Refusal.............................................7 4. Tag-Along Rights...................................................9 5. Drag-Along Rights.................................................11 6. Put Options.......................................................11 7. Call Rights.......................................................13 8. Representations, Warranties and Covenants.........................15 9. Confidentiality...................................................17 10. Covenant Regarding 83(b) Election.................................18 11. "Piggyback" Registration Rights...................................18 12. Voting Agreement..................................................21 13. Employment by the Company.........................................22 14. Taxes.............................................................22 15. Dissolution of AI LLC.............................................22 16. After-Acquired Securities.........................................22 17. Recapitalization, Exchange, Etc...................................23 18. Notices...........................................................23 19. Successors, Assigns and Transferees...............................24 20. Amendment and Waiver..............................................24 21. Counterparts......................................................25 22. Specific Performance..............................................25 23. Headings; Interpretation..........................................25 -i- 24. Severability......................................................25 25. Entire Agreement..................................................25 26. Termination.......................................................26 27. Further Assurances................................................26 28. Governing Law.....................................................26 29. Consent to Jurisdiction; No Jury Trial............................26 30. Additional Employee Stockholders..................................26 Annex I Form of Consent of Spouse Annex II Form of Acknowledgment and Agreement Annex III Form of Management Rights Letter Agreement EMPLOYEE STOCKHOLDERS AGREEMENT This EMPLOYEE STOCKHOLDERS AGREEMENT (this "AGREEMENT") dated as of February 28, 2003 by and among TRW Automotive Holdings Corp., a Delaware corporation (the "COMPANY"), Automotive Investors L.L.C., a Delaware limited liability company ("AI LLC"), Richmond U.K. Inc., a Delaware corporation ("RICHMOND" and, together with AI LLC, the "INVESTORS"), and the parties identified on the signature pages hereto or to the supplementary agreements referred to in Section 30 hereof as Employee Stockholders (the "EMPLOYEE STOCKHOLDERS"). R E C I T A L S: - - - - - - - - WHEREAS, pursuant to the Company's 2003 Stock Incentive Plan (as the same may be amended, supplemented or modified from time to time, the "PLAN"), each Employee Stockholder has, either as of the date hereof or from time to time after the date hereof, entered into a Subscription Agreement (the "SUBSCRIPTION AGREEMENT") with the Company pursuant to which it has agreed to purchase from the Company, and the Company has agreed to sell to such Employee Stockholder, the number of shares, par value $0.01 per share, of common stock of the Company set forth on Schedule A to the Subscription Agreement; WHEREAS, pursuant to the Plan, the Company may from time to time grant other Awards (as defined in the Plan) to the Employee Stockholder; and WHEREAS, the parties hereto wish to enter into certain agreements with respect to the holdings by the Investors and the Employee Stockholders and their respective Permitted Transferees of Common Stock and securities exercisable or exchangeable for or convertible into Common Stock. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in the this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties further acknowledge and agree to the following: 1. Definitions of Words and Phrases. As used in this Agreement: "AFFILIATE" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. "BLACKSTONE" means Blackstone Capital Partners IV L.P., Blackstone Capital Partners IV-A L.P., Blackstone Family Investment Partnership IV L.P. and their respective Affiliates. "BOARD OF DIRECTORS" means the board of directors of the Company. "BUSINESS DAY" means a day other than a Saturday, a Sunday or a day on which banking institutions located in the State of New York are authorized or obligated by law or executive order to close. "CALL COMMENCEMENT DATE" has the meaning set forth in Section 7(a). 121931	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Employee Stockholders Agreement: TRW AUTOMOTIVE HOLDINGS CORP – EXHIBIT 10.18 ================================================================================ EMPLOYEE STOCKHOLDERS AGREEMENT BY AND AMONG TRW AUTOMOTIVE HOLDINGS CORP . AND THE OTHER PARTIES NAMED HEREIN ------------------------------ DATED: FEBRUARY 28, 2003 ------------------------------ ================================================================================ TABLE OF CONTENTS PAGE 1. Definitions of Words and Phrases...................................1 2. _____________ TRW Automotive Holdings Corp – of Management Rights Letter Agreement EMPLOYEE STOCKHOLDERS AGREEMENT This EMPLOYEE STOCKHOLDERS AGREEMENT (this "AGREEMENT") dated as of February 28, 2003 by and among TRW Automotive Holdings Corp ., a Delaware corporation (the "COMPANY"), Automotive Investors L.L.C., a Delaware limited liability company ("AI LLC"), Richmond U.K. Inc., a _____________ TRW AUTOMOTIVE HOLDINGS CORP – legend on the face thereof: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EMPLOYEE STOCKHOLDERS AGREEMENT, DATED FEBRUARY 28, 2003, AMONG TRW AUTOMOTIVE HOLDINGS CORP ., THE INVESTORS NAMED THEREIN AND THE EMPLOYEE STOCKHOLDERS PARTIES THERETO, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE _____________ TRW Automotive Holdings Corp – Floor New York, NY 10154 Telecopy: (212) 583-5258 Attention: Neil P. Simpkins with a required copy (which shall not constitute notice) to: TRW Automotive Holdings Corp . 12025 Tech Center Drive Livonia, MI 48150 Telecopy: (734) 266-4590 Attention: David L. Bialosky -and- Simpson Thacher & Bartlett 425 Lexington Avenue _____________ TRW AUTOMOTIVE HOLDINGS CORP – IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Employee Stockholders Agreement on the date first written above. TRW AUTOMOTIVE HOLDINGS CORP . By: /s/ Joshua Astrof ----------------------------------- Name: Joshua Astrof Title: Authorized Signatory AUTOMOTIVE INVESTORS L.L.C. By: /s/ Neil P. Simpkins ----------------------------------- Name: Neil _____________ dt 223457 ; Northrop Grumman Northrop Grumman Corp. ( Aerospace ) ; TRW Automotive TRW Automotive Inc. As referenced in this Employee Stockholders Agreement: TRW AUTOMOTIVE – EXHIBIT 10.18 ================================================================================ EMPLOYEE STOCKHOLDERS AGREEMENT BY AND AMONG TRW AUTOMOTIVE HOLDINGS CORP. AND THE OTHER PARTIES NAMED HEREIN ------------------------------ DATED: FEBRUARY 28, 2003 ------------------------------ ================================================================================ TABLE OF CONTENTS PAGE 1. Definitions of Words and Phrases...................................1 _____________ TRW Automotive – of Management Rights Letter Agreement EMPLOYEE STOCKHOLDERS AGREEMENT This EMPLOYEE STOCKHOLDERS AGREEMENT (this "AGREEMENT") dated as of February 28, 2003 by and among TRW Automotive Holdings Corp., a Delaware corporation (the "COMPANY"), Automotive Investors L.L.C., a Delaware limited liability company ("AI LLC"), Richmond U.K. Inc., _____________ TRW Automotive – by Amendment No. 1 thereto, dated as of December 20, 2002, among BCP Acquisition Company L.L.C., Northrop Grumman, TRW Inc. and TRW Automotive Inc., as the same may be further amended, modified or supplemented. "COMMON STOCK" means the common stock, par value $0.01 per share, _____________ TRW AUTOMOTIVE – legend on the face thereof: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EMPLOYEE STOCKHOLDERS AGREEMENT, DATED FEBRUARY 28, 2003, AMONG TRW AUTOMOTIVE HOLDINGS CORP., THE INVESTORS NAMED THEREIN AND THE EMPLOYEE STOCKHOLDERS PARTIES THERETO, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF _____________ TRW Automotive – Floor New York, NY 10154 Telecopy: (212) 583-5258 Attention: Neil P. Simpkins with a required copy (which shall not constitute notice) to: TRW Automotive Holdings Corp. 12025 Tech Center Drive Livonia, MI 48150 Telecopy: (734) 266-4590 Attention: David L. Bialosky -and- Simpson Thacher & Bartlett 425 Lexington _____________ dt 90328 ;	TRW TRW Inc. ( Miscellany ) As referenced in this Employee Stockholders Agreement: TRW Inc – Grumman, as amended by Amendment No. 1 thereto, dated as of December 20, 2002, among BCP Acquisition Company L.L.C., Northrop Grumman, TRW Inc . and TRW Automotive Inc., as the same may be further amended, modified or supplemented. "COMMON STOCK" means the common stock, par value $ _____________ dt 123488 ; Gibson Dunn Gibson, Dunn & Crutcher ( Legal ) As referenced in this Employee Stockholders Agreement: Gibson Dunn – Century Park East Los Angeles, CA 90067 Telecopy: (310) 556-4558 Attention: General Counsel -and- Gibson Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, CA 90071 Telecopy: (213) 229- dt 36938 ; Simpson Thacher Simpson Thacher & Bartlett ( Legal ) As referenced in this Employee Stockholders Agreement: Simpson Thacher – Tech Center Drive Livonia, MI 48150 Telecopy: (734) 266-4590 Attention: David L. Bialosky -and- Simpson Thacher & Bartlett 425 Lexington Avenue New York, NY 10017 Telecopy: (212) 455-2502 Attention: dt 34006
Preview Full Doc	2003	Employee Stockholders Agreement Employee Stockholders Agreement (112K) Doc #800666: Click preview link for longer preview. EMPLOYEE STOCKHOLDERS AGREEMENT BY AND AMONG TRW AUTOMOTIVE HOLDINGS CORP. AND THE OTHER PARTIES NAMED HEREIN ------------------------------ DATED: FEBRUARY 28, 2003 ------------------------------ ================================================================================ . . . 800666	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Employee Stockholders Agreement: TRW AUTOMOTIVE HOLDINGS CORP. – EXHIBIT 10.18 ================================================================================ EMPLOYEE STOCKHOLDERS AGREEMENT BY AND AMONG TRW AUTOMOTIVE HOLDINGS CORP. AND THE OTHER PARTIES NAMED HEREIN ------------------------------ DATED: FEBRUARY 28, 2003 ------------------------------ ================================================================================ TABLE OF CONTENTS PAGE 1. Definitions of Words and Phrases...................................1 2. Transfer of Shares.................................................6 3. Right of _____________ TRW Automotive Holdings Corp. – of Acknowledgment and Agreement Annex III Form of Management Rights Letter Agreement EMPLOYEE STOCKHOLDERS AGREEMENT This EMPLOYEE STOCKHOLDERS AGREEMENT (this "AGREEMENT") dated as of February 28, 2003 by and among TRW Automotive Holdings Corp. , a Delaware corporation (the "COMPANY"), Automotive Investors L.L.C., a Delaware limited liability company ("AI LLC"), Richmond U.K. Inc., a Delaware corporation ("RICHMOND" and, together with AI _____________ TRW AUTOMOTIVE HOLDINGS CORP. – its Permitted Transferees shall bear the following legend on the face thereof: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EMPLOYEE STOCKHOLDERS AGREEMENT, DATED FEBRUARY 28, 2003, AMONG TRW AUTOMOTIVE HOLDINGS CORP. , THE INVESTORS NAMED THEREIN AND THE EMPLOYEE STOCKHOLDERS PARTIES THERETO, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE ISSUER. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION _____________ TRW Automotive Holdings Corp. – Group L.P. 345 Park Avenue, 31st Floor New York, NY 10154 Telecopy: (212) 583-5258 Attention: Neil P. Simpkins with a required copy (which shall not constitute notice) to: TRW Automotive Holdings Corp. 12025 Tech Center Drive Livonia, MI 48150 Telecopy: (734) 266-4590 Attention: David L. Bialosky -and- Simpson Thacher & Bartlett 425 Lexington Avenue New York, NY 10017 Telecopy: (212) _____________ TRW AUTOMOTIVE HOLDINGS CORP. – they affect such employee or director. 27 IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Employee Stockholders Agreement on the date first written above. TRW AUTOMOTIVE HOLDINGS CORP. By: /s/ Joshua Astrof ----------------------------------- Name: Joshua Astrof Title: Authorized Signatory AUTOMOTIVE INVESTORS L.L.C. By: /s/ Neil P. Simpkins ----------------------------------- Name: Neil P. Simpkins Title: Authorized Signatory 28 TRW _____________ dt 1364037 ; TRW Automotive TRW Automotive Inc. As referenced in this Employee Stockholders Agreement: TRW Automotive Inc – L.C. and Northrop Grumman, as amended by Amendment No. 1 thereto, dated as of December 20, 2002, among BCP Acquisition Company L.L.C., Northrop Grumman, TRW Inc. and TRW Automotive Inc ., as the same may be further amended, modified or supplemented. "COMMON STOCK" means the common stock, par value $0.01 per share, of the Company. "COMMON STOCK EQUIVALENT" means _____________ dt 1540702 ;	Gibson Dunn Gibson, Dunn & Crutcher ( Legal ) As referenced in this Employee Stockholders Agreement: Gibson Dunn – with a required copy (which shall not constitute notice) to: Richmond U.K. Inc. 1840 Century Park East Los Angeles, CA 90067 Telecopy: (310) 556-4558 Attention: General Counsel -and- Gibson Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, CA 90071 Telecopy: (213) 229-7159 Attention: Peter F. Ziegler if to an Employee Stockholder, to him/her at his/ _____________ dt 1483629 ; Simpson Thacher Simpson Thacher & Bartlett ( Legal ) As referenced in this Employee Stockholders Agreement: Simpson Thacher – with a required copy (which shall not constitute notice) to: TRW Automotive Holdings Corp. 12025 Tech Center Drive Livonia, MI 48150 Telecopy: (734) 266-4590 Attention: David L. Bialosky -and- Simpson Thacher & Bartlett 425 Lexington Avenue New York, NY 10017 Telecopy: (212) 455-2502 Attention: William R. Dougherty if to Richmond: Richmond U.K. Inc. 1840 Century Park East Los _____________ dt 1529316
Preview Full Doc	2003	Employment Agreement Employment Agreement (68K) Doc #126282: Click preview link for longer preview. EMPLOYMENT AGREEMENT (JOHN C. PLANT) EMPLOYMENT AGREEMENT (the "Agreement") dated February 6, 2003 by and between TRW Automotive Acquisition Corp. (the "Company"), TRW Limited ("Limited") and John C. Plant ("Executive"). WHEREAS, Northrop Grumman Corporation and BCP Acquisition Company L.L.C. ("BCP") have entered into a Master Purchase Agreement, dated as of November 18, 2002 (the "Purchase Agreement") pursuant to which, after giving effect to the transactions contemplated by the Purchase Agreement, the Company will be a subsidiary of BCP or one of its affiliates; WHEREAS, Executive is currently employed by the business to be acquired by the Company pursuant to the Purchase Agreement (the "Business") and has entered into a service agreement dated April 17, 1997 between Executive and Lucas Limited and LucasVarity plc (and their successors, LucasVarity Limited and TRW, Inc.) (as amended, the "Prior Employment Agreement") and the Company, Limited and BCP desire that Executive continue to be employed by the Business and to enter into this Agreement embodying the terms of Executive's employment; WHEREAS, Executive desires to continue to be employed by the Business and to enter into this Agreement; In consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows: 1. Effectiveness; Term of Employment. a. Effectiveness. This Agreement shall constitute a binding agreement between the parties as of the date hereof; provided, that notwithstanding any other provision of this Agreement, the operative provisions of this Agreement shall become effective only upon the Closing Date (as defined in the Purchase Agreement (such date being hereinafter referred to as the "Effective Date")). In the event the Purchase Agreement is terminated for any reason without the Closing Date having occurred, this Agreement shall be terminated without further obligation or liability of either party. b. Executive's term of employment by the Company and Limited shall commence on the Effective Date and terminate in accordance with Section 7 of the Agreement on the terms and subject to the conditions set forth in this Agreement. The period of Executive's employment hereunder is referred to as the "Employment Term." 2. Position. a. During the Employment Term, the Company and Limited shall employ Executive as the Chief Executive Officer and President, TRW Automotive. In such positions, Executive shall have such duties and authority as shall be determined from time to 126282	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Employment Agreement: TRW Automotive Holdings Corp – mean (A) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of TRW Automotive Holdings Corp . ("Holdings") or the Company to any "person" or "group" (as such terms are defined in Sections 13(d)(3) and 14(d)( _____________ dt 223460 ; TRW Automotive TRW Automotive Inc. ;	TRW TRW Inc. ( Miscellany ) As referenced in this Employment Agreement: TRW, Inc – entered into a service agreement dated April 17, 1997 between Executive and Lucas Limited and LucasVarity plc (and their successors, LucasVarity Limited and TRW, Inc .) (as amended, the "Prior Employment Agreement") and the Company, Limited and BCP desire that Executive continue to be employed by the Business _____________ TRW, Inc – Prior Employment Agreement (other than the Sixth Schedule thereto, which benefits thereunder Executive acknowledges shall be an obligation of Northrop Grumman Corporation and TRW, Inc . and that the Company and its subsidiaries shall not have any liability with respect thereto). m. Cooperation. Executive shall provide Executive's _____________ dt 123532 ; John C. Plant
Preview Full Doc	2003	Employment Agreement Employment Agreement (56K) Doc #126283: Click preview link for longer preview. EMPLOYMENT AGREEMENT (STEVEN LUNN) EMPLOYMENT AGREEMENT (the "Agreement") dated February 28, 2003 by and between TRW Automotive Acquisition Corp. (the "Company"), TRW Limited ("Limited") and Steven Lunn ("Executive"). WHEREAS, Northrop Grumman Corporation and BCP Acquisition Company L.L.C. ("BCP") have entered into a Master Purchase Agreement, dated as of November 18, 2002 (the "Purchase Agreement") pursuant to which, after giving effect to the transactions contemplated by the Purchase Agreement, the Company will be a subsidiary of BCP or one of its affiliates; WHEREAS, Executive is currently employed by the business to be acquired by the Company pursuant to the Purchase Agreement (the "Business") and has entered into a service agreement dated in 1997 between Executive and Lucas Limited and LucasVarity plc (and their successors, LucasVarity Limited and TRW, Inc.) (the "Prior Employment Agreement") and the Company, Limited and BCP desire that Executive continue to be employed by the Business and to enter into this Agreement embodying the terms of Executive's employment; WHEREAS, Executive desires to continue to be employed by the Business and to enter into this Agreement; In consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows: 1. Effectiveness; Term of Employment. a. Effectiveness. This Agreement shall constitute a binding agreement between the parties as of the date hereof; provided, that notwithstanding any other provision of this Agreement, the operative provisions of this Agreement shall become effective only upon the Closing Date (as defined in the Purchase Agreement (such date being hereinafter referred to as the "Effective Date")). In the event the Purchase Agreement is terminated for any reason without the Closing Date having occurred, this Agreement shall be terminated without further obligation or liability of either party. b. Executive's term of employment by the Company and Limited shall commence on the Effective Date and terminate in accordance with Section 7 of the Agreement on the terms and subject to the conditions set forth in this Agreement. The period of Executive's employment hereunder is referred to as the "Employment Term." 126283	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Employment Agreement: TRW Automotive Holdings Corp – mean (A) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of TRW Automotive Holdings Corp . ("Holdings") or the Company to any "person" or "group" (as such terms are defined in Sections 13(d)(3) and 14(d)( _____________ dt 223461 ; TRW Automotive TRW Automotive Inc. ;	TRW TRW Inc. ( Miscellany ) As referenced in this Employment Agreement: TRW, Inc – has entered into a service agreement dated in 1997 between Executive and Lucas Limited and LucasVarity plc (and their successors, LucasVarity Limited and TRW, Inc .) (the "Prior Employment Agreement") and the Company, Limited and BCP desire that Executive continue to be employed by the Business and to _____________ dt 123533 ; Steven Lunn
Preview Full Doc	2003	Employment Agreement Employment Agreement (68K) Doc #800669: Click preview link for longer preview. EMPLOYMENT AGREEMENT (JOHN C. PLANT) EMPLOYMENT AGREEMENT (the "Agreement") dated February 6, 2003 by and between TRW Automotive Acquisition Corp. (the "Company"), TRW Limited ("Limited") and John C. Plant ("Executive"). WHEREAS, Northrop Grumman Corporation and BCP Acquisition Company L.L.C. ("BCP") have entered into a Master Purchase Agreement, dated as of November 18, 2002 (the "Purchase Agreement") pursuant to which, after giving effect to the transactions contemplated by the . . . 800669	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Employment Agreement: TRW Automotive Holdings Corp. – of this Agreement, "Change in Control" shall mean (A) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of TRW Automotive Holdings Corp. ("Holdings") or the Company to any "person" or "group" (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than _____________ dt 1364038 ;	TRW Automotive TRW Automotive Inc.
Preview Full Doc	2003	Employment Agreement Employment Agreement (56K) Doc #800670: Click preview link for longer preview. EMPLOYMENT AGREEMENT (STEVEN LUNN) EMPLOYMENT AGREEMENT (the "Agreement") dated February 28, 2003 by and between TRW Automotive Acquisition Corp. (the "Company"), TRW Limited ("Limited") and Steven Lunn ("Executive"). WHEREAS, Northrop Grumman Corporation and BCP Acquisition Company L.L.C. ("BCP") have entered into a Master Purchase Agreement, dated as of November 18, 2002 (the "Purchase Agreement") pursuant to which, after giving effect to the transactions contemplated by the . . . 800670	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Employment Agreement: TRW Automotive Holdings Corp. – of this Agreement, "Change in Control" shall mean (A) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of TRW Automotive Holdings Corp. ("Holdings") or the Company to any "person" or "group" (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than _____________ dt 1364039 ;	TRW Automotive TRW Automotive Inc.
Preview Full Doc	2003	Employment Agreement Employment Agreement (55K) Doc #800671: Click preview link for longer preview. EMPLOYMENT AGREEMENT (PETER J. LAKE) EMPLOYMENT AGREEMENT (the "Agreement") dated as of February 27, 2003 by and between TRW Limited (the "Company") and Peter J. Lake ("Executive"). WHEREAS, Northrop Grumman Corporation and BCP Acquisition Company L.L.C. ("BCP") have entered into a Master Purchase Agreement, dated as of November 18, 2002 (the "Purchase Agreement") pursuant to which, after giving effect to the transactions contemplated by the Purchase Agreement, TRW Automotive . . . 800671	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Employment Agreement: TRW Automotive Holdings Corp. – of this Agreement, "Change in Control" shall mean (A) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of TRW Automotive Holdings Corp. ("Holdings") or TRW Automotive to any "person" or "group" (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than _____________ dt 1364040 ;	TRW Automotive TRW Automotive Inc.
Preview Full Doc	2003	Employment Agreement Employment Agreement (54K) Doc #800672: Click preview link for longer preview. EMPLOYMENT AGREEMENT (JOSEPH S. CANTIE) EMPLOYMENT AGREEMENT (the "Agreement") dated as of February 13, 2003 by and between TRW Automotive Acquisition Corp. (the "Company") and Joseph S. Cantie ("Executive"). WHEREAS, Northrop Grumman Corporation and BCP Acquisition Company L.L.C. ("BCP") have entered into a Master Purchase Agreement, dated as of November 18, 2002 (the "Purchase Agreement") pursuant to which, after giving effect to the transactions contemplated by the Purchase . . . 800672	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Employment Agreement: TRW Automotive Holdings Corp. – of this Agreement, "Change in Control" shall mean (A) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of TRW Automotive Holdings Corp. ("Holdings") or the Company to any "person" or "group" (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than _____________ dt 1364041 ;	TRW Automotive TRW Automotive Inc.
Preview Full Doc	2003	Employment Agreement Employment Agreement (54K) Doc #800673: Click preview link for longer preview. EMPLOYMENT AGREEMENT (DAVID L. BIALOSKY) EMPLOYMENT AGREEMENT (the "Agreement") dated as of February 13, 2003 by and between TRW Automotive Acquisition Corp. (the "Company") and David L. Bialosky ("Executive"). WHEREAS, Northrop Grumman Corporation and BCP Acquisition Company L.L.C. ("BCP") have entered into a Master Purchase Agreement, dated as of November 18, 2002 (the "Purchase Agreement") pursuant to which, after giving effect to the transactions contemplated by the Purchase . . . 800673	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Employment Agreement: TRW Automotive Holdings Corp. – of this Agreement, "Change in Control" shall mean (A) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of TRW Automotive Holdings Corp. ("Holdings") or the Company to any "person" or "group" (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than _____________ dt 1364042 ;	TRW Automotive TRW Automotive Inc.
Preview Full Doc	2003	Employment Agreement Employment Agreement (54K) Doc #800674: Click preview link for longer preview. EMPLOYMENT AGREEMENT (ROBERT A. ALBERICO) EMPLOYMENT AGREEMENT (the "Agreement") dated as of February 13, 2003 by and between TRW Automotive Acquisition Corp. (the "Company") and Robert A. Alberico ("Executive"). WHEREAS, Northrop Grumman Corporation and BCP Acquisition Company L.L.C. ("BCP") have entered into a Master Purchase Agreement, dated as of November 18, 2002 (the "Purchase Agreement") pursuant to which, after giving effect to the transactions contemplated by the Purchase . . . 800674	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Employment Agreement: TRW Automotive Holdings Corp. – of this Agreement, "Change in Control" shall mean (A) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of TRW Automotive Holdings Corp. ("Holdings") or the Company to any "person" or "group" (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than _____________ dt 1364043 ;	TRW Automotive TRW Automotive Inc.
Preview Full Doc	2004	Employment Agreement Employment Agreement (52K) Doc #1086732: Click preview link for longer preview. EMPLOYMENT AGREEMENT (NEIL E. MARCHUK) EMPLOYMENT AGREEMENT (the "Agreement") dated as of August 16, 2004 by and between TRW Automotive Inc. (the "Company") and Neil E. Marchuk ("Executive"). WHEREAS, the Company desires to employ Executive in the role of Vice President, Human Resources, and to enter into this Agreement embodying the terms of Executive's employment; WHEREAS, Executive desires to be employed by the Company and to enter into this Agreement; . . . 1086732	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Employment Agreement: TRW Automotive Holdings Corp. – of this Agreement, "Change in Control" shall mean (A) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of TRW Automotive Holdings Corp. ("Holdings") or the Company to any "person" or "group" (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than _____________ dt 1364044 ;	TRW Automotive TRW Automotive Inc. As referenced in this Employment Agreement: TRW Automotive Inc – FOR NEIL E. MARCHUK Exhibit 10.1 16 AUGUST 2004 EMPLOYMENT AGREEMENT (NEIL E. MARCHUK) EMPLOYMENT AGREEMENT (the "Agreement") dated as of August 16, 2004 by and between TRW Automotive Inc . (the "Company") and Neil E. Marchuk ("Executive"). WHEREAS, the Company desires to employ Executive in the role of Vice President, Human Resources, and to enter into this Agreement embodying _____________ TRW Automotive Inc – signatures thereto and hereto were upon the same instrument. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. TRW Automotive Inc . Neil E. Marchuk /s/ David L. Bialosky /s/ Neil E. Marchuk ---------------------------------- ---------------------------------------- By: David L. Bialosky Title: Executive Vice President and General Counsel EXHIBIT A LIST OF PRIOR WORKS _____________ dt 1540712
Preview Full Doc	2006	Employment Agreement Employment Agreement (26K) Doc #2608345: Click preview link for longer preview. EMPLOYMENT AGREEMENT THIS AGREEMENT between COMMERCIAL BANK OF FLORIDA, a Florida banking corporation, having its main office at 1550 S.W. 57th Avenue, Miami, Florida (the "Bank") and BARBARA E. REED (the "Employee"), is entered into as of this 16th day of October, 2006. R E C I T A L S WHEREAS, in order to continue to expand and prosper as a significant member of the financial, business and civic community of South Florida, the Bank needs to retain capable, experienced senior executive personnel; and WHEREAS, the Employee has been and continues to . . . 2608345	TRW Automotive TRW Automotive Holdings Corp.
Full Doc	2006	Exclusive Distribution Agreement Exclusive Distribution Agreement (3K) Doc #2607368: This document is immediately available for purchase, but does not have a preview available for viewing. 2607368	TRW Automotive TRW Automotive Holdings Corp.
Full Doc	2007	Farmout Agreement Farmout Agreement (43K) Doc #2708322: This document is immediately available for purchase, but does not have a preview available for viewing. 2708322	TRW Automotive TRW Automotive Holdings Corp.
Preview Full Doc	2008	Indemnification Agreement Indemnification Agreement (48K) Doc #3475592: Click preview link for longer preview. 3475592	TRW Automotive TRW Automotive Holdings Corp.
Preview Full Doc	2007	Independent Contractor Agreement Independent Contractor Agreement (19K) Doc #2708315: Click preview link for longer preview. *DEEP WELL OIL & GAS, INC.* INDEPENDENT CONTRACTOR AGREEMENT 1. THIS AGREEMENT, made this 8 day of June, 2004 between, Deep Well Oil & Gas, Inc.; hereinafter referred to as ?Company?, located at Suite 1804, Sun Life Plaza, 144 Fourth Avenue S. W., Calgary, Alberta and Menno Wiebe, an individual; hereinafter referred to as ?Independent Contractor?, collectively referred to as the ?Parties?. RECITALS 2. Independent Contractor is engaged in providing professional business services, with their . . . 2708315	TRW Automotive TRW Automotive Holdings Corp.
Preview Full Doc	2007	Joint Operating Agreement Joint Operating Agreement (34K) Doc #2708313: Click preview link for longer preview. *JOINT OPERATING AGREEMENT* *SAWN LAKE AREA, ALBERTA* THIS AGREEMENT made as of April 26, 2004. AMONG: MIKWEC ENERGY CANADA LIMITED, a body corporate, having an office at the City of Calgary, in the Province of Alberta (herein referred to as ï¿½MIKWECï¿½) OF THE FIRST PART - and - MAXEN PETROLEUM INC. a body corporate, having an office at the City of Calgary, in the Province of Alberta (herein referred to as ï¿½MAXENï¿½) . . . 2708313	TRW Automotive TRW Automotive Holdings Corp.
Preview Full Doc	2007	Joint Operating Agreement Joint Operating Agreement (34K) Doc #2708319: Click preview link for longer preview. *JOINT OPERATING AGREEMENT* *SAWN LAKE AREA, ALBERTA* THIS AGREEMENT made as of December 9, 2004. AMONG: Deep Well Oil & Gas, Inc., a body corporate, having an office at the City of Calgary, in the Province of Alberta (herein referred to as ï¿½DWOGï¿½) OF THE FIRST PART - and - 1132559 ALBERTA LTD. a body corporate, having an office at the City of Calgary, in the Province of Alberta (herein referred to as ï¿½1132559 ALBERTAï¿½) OF THE SECOND PART WHEREAS 1132559 ALBERTA acquired on November 10, 2004 from Maxen Petroleum Inc. certain interests in the Joint Lands; AND . . . 2708319	TRW Automotive TRW Automotive Holdings Corp.
Preview Full Doc	2004	Reasoned Opinion of the Management Board Reasoned Opinion of the Management Board (161K) Doc #210972: Click preview link for longer preview. BCP Crystal Acquisition GmbH & Co. KG, Stuttgart, (the Bidder), on February 2, 2004, in accordance with 29 and 14 (2) and (3) of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und bernahmegesetz, WpG) (the Takeover Act), published the offer document within the meaning of 11 of the Takeover Act (the Offer Document) relating to the Bidders voluntary public tender offer to the holders of shares in Celanese AG (Celanese AG or the Company), for the acquisition of all outstanding registered ordinary shares, no par value, in Celanese AG, Kronberg im Taunus (the Celanese Shares), at a purchase price of EUR 32.50 per share in cash, without interest (the Offer). The Offer Document was submitted to the Management Board of Celanese AG (the Management Board) on February 2, 2004. The Management Board points out that it is unable to verify whether the Celanese AG shareholders, in accepting the Offer, are acting in accordance with all legal obligations which may apply to such shareholders individually. The Management Board recommends that all persons who obtain the Offer Document from outside the Federal Republic of Germany or the United States of America, or who wish to accept the Offer but are subject to securities laws of any jurisdictions other than the Federal Republic of Germany or the United States of America, inform themselves of, and comply with, such laws. The Management Board provides the following reasoned opinion (Begrndete Stellungnahme) on the Offer pursuant to 27 of the Takeover Act (this Reasoned Opinion). I. GENERAL INFORMATION ABOUT THIS REASONED OPINION 1. Legal Basis of this Reasoned Opinion Pursuant to 27 (1) sentence 1 of the Takeover Act, the management board and the supervisory board of a target company are each obliged to provide a reasoned opinion (Begrndete Stellungnahme) regarding any tender offer and any amendments thereto. Furthermore, the works council (Betriebsrat) of the target company pursuant to 27 (2) of the Takeover Act may submit its written comments on the Offer to the Management Board. The written comments of the combined works council (Konzernbetriebsrat) and the central works council (Gesamtbetriebsrat) of Celanese AG are attached to this Reasoned Opinion as Exhibit 2. 2. Factual Basis of this Reasoned Opinion All information, forecasts, estimates, valuations, forward-looking statements and expressions of intent contained in this Reasoned Opinion are based on the information available to the Management Board on the date of the publication of this Reasoned Opinion or, as the case may be, reflect its estimates or intentions at that time. This information may change after the date of the publication of this Reasoned Opinion. Neither the Management Board nor Celanese AG, except for the obligations which may be incumbent on them under German law or the U.S. securities laws, assumes any responsibility to update this Reasoned Opinion. The information contained herein about the Bidder and Blackstone is based on information provided in the Offer Document and other publicly accessible information (unless expressly indicated otherwise). The Management Board points out that it is unable to verify, or to guarantee the implementation of, the intentions expressed by Blackstone or the Bidder in the Offer Document. 3. Publication of this Reasoned Opinion and Any Additional Reasoned Opinions on Any Amendments to the Offer This Reasoned Opinion as well as any additional reasoned opinions on any amendments to the Offer will be published on the Internet pursuant to 27 (3) and 14 (3) sentence 1 of the Takeover Act at http://www.celanese.com. Copies thereof may be obtained free of charge from Celanese AG at +49 69 305 16 000. The availability of any documents will be announced in the Brsen-Zeitung. This Reasoned Opinion is published both in German and in English. For questions regarding this Reasoned Opinion you may call the information hotline at 0800-56 00 815 (toll-free in Germany) and +49 69 910 82 579 (this call will be charged) when calling from other countries than Germany. You may call the U.S.A. hotline at +1-888-684-1236 (toll-free) and at +1-201-373-5213 (call collect). 4 The English version of this Reasoned Opinion will be included as an exhibit to the solicitation/ recommendation statement on Schedule 14D-9 to be filed by Celanese AG with the Securities and Exchange Commission (SEC) which is principally based on the Management Boards and Supervisory Boards reasoned opinions. Investors will be able to obtain for free the solicitation/ recommendation statement on Schedule 14D-9, including the exhibits thereto and other documents filed at the SEC, at the SECs web site http://www.sec.gov. Copies of the Schedule 14D-9 may also be obtained for free from Celanese AG at +49 69 305 16 000 (in Germany) and 1-908-522-7784 (in the U.S.A.). In addition, the Schedule 14D-9 will be published on the internet at Celanese AGs web site http://www.celanese.com. Celanese AG will mail this Reasoned Opinion and the reasoned opinion of the Supervisory Board of Celanese AG (the English versions of which documents will be included as exhibits to the solicitation/ recommendation statement on Schedule 14D-9) to record holders of Celanese Shares and will furnish these documents, for subsequent transmittal to beneficial owners of Celanese Shares, to brokers, dealers, commercial and custodian banks, trust companies, and similar persons whose names, or the names of whose nominees, appear in Celanese AGs shareholder records or, if applicable who are listed as participants in a clearing agencys security position listing. 4. Responsibilities of Celanese Shareholders The Management Board points out that the description of the Offer contained in this Reasoned Opinion is not intended to be complete and that with regard to the terms and conditions of the Offer, solely the provisions of the Offer Document shall be authoritative. Shareholders of Celanese AG should read the Offer Document carefully, as it contains information that is important to them. Shareholders are responsible for making their own decisions regarding the Offer and, if they choose to accept the Offer, for complying with the terms and conditions set forth in the Offer Document and, if applicable, the related Letter of Transmittal. II. INFORMATION ABOUT THE SUBJECT COMPANY, THE BIDDER AND THE OFFER 1. Information about the Subject Company *a) General Information* The subject company, Celanese AG, is a stock corporation organized under the laws of Germany with its registered office in Kronberg im Taunus, registered with the commercial register of the Local Court Koenigstein im Taunus under registration no. HRB 5277. The principal executive office of Celanese AG is located at Frankfurter Strasse 111, 61476 Kronberg im Taunus, Germany (telephone + 49 69 305 16 000). As of the date of this Reasoned Opinion, the registered statutory share capital (Grundkapital) of Celanese AG consisted of EUR 140,069,354.19, divided into 54,790,369 registered ordinary shares with no par value, with each Celanese Share representing a share in Celanese AGs registered statutory share capital of EUR 2.56. Celanese AG also has in the aggregate EUR 6,391,148.52 in contingent capital (bedingtes Kapital), which may only be used to grant stock options to members of the Management Board and other senior managers of Celanese AG and its subsidiaries. As of the date of this Reasoned Opinion, Celanese AG, enterprises controlled or majority-owned by Celanese AG or parties acting for the account of Celanese AG held 5,468,901 Celanese Shares (representing approximately 9.98% of the total registered statutory share capital of Celanese AG) as treasury shares (eigene Aktien). Any such Celanese Shares held by Celanese AG, enterprises controlled or majority-owned by Celanese AG or parties acting for the account of Celanese AG, are hereinafter referred to as the Treasury Shares. Celanese AG has committed in a letter to Blackstone, dated December 14, 2003 (the Celanese Response Letter), not to tender any Treasury Shares into the Offer. The Celanese Shares are admitted to trading on the official market (Amtlicher Markt) of the Frankfurt Stock Exchange and on the New York Stock Exchange (NYSE). The Celanese Shares are part of the following Indices: MDAX, Dow Jones Euro STOXX^SM 600 and MSCI Germany Small Cap, MSCI Europe Small Cap and MSCI World Small Cap. 210972	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Reasoned Opinion of the Management Board: TRW Automotive Holdings Corp – company Aspen Insurance Holdings Limited in December 2003; currently acting as underwriter in the initial public offering of The Blackstone Groups portfolio company TRW Automotive Holdings Corp .; and currently acting as financial advisor on the pending divestiture of the railroad and related holdings of The Blackstone Groups portfolio company _____________ TRW Automotive Holdings Corp – Blackstones portfolio company Aspen Insurance Holdings Limited in December 2003; currently acting as underwriter in the initial public offering of Blackstones portfolio company TRW Automotive Holdings Corp .; and currently acting as financial advisor on the pending divestiture of the railroad and related holdings of Blackstones portfolio company Great Lakes _____________ dt 223463 ; Aspen Insurance Aspen Insurance Holdings Ltd. ( Property & Casualty Insurance ) As referenced in this Reasoned Opinion of the Management Board: Aspen Insurance Holdings Limited – Ondeo Nalco in November 2003 and having participated in certain related acquisition financings; having acted as joint bookrunning manager in the initial public offering for The Blackstone Groups portfolio company Aspen Insurance Holdings Limited in December 2003; currently acting as underwriter in the initial public offering of The Blackstone Groups portfolio company TRW Automotive Holdings Corp.; and currently acting as financial advisor on the _____________ Aspen Insurance Holdings Limited – acquisition of Ondeo Nalco in November 2003 and having participated in certain related acquisition financings; having acted as joint bookrunning manager in the initial public offering for Blackstones portfolio company Aspen Insurance Holdings Limited in December 2003; currently acting as underwriter in the initial public offering of Blackstones portfolio company TRW Automotive Holdings Corp.; and currently acting as financial advisor on the pending divestiture _____________ dt 1361868 ; BCP Crystal BCP Crystal Acquisition GmbH & Co. KG As referenced in this Reasoned Opinion of the Management Board: bcp crystal acquisition – the combined works council (Konzernbetriebsrat) of Celanese AG) on the voluntary public takeover offer by BCP Crystal Acquisition GmbH & Co. KG, an indirect wholly-owned subsidiary of Blackstone Crystal Holdings Capital Partners ( bcp crystal acquisition – acquisition of All Outstanding Registered Ordinary Shares With No Par Value of Celanese AG by BCP Crystal Acquisition GmbH & Co. KG Stuttgart an indirect wholly-owned subsidiary of Blackstone Crystal Holdings Capital bcp crystal acquisition – Council of Celanese AG 3 BCP Crystal Acquisition GmbH & Co. KG, Stuttgart, (the Bidder), on February 2, 2004, in accordance with & bcp crystal acquisition – of Germany with its registered office in Stuttgart, Germany, registered under the name (Firma) of BCP Crystal Acquisition GmbH & Co. KG with the commercial register of the Local Court Stuttgart under bcp crystal acquisition – 50 per Share in cash, without interest, proposed to be paid to such holders by BCP Crystal Acquisition GmbH & Co. KG (the Bidder), an acquisition entity indirectly owned by funds advised by dt 19002 ;	Celanese Celanese AG ( Plastic & Rubber ) As referenced in this Reasoned Opinion of the Management Board: celanese – Reasoned Opinion (Begrndete Stellungnahme) of the Management Board of Celanese AG Reasoned Opinion (Begrndete Stellungnahme) of the Management Board of Celanese AG ( celanese – of Celanese AG Reasoned Opinion (Begrndete Stellungnahme) of the Management Board of Celanese AG (including the joint statement by the central works council (Gesamtbetriebsrat) and the combined works celanese – joint statement by the central works council (Gesamtbetriebsrat) and the combined works council (Konzernbetriebsrat) of Celanese AG) on the voluntary public takeover offer by BCP Crystal Acquisition GmbH & Co. KG, celanese – of Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd., to the holders of shares of Celanese AG for the acquisition of all outstanding registered ordinary shares, no par value, of Celanese celanese – Celanese AG for the acquisition of all outstanding registered ordinary shares, no par value, of Celanese AG. Compulsory Publication in accordance with 27 (3) sentence 1 and dt 11442 ; FactSet Research FactSet Research Systems Inc. ( Computer Services ) As referenced in this Reasoned Opinion of the Management Board: FactSet Research Systems Inc. – 20.52 Fourth Quarter (pre announcement) 29.93 25.99 Fourth Quarter (post announcement) 32.61 32.50 2004 First Quarter (through February 5, 2004) 32.60 32.20 Source: FactSet Research Systems Inc. NYSE Calendar Year High Low (in US$) 2002 First Quarter $ 22.30 $ 17.25 Second Quarter 25.30 20.28 Third Quarter 23.42 17.65 Fourth Quarter 23. _____________ FactSet Research Systems Inc. – 24.15 Fourth Quarter (pre announcement) 35.91 31.12 Fourth Quarter (post announcement) 40.69 40.03 2004 First Quarter (through February 5, 2004) 41.56 39.88 Source: FactSet Research Systems Inc. On December 15, 2003, the last full day of trading before the announcement of the Bidders decision to make the Offer, the closing price of Celanese Shares on the _____________ dt 1457731 ; More...
Full Doc	2006	News Release News Release (6K) Doc #782509: This document is immediately available for purchase, but does not have a preview available for viewing. 782509	TRW Automotive TRW Automotive Holdings Corp.
Full Doc	2005	News Release News Release (26K) Doc #782551: This document is immediately available for purchase, but does not have a preview available for viewing. 782551	TRW Automotive TRW Automotive Holdings Corp.
Full Doc	2005	News Release News Release (4K) Doc #782558: This document is immediately available for purchase, but does not have a preview available for viewing. 782558	TRW Automotive TRW Automotive Holdings Corp.
Full Doc	2005	News Release News Release (6K) Doc #782566: This document is immediately available for purchase, but does not have a preview available for viewing. 782566	TRW Automotive TRW Automotive Holdings Corp.
Full Doc	2005	News Release News Release (23K) Doc #782605: This document is immediately available for purchase, but does not have a preview available for viewing. 782605	TRW Automotive TRW Automotive Holdings Corp.
Full Doc	2005	News Release News Release (3K) Doc #782614: This document is immediately available for purchase, but does not have a preview available for viewing. 782614	TRW Automotive TRW Automotive Holdings Corp.
Full Doc	2005	News Release News Release (19K) Doc #782679: This document is immediately available for purchase, but does not have a preview available for viewing. 782679	TRW Automotive TRW Automotive Holdings Corp.
Full Doc	2005	News Release News Release (4K) Doc #782750: This document is immediately available for purchase, but does not have a preview available for viewing. 782750	TRW Automotive TRW Automotive Holdings Corp.
Full Doc	2005	News Release News Release (39K) Doc #782902: This document is immediately available for purchase, but does not have a preview available for viewing. 782902	TRW Automotive TRW Automotive Holdings Corp.
Preview Full Doc	2005	News Release News Release (2K) Doc #782923: Click preview link for longer preview. TRW Automotive 12025 Tech Center Drive News Release Livonia, Mich. 48150 USA For Immediate Release . . . 782923	TRW Automotive TRW Automotive Holdings Corp.
Preview Full Doc	2005	Non-Qualified Stock Option Agreement Non-Qualified Stock Option Agreement (14K) Doc #782794: Click preview link for longer preview. TRW AUTOMOTIVE HOLDINGS CORP. 2003 STOCK INCENTIVE PLAN CHIEF EXECUTIVE OFFICER NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT, is made effective as of [ ], 200[ ] (the ï¿½Date of Grantï¿½), between TRW Automotive Holdings Corp. (the ï¿½Companyï¿½) and [ ](the ï¿½Participantï¿½). R E C I T A L S: WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and WHEREAS, the Compensation Committee of the Board of . . . 782794	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Non-Qualified Stock Option Agreement: TRW AUTOMOTIVE HOLDINGS CORP. – exv10w1 EX-10.1 2 k92594exv10w1.htm CHIEF EXECUTIVE OFFICER OPTION AGREEMENT Exhibit 10.1 TRW AUTOMOTIVE HOLDINGS CORP. 2003 STOCK INCENTIVE PLAN CHIEF EXECUTIVE OFFICER NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT, is made effective as of [ ], 200[ ] (the Date of Grant), between TRW Automotive Holdings Corp. ( _____________ TRW Automotive Holdings Corp. – 1 TRW AUTOMOTIVE HOLDINGS CORP. 2003 STOCK INCENTIVE PLAN CHIEF EXECUTIVE OFFICER NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT, is made effective as of [ ], 200[ ] (the Date of Grant), between TRW Automotive Holdings Corp. (the Company) and [ ](the Participant). R E C I T A L S: WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby _____________ TRW Automotive Holdings Corp. – as in effect from time to time. (e) Expiration Date means the eighth anniversary of the Date of Grant. (f) Option means the option granted herewith. (g) Plan means the TRW Automotive Holdings Corp. 2003 Stock Incentive Plan, as the same may be amended, supplemented or modified from time to time. (h) Retirement means satisfaction of the requirements for early or normal retirement _____________ TRW AUTOMOTIVE HOLDINGS CORP. – all purposes as constituting good and valid execution and delivery of this Agreement by such party. IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto. TRW AUTOMOTIVE HOLDINGS CORP. By _______________________________ Its _____________________________ _____________________________________ Participant: _____________ dt 1708141
Preview Full Doc	2005	Non-Qualified Stock Option Agreement Non-Qualified Stock Option Agreement (14K) Doc #782798: Click preview link for longer preview. TRW AUTOMOTIVE HOLDINGS CORP. 2003 STOCK INCENTIVE PLAN EXECUTIVE OFFICER NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT, is made effective as of [ ], 200[ ] (the ï¿½Date of Grantï¿½), between TRW Automotive Holdings Corp. (the ï¿½Companyï¿½) and [ ](the ï¿½Participantï¿½). R E C I T A L S: WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and WHEREAS, the Compensation Committee of the Board of . . . 782798	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Non-Qualified Stock Option Agreement: TRW AUTOMOTIVE HOLDINGS CORP. – exv10w2 EX-10.2 3 k92594exv10w2.htm OTHER EXECUTIVE OFFICER OPTION AGREEMENT Exhibit 10.2 TRW AUTOMOTIVE HOLDINGS CORP. 2003 STOCK INCENTIVE PLAN EXECUTIVE OFFICER NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT, is made effective as of [ ], 200[ ] (the Date of Grant), between TRW Automotive Holdings Corp. (the _____________ TRW Automotive Holdings Corp. – 10.2 TRW AUTOMOTIVE HOLDINGS CORP. 2003 STOCK INCENTIVE PLAN EXECUTIVE OFFICER NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT, is made effective as of [ ], 200[ ] (the Date of Grant), between TRW Automotive Holdings Corp. (the Company) and [ ](the Participant). R E C I T A L S: WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby _____________ TRW Automotive Holdings Corp. – as in effect from time to time. (e) Expiration Date means the eighth anniversary of the Date of Grant. (f) Option means the option granted herewith. (g) Plan means the TRW Automotive Holdings Corp. 2003 Stock Incentive Plan, as the same may be amended, supplemented or modified from time to time. (h) Retirement means satisfaction of the requirements for early or normal retirement _____________ TRW AUTOMOTIVE HOLDINGS CORP. – all purposes as constituting good and valid execution and delivery of this Agreement by such party. IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto. TRW AUTOMOTIVE HOLDINGS CORP. By _______________________________ Its _____________________________ _____________________________________ Participant: _____________ dt 1708142
Preview Full Doc	2003	Non-Qualified Stock Option Agreement Non-Qualified Stock Option Agreement (18K) Doc #800668: Click preview link for longer preview. TRW AUTOMOTIVE HOLDINGS CORP. 2003 STOCK INCENTIVE PLAN GENERAL NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT, is made effective as of [__________] (the "DATE OF GRANT"), between TRW Automotive Holdings Corp. (the "COMPANY") and [_____________] (the "PARTICIPANT"). R E C I T A L S: - - - - - - - - WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are . . . 800668	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Non-Qualified Stock Option Agreement: TRW AUTOMOTIVE HOLDINGS CORP. – EXHIBIT 10.21 TRW AUTOMOTIVE HOLDINGS CORP. 2003 STOCK INCENTIVE PLAN GENERAL NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT, is made effective as of [__________] (the "DATE OF GRANT"), between TRW Automotive Holdings Corp. (the "COMPANY") _____________ TRW Automotive Holdings Corp. – EXHIBIT 10.21 TRW AUTOMOTIVE HOLDINGS CORP. 2003 STOCK INCENTIVE PLAN GENERAL NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT, is made effective as of [__________] (the "DATE OF GRANT"), between TRW Automotive Holdings Corp. (the "COMPANY") and [_____________] (the "PARTICIPANT"). R E C I T A L S: - - - - - - - - WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are _____________ TRW Automotive Holdings Corp. – the tenth anniversary of the Date of Grant. (g) "OPTION" means, collectively, the Tier I Time Option, Tier II Time Option and Tier III Time Option. (h) "PLAN" means the TRW Automotive Holdings Corp. 2003 Stock Incentive Plan, as the same may be amended, supplemented or modified from time to time. (i) "TIER I TIME OPTION" means an Option with respect to which _____________ TRW AUTOMOTIVE HOLDINGS CORP. – purposes as constituting good and valid execution and delivery of this Agreement by such party. 7 IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto. TRW AUTOMOTIVE HOLDINGS CORP. By __________________________ Its ______________________ ------------------------------- Participant SCHEDULE A The number of Shares subject to each Option is set forth below: Tier I Time Option: Tier II Time Option: Tier III _____________ dt 1708144 ;	TRW Automotive TRW Automotive Inc. As referenced in this Non-Qualified Stock Option Agreement: TRW Automotive Inc – and Northrop Grumman Corporation, as amended by Amendment No. 1 thereto, dated as of December 20, 2002, among BCP Acquisition Company L.L.C., Northrop Grumman Corporation, TRW Inc. and TRW Automotive Inc ., as the same may be further amended, modified or supplemented. 2 (c) "CLOSING DATE EMPLOYMENT AGREEMENT" means an employment agreement between the Company or any of its Subsidiaries and _____________ dt 1786689
Preview Full Doc	2007	Non-Qualified Stock Option Agreement Non-Qualified Stock Option Agreement (16K) Doc #2708333: Click preview link for longer preview. DEEP WELL OIL & GAS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT This NON-QUALIFIED STOCK OPTION AGREEMENT (the ?Agreement?) is made this 28 day of November, 2005, by and between Deep Well Oil & Gas, Inc., a Nevada corporation (the ?Corporation?) and _____________________, an individual resident of Edmonton, Alberta (?Optionee?). 1. Grant of Option The Corporation hereby grants Optionee the option (the ?Option?) to purchase all or any part of an aggregate of 375,000 shares (the ?Shares?) of Common Stock of the Corporation at the . . . 2708333	TRW Automotive TRW Automotive Holdings Corp.
Preview Full Doc	2007	Non-Qualified Stock Option Agreement Non-Qualified Stock Option Agreement (15K) Doc #2708334: Click preview link for longer preview. DEEP WELL OIL & GAS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT This NON-QUALIFIED STOCK OPTION AGREEMENT (the ?Agreement?) is made this 28 day of November, 2005, by and between Deep Well Oil & Gas, Inc., a Nevada corporation (the ?Corporation?) and _________________., an Alberta Company (?Optionee?). Whereas the Optionee has entered in to a consulting services agreement with a subsidiary of the Corporation dated July 1, 2005 (?Consulting Agreement?) 1. Amendment to Existing Agreement This Agreement shall be in addition to the and . . . 2708334	TRW Automotive TRW Automotive Holdings Corp.
Preview Full Doc	2007	Purchase Agreement Purchase Agreement (123K) Doc #2752103: Click preview link for longer preview. TRW AUTOMOTIVE INC. $500,000,000 7% Senior Notes due 2014 ï¿½275,000,000 6³/₈% Senior Notes due 2014 $600,000,000 7¹/₄% Senior Notes due 2017 PURCHASE AGREEMENT March 14, 2007 Lehman Brothers Inc. Banc of America Securities LLC Deutsche Bank Securities Inc. Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated c/o Lehman Brothers Inc. 745 Seventh Avenue New York, NY 10019 Lehman Brothers International (Europe) Banc of America Securities Limited Deutsche Bank AG, London Branch Goldman Sachs International Merrill Lynch International c/o Lehman Brothers International ( . . . 2752103	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Purchase Agreement: TRW Automotive Holdings Corp. – the Issuer and its subsidiaries, (ii) (x) are contemplated by the Fourth Amended and Restated Credit Agreement dated as of December 17, 2004, as amended through the date hereof, among TRW Automotive Holdings Corp. , TRW Automotive Intermediate Holdings Corp., the Issuer, certain subsidiaries of TRW Automotive Holdings Corp., the financial institutions named therein and JPMorgan Chase Bank, N.A., as Administrative Agent 6 _____________ TRW Automotive Holdings Corp. – Restated Credit Agreement dated as of December 17, 2004, as amended through the date hereof, among TRW Automotive Holdings Corp., TRW Automotive Intermediate Holdings Corp., the Issuer, certain subsidiaries of TRW Automotive Holdings Corp. , the financial institutions named therein and JPMorgan Chase Bank, N.A., as Administrative Agent 6 and Collateral Agent (the Credit Agreement), (y) are contemplated by the receivables arrangements described _____________ TRW Automotive Holdings Corp. – Young LLP, who has audited the Financial Statements, is a registered public accounting firm as required by the Securities Act and the rules and regulations of the Commission thereunder; (t) TRW Automotive Holdings Corp. maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of _____________ TRW Automotive Holdings Corp. – financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by TRW Automotive Holdings Corp. s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external _____________ TRW Automotive Holdings Corp. – and the preparation of financial statements for external purposes in 10 accordance with generally accepted accounting principles in the U.S. Such internal control over financial reporting is effective and TRW Automotive Holdings Corp. is not aware of any material weaknesses in such internal control over financial reporting; (u) Since the date of the Financial Statements, there has been no change in the _____________ dt 1708145 ; Ws Capital Ws Capital LLC ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Purchase Agreement: Banc of America Securities LLC – Senior Notes due 2014 275,000,000 63/8% Senior Notes due 2014 $600,000,000 71/4% Senior Notes due 2017 PURCHASE AGREEMENT March 14, 2007 Lehman Brothers Inc. Banc of America Securities LLC Deutsche Bank Securities Inc. Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated c/o Lehman Brothers Inc. 745 Seventh Avenue New York, NY 10019 Lehman Brothers _____________ Banc of America Securities LLC – Trustee). The Securities will be guaranteed on a senior unsecured basis by each of the Guarantors (the Guarantees). The Issuer hereby confirms its agreement with (i) Lehman Brothers Inc. (Lehman), Banc of America Securities LLC , Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the Dollar Initial Purchasers) concerning the purchase of the 2014 Notes and _____________ Banc of America Securities LLC – Name: JOSEPH S. CANTIE Title: TREASURER WORLDWIDE DISTRIBUTION CENTERS, INC., By: /s/ Joseph S. Cantie Name: JOSEPH S. CANTIER Title: VICE PRESIDENT AND ASSISTANT SECRETARY 40 Accepted: Lehman Brothers Inc. Banc of America Securities LLC Deutsche Bank Securities Inc. Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated By: LEHMAN BROTHERS INC., /s/ Tim Hartzell Authorized Signatory 41 Accepted: Lehman Brothers International ( _____________ Banc of America Securities LLC – LEHMAN BROTHERS INTERNATIONAL (EUROPE), /s/ Leland Hart Authorized Signatory SCHEDULE IA Principal Amount Dollar Initial Purchasers of 2014 Notes Purchase Price Lehman Brothers Inc. $ 110,000,000 $ 110,000,000 Banc of America Securities LLC $ 97,500,000 $ 97,500,000 Deutsche Bank Securities Inc. $ 97,500,000 $ 97,500,000 Goldman, Sachs & Co. $ 97,500,000 $ 97,500,000 Merrill Lynch, Pierce, _____________ Banc of America Securities LLC – Smith Incorporated $ 97,500,000 $ 97,500,000 2 SCHEDULE IB Principal Amount Dollar Initial Purchasers of 2017 Notes Purchase Price Lehman Brothers Inc. $ 132,000,000 $ 132,000,000 Banc of America Securities LLC $ 117,000,000 $ 117,000,000 Deutsche Bank Securities Inc. $ 117,000,000 $ 117,000,000 Goldman, Sachs & Co. $ 117,000,000 $ 117,000,000 Merrill Lynch, Pierce, _____________ dt 1706343 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Purchase Agreement: Bank of New York, – the ?Securities?). The 2014 Notes will be issued pursuant to an indenture to be dated as of March 26, 2007 (the ?2014 Indenture?), among the Issuer, the Guarantors and The Bank of New York, as trustee (in such capacity, the ?2014 Trustee?). The Euro Notes will be issued pursuant to an indenture to be dated as of March 26, 2007 (the ?Euro Indenture?), _____________ Bank of New York, – 2014 Trustee?). The Euro Notes will be issued pursuant to an indenture to be dated as of March 26, 2007 (the ?Euro Indenture?), among the Issuer, the Guarantors and The Bank of New York, as trustee (in such capacity, the ?Euro Trustee?). The 2017 Notes will be issued pursuant to an indenture to be dated as of March 26, 2007 (the ?2017 Indenture? _____________ Bank of New York, – be dated as of March 26, 2007 (the ?2017 Indenture? and, together with the 2014 Indenture and the Euro Indenture, the 2 ?Indentures?), among the Issuer, the Guarantors and The Bank of New York, as trustee (in such capacity, the ?2017 Trustee? and, together with the 2014 Trustee and the Euro Trustee, the ?Trustee?). The Securities will be guaranteed on a senior unsecured _____________ dt 1727246 ; Deutsche Bank Deutsche Bank Securities Inc. ( Financial ) As referenced in this Purchase Agreement: Deutsche Bank Securities Inc – 000,000 63/8% Senior Notes due 2014 $600,000,000 71/4% Senior Notes due 2017 PURCHASE AGREEMENT March 14, 2007 Lehman Brothers Inc. Banc of America Securities LLC Deutsche Bank Securities Inc . Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated c/o Lehman Brothers Inc. 745 Seventh Avenue New York, NY 10019 Lehman Brothers International (Europe) Banc of _____________ Deutsche Bank Securities Inc – guaranteed on a senior unsecured basis by each of the Guarantors (the Guarantees). The Issuer hereby confirms its agreement with (i) Lehman Brothers Inc. (Lehman), Banc of America Securities LLC, Deutsche Bank Securities Inc ., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the Dollar Initial Purchasers) concerning the purchase of the 2014 Notes and the 2017 Notes from _____________ Deutsche Bank Securities Inc – TREASURER WORLDWIDE DISTRIBUTION CENTERS, INC., By: /s/ Joseph S. Cantie Name: JOSEPH S. CANTIER Title: VICE PRESIDENT AND ASSISTANT SECRETARY 40 Accepted: Lehman Brothers Inc. Banc of America Securities LLC Deutsche Bank Securities Inc . Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated By: LEHMAN BROTHERS INC., /s/ Tim Hartzell Authorized Signatory 41 Accepted: Lehman Brothers International (Europe) Banc of America _____________ Deutsche Bank Securities Inc – Principal Amount Dollar Initial Purchasers of 2014 Notes Purchase Price Lehman Brothers Inc. $ 110,000,000 $ 110,000,000 Banc of America Securities LLC $ 97,500,000 $ 97,500,000 Deutsche Bank Securities Inc . $ 97,500,000 $ 97,500,000 Goldman, Sachs & Co. $ 97,500,000 $ 97,500,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated $ 97,500,000 $ 97,500,000 _____________ Deutsche Bank Securities Inc – Principal Amount Dollar Initial Purchasers of 2017 Notes Purchase Price Lehman Brothers Inc. $ 132,000,000 $ 132,000,000 Banc of America Securities LLC $ 117,000,000 $ 117,000,000 Deutsche Bank Securities Inc . $ 117,000,000 $ 117,000,000 Goldman, Sachs & Co. $ 117,000,000 $ 117,000,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated $ 117,000,000 $ 117,000,000 _____________ dt 1714778 ; More...
Full Doc	2005	Receivables Purchase Agreement Receivables Purchase Agreement (9K) Doc #782842: This document is immediately available for purchase, but does not have a preview available for viewing. 782842	TRW Automotive TRW Automotive Holdings Corp.
Preview Full Doc	2009	Retention Award Agreement Retention Award Agreement (18K) Doc #3475578: Click preview link for longer preview. 3475578	TRW Automotive TRW Automotive Holdings Corp.
Preview Full Doc	2004	Rights Agreement Rights Agreement (183K) Doc #1086759: Click preview link for longer preview. file003.htm RIGHTS AGREEMENT ----------------------------------------------- RIGHTS AGREEMENT TRW AUTOMOTIVE HOLDINGS CORP. and NATIONAL CITY BANK, as Rights Agent Dated as of January 23, 2004 ------------------------------------------------ TABLE OF CONTENTS . . . 1086759	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Rights Agreement: TRW AUTOMOTIVE HOLDINGS CORP. – ----------------------------------------------- RIGHTS AGREEMENT TRW AUTOMOTIVE HOLDINGS CORP. and NATIONAL CITY BANK, as Rights Agent Dated as of January 23, 2004 ------------------------------------------------ TABLE OF CONTENTS Page ---- Section 1. Certain Definitions....................................................................................1 Section 2. Appointment of Rights Agent............................................................................5 _____________ TRW Automotive Holdings Corp. – then outstanding..........................................................2 Trading Day..............................................................15 RIGHTS AGREEMENT Rights Agreement, dated as of January 23, 2004 (as amended, supplemented or otherwise modified from time to time, the "Rights Agreement") between TRW Automotive Holdings Corp. , a Delaware corporation (the "Company"), and National City Bank, a national banking association (the "Rights Agent"). W I T N E S S E T H WHEREAS, the Board _____________ TRW Automotive Holdings Corp. – written on or otherwise affixed to them the following legend: "This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between TRW Automotive Holdings Corp. and National City Bank, as Rights Agent, dated as of January 23, 2004, as the same may be amended, supplemented or otherwise modified from time to time (the "Rights _____________ TRW Automotive Holdings Corp. – time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of TRW Automotive Holdings Corp. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. TRW Automotive _____________ TRW Automotive Holdings Corp. – Automotive Holdings Corp. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. TRW Automotive Holdings Corp. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth _____________ dt 1364046 ;	National City National City Bank ( Financial ) As referenced in this Rights Agreement: NATIONAL CITY BANK, – ----------------------------------------------- RIGHTS AGREEMENT TRW AUTOMOTIVE HOLDINGS CORP. and NATIONAL CITY BANK, as Rights Agent Dated as of January 23, 2004 ------------------------------------------------ TABLE OF CONTENTS Page ---- Section 1. Certain Definitions....................................................................................1 Section 2. Appointment of Rights Agent............................................................................5 Section 3. Issuance of _____________ National City Bank, – dated as of January 23, 2004 (as amended, supplemented or otherwise modified from time to time, the "Rights Agreement") between TRW Automotive Holdings Corp., a Delaware corporation (the "Company"), and National City Bank, a national banking association (the "Rights Agent"). W I T N E S S E T H WHEREAS, the Board of Directors of the Company has on January 23, _____________ National City Bank, – to them the following legend: "This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between TRW Automotive Holdings Corp. and National City Bank, as Rights Agent, dated as of January 23, 2004, as the same may be amended, supplemented or otherwise modified from time to time (the "Rights Agreement"), the terms of _____________ National City Bank – the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows: National City Bank Corporate Trust Administration Suite 635-LOC 3116 629 Euclid Avenue Cleveland, Ohio 44114 Attention: Sherry L. Damore, Vice President Notices or demands authorized by this Rights Agreement to be _____________ NATIONAL CITY BANK – hereto have caused this Rights Agreement to be duly executed and attested, all as of the day and year first above written. TRW AUTOMOTIVE HOLDINGS CORP. Attest: By: ----------------------- --------------------------- Name: Title: NATIONAL CITY BANK Attest: By: ----------------------- --------------------------- Name: Title: EXHIBIT A FORM OF CERTIFICATE OF DESIGNATIONS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF TRW AUTOMOTIVE HOLDINGS CORP. (Pursuant to Section 151 of the _____________ dt 1525364
Preview Full Doc	2007	Royalty Agreement Royalty Agreement (39K) Doc #2708312: Click preview link for longer preview. ROYALTY AGREEMENT This Agreement dated this 12th day of December, 2003 BETWEEN: MIKWEC ENERGY CANADA LTD., a body corporate, having an office in the City of Edmonton, in the Province of Alberta (hereinafter referred to as ï¿½Grantorï¿½) OF THE FIRST PART and NEARSHORE PETROLEUM CORPORATION, a body corporate, having an office in the City of Calgary, in the Province of Alberta (hereinafter referred to as ï¿½Granteeï¿½) OF THE SECOND PART WHEREAS Grantee provided Grantor with certain technical information with respect to the said Lands; and WHEREAS . . . 2708312	TRW Automotive TRW Automotive Holdings Corp.
Preview Full Doc	2004	Share Repurchase Agreement Share Repurchase Agreement (41K) Doc #197267: Click preview link for longer preview. SHARE REPURCHASE AGREEMENT between TRW AUTOMOTIVE HOLDINGS CORP. and AUTOMOTIVE INVESTORS L.L.C. Dated as of February [2], 2004 TABLE OF CONTENTS PAGE ARTICLE I PURCHASE AND SALE OF COMMON STOCK...................................1 1.1. Purchase and Sale of Common Stock..............................1 1.2. Purchase Price.................................................2 1.3. Closing........................................................2 1.4. Option Closing.................................................2 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY......................3 2.1. Power, Authority and Enforceability............................3 2.2. Government Authorization.......................................3 2.3. Noncontravention...............................................4 2.4. Representations and Warranties in the Underwriting Agreement...4 ARTICLE III REPRESENTATIONS AND WARRANTIES OF AIL.............................4 3.1. Power, Authority and Enforceability............................4 3.2. Government Authorization.......................................4 3.3. Noncontravention...............................................5 3.4. Title to the Shares............................................5 ARTICLE IV COVENANTS..........................................................5 4.1. Company Compliance with Underwriting Agreement.................5 4.2. Relinquishment of Demand Registration Right....................5 4.3. Retirement of Shares...........................................5 ARTICLE V INDEMNIFICATION.....................................................6 5.1. Indemnification by the Company.................................6 5.2. Indemnification by AIL.........................................6 5.3. Indemnification Procedures.....................................6 5.4. Contribution...................................................7 5.5. Full Force and Effect..........................................7 ARTICLE VI CONDITIONS PRECEDENT...............................................8 6.1. No Injunctions or Restraints...................................8 6.2. Consummation of the Public Offering............................8 6.3. Representations and Warranties.................................8 6.4. Delivery of the IRS Form W-9...................................8 6.5. Performance of Agreements......................................8 6.6. Other Actions..................................................8 ARTICLE VII GENERAL PROVISIONS................................................9 7.1. Notices........................................................9 7.2. Interpretation................................................10 7.3. Amendment.....................................................10 7.4. Extension; Waiver.............................................10 i 7.5. Counterparts..................................................10 7.6. Entire Agreement; No Third-Party Beneficiaries................10 7.7. Governing Law.................................................10 7.8. Assignment; Binding on Successors and Assigns.................11 7.9. Enforcement...................................................11 7.10. Severability..................................................11 7.11. Expenses .....................................................11 7.12. Stockholders Agreement........................................11 7.13. Termination...................................................11 ii SHARE REPURCHASE AGREEMENT This Share Repurchase Agreement (this "Agreement") is dated as of February [2], 2004 (the "Execution Date"), between TRW Automotive Holdings Corp., a Delaware corporation (the "Company"), and Automotive Investors L.L.C., a Delaware limited liability company ("AIL"). R E C I T A L S WHEREAS, AIL owns 68,129,250 shares, or approximately 78%, of the Company's common stock, par value $0.01 per share ("Common Stock"); WHEREAS, the Company has entered into an underwriting agreement, dated the Execution Date (the "Underwriting Agreement"), with Goldman, Sachs & Co., Credit Suisse First Boston LLC, J.P. Morgan Securities Inc. and the several underwriters named therein (the "Underwriters") pursuant to which the Company is publicly offering (the "Public Offering") for cash (i) [24,137,931] shares of its Common Stock and (ii) in the event the Underwriters exercise their over-allotment option pursuant to Sections 2 and 4 of the Underwriting Agreement, up to an additional [3,620,689] shares of its Common Stock, in each case pursuant to the Company's registration statement on Form S-1 (No. 333-110513) (as amended to the date hereof, the "Registration Statement") and a prospectus (the "Prospectus") filed under Rule 424(b) under the Securities Act (as defined herein); WHEREAS, AIL desires to sell, and the Company desires to purchase, (i) [12,068,965] issued and outstanding shares of Common Stock owned by AIL (the "Original Shares") upon the terms and conditions hereinafter set forth (the "Original Purchase") and (ii) up to an additional [1,810,344] issued and outstanding shares of Common Stock owned by AIL equal to 50% of the aggregate number of shares purchased by the Underwriters pursuant to their over-allotment option pursuant to Sections 2 and 4 of the Underwriting Agreement (the "Option Shares", together with the Original Shares, the "Shares")) upon the terms and conditions hereinafter set forth (the "Option Purchase", together with the Original Purchase, the "Purchase"); and WHEREAS, the Company and AIL desire to make certain representations, warranties and agreements in connection with the Purchase; NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, the parties hereto hereby agree as follows: ARTICLE I PURCHASE AND SALE OF COMMON STOCK --------------------------------- 1.1. Purchase and Sale of Common Stock. On the basis of the representations, warranties and covenants contained herein, and subject to the terms and conditions hereof and contemporaneously with and contingent upon the consummation of the Public Offering, the Company shall purchase all the Original Shares and, in the event the Underwriters exercise their 1 over-allotment option pursuant to Sections 2 and 4 of the Underwriting Agreement, the Option Shares. 1.2. Purchase Price. The Company agrees to pay to AIL for the Original Shares the amount of $[330,749,989], which represents the offering proceeds to be received by the Company from the sale of [12,068,965] shares of Common Stock in the Public Offering (the "AIL Offering Proceeds") at the purchase price per share equal to the proceeds per share less the underwriting discounts of $27.405 (the "Per Share Price") to be received by the Company from the Public Offering. In the event the Underwriters exercise their over-allotment option pursuant to Sections 2 and 4 of the Underwriting Agreement, the Company agrees to purchase from AIL the Option Shares at the purchase price per share equal to the Per Share Price. 1.3. Closing. (a) The closing of the Original Purchase (the "Closing") shall take place at 9:30 a.m. (Eastern Time) on February [5], 2004, subject to satisfaction or waiver of the conditions set forth in Article VI on or before such date, at the offices of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, New York, 10019, or such later date (which shall not be later than the third Business Day after satisfaction or waiver of the conditions set forth in Article VI) or at such other place as agreed to by the parties hereto (the actual time and date of the Closing are referred to herein as the "Closing Time" and "Closing Date," respectively). As used in this Agreement, the term "Business Day" shall mean any weekday other than a banking holiday in New York, New York. (b) At the Closing, in addition to the satisfaction or waiver of the conditions precedent to the Closing pursuant to Article VI hereof, (i) AIL shall sell, assign and transfer to the Company all its right, title and interest in and to the Original Shares free and clear of all mortgages, pledges, security interests, liens, claims, encumbrances or equities (collectively, the "Liens") and deliver to the Company the Original Shares owned and being purchased pursuant to this Agreement, together with a signed cross receipt acknowledging AIL's receipt of the purchase price and the Company's repurchase of the Original Shares; and (ii) the Company shall pay AIL cash in an amount equal to the AIL Offering Proceeds received by the Company pursuant to the Public Offering, by wire transfer of immediately available funds to an account designated in writing by AIL at least two business days prior to the Closing. 1.4. Option Closing. (a) In the event the Underwriters exercise their over-allotment option, the closing of the Option Purchase (the "Option Closing") shall take place at 9:30 a.m. (Eastern Time), on the Second Time of Delivery (as defined in Section 4 of the Underwriting Agreement), or such later date (which shall not be later than the third Business Day after the Second Time of Delivery and satisfaction or waiver of the conditions set forth in Article VI), at the location described in Section 1.3(a) or at such other place as agreed to by the parties hereto (the 197267	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Share Repurchase Agreement: TRW AUTOMOTIVE HOLDINGS CORP – SHARE REPURCHASE AGREEMENT between TRW AUTOMOTIVE HOLDINGS CORP . and AUTOMOTIVE INVESTORS L.L.C. Dated as of February [2], 2004 TABLE OF CONTENTS PAGE ARTICLE I PURCHASE AND SALE OF _____________ TRW Automotive Holdings Corp – Termination...................................................11 ii SHARE REPURCHASE AGREEMENT This Share Repurchase Agreement (this "Agreement") is dated as of February [2], 2004 (the "Execution Date"), between TRW Automotive Holdings Corp ., a Delaware corporation (the "Company"), and Automotive Investors L.L.C., a Delaware limited liability company ("AIL"). R E C I T _____________ TRW Automotive Holdings Corp – at such other address or telecopy number for a party as shall be specified by like notice): (a) if to the Company, to: TRW Automotive Holdings Corp . 12025 Tech Center Drive Livonia, Michigan 48150 Attention: David L. Bialosky, Esq. Vice President and General Counsel Facsimile: (734) 266-4590 with _____________ TRW AUTOMOTIVE HOLDINGS CORP – the undersigned has caused this Agreement to be signed by its respective officers thereunto duly authorized as of the date first written above. TRW AUTOMOTIVE HOLDINGS CORP . By: ------------------------------------- Name: Title: AUTOMOTIVE INVESTORS L.L.C. By: ------------------------------------- Name: Title: 12 _____________ dt 223462 ; TRW Automotive TRW Automotive Inc. ; CSFB LLC Credit Suisse First Boston LLC ( Financial ) As referenced in this Share Repurchase Agreement: Credit Suisse First Boston LLC, – share ("Common Stock"); WHEREAS, the Company has entered into an underwriting agreement, dated the Execution Date (the "Underwriting Agreement"), with Goldman, Sachs & Co., Credit Suisse First Boston LLC, J.P. Morgan Securities Inc. and the several underwriters named therein (the "Underwriters") pursuant to which the Company is publicly offering (the " _____________ dt 99060 ;	J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Share Repurchase Agreement: J.P. Morgan Securities – Company has entered into an underwriting agreement, dated the Execution Date (the "Underwriting Agreement"), with Goldman, Sachs & Co., Credit Suisse First Boston LLC, J.P. Morgan Securities Inc. and the several underwriters named therein (the "Underwriters") pursuant to which the Company is publicly offering (the "Public Offering") for cash (i) [ _____________ dt 98198 ; Cravath Cravath, Swaine & Moore LLP ( Legal ) As referenced in this Share Repurchase Agreement: Cravath, Swaine – conditions set forth in Article VI on or before such date, at the offices of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, New York, 10019, or such later dt 35131 ; More...
Preview Full Doc	2004	Share Repurchase Agreement Share Repurchase Agreement (41K) Doc #1086761: Click preview link for longer preview. 8 file005.htm SHARE REPURCHASE AGREEMENT SHARE REPURCHASE AGREEMENT between TRW AUTOMOTIVE HOLDINGS CORP. and AUTOMOTIVE INVESTORS L.L.C. Dated as of February [2], 2004 TABLE OF CONTENTS PAGE ARTICLE I PURCHASE AND SALE OF COMMON STOCK...................................1 1.1. . . . 1086761	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Share Repurchase Agreement: TRW AUTOMOTIVE HOLDINGS CORP. – SHARE REPURCHASE AGREEMENT between TRW AUTOMOTIVE HOLDINGS CORP. and AUTOMOTIVE INVESTORS L.L.C. Dated as of February [2], 2004 TABLE OF CONTENTS PAGE ARTICLE I PURCHASE AND SALE OF COMMON STOCK...................................1 1.1. Purchase and _____________ TRW Automotive Holdings Corp. – 7.12. Stockholders Agreement........................................11 7.13. Termination...................................................11 ii SHARE REPURCHASE AGREEMENT This Share Repurchase Agreement (this "Agreement") is dated as of February [2], 2004 (the "Execution Date"), between TRW Automotive Holdings Corp. , a Delaware corporation (the "Company"), and Automotive Investors L.L.C., a Delaware limited liability company ("AIL"). R E C I T A L S WHEREAS, AIL owns 68, _____________ TRW Automotive Holdings Corp. – the following addresses or telecopy numbers (or at such other address or telecopy number for a party as shall be specified by like notice): (a) if to the Company, to: TRW Automotive Holdings Corp. 12025 Tech Center Drive Livonia, Michigan 48150 Attention: David L. Bialosky, Esq. Vice President and General Counsel Facsimile: (734) 266-4590 with a copy (which shall not constitute notice) _____________ TRW AUTOMOTIVE HOLDINGS CORP. – Follows] 11 IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be signed by its respective officers thereunto duly authorized as of the date first written above. TRW AUTOMOTIVE HOLDINGS CORP. By: ------------------------------------- Name: Title: AUTOMOTIVE INVESTORS L.L.C. By: ------------------------------------- Name: Title: 12 _____________ dt 1364047 ; CSFB LLC Credit Suisse First Boston LLC ( Financial ) As referenced in this Share Repurchase Agreement: Credit Suisse First Boston LLC – common stock, par value $0.01 per share ("Common Stock"); WHEREAS, the Company has entered into an underwriting agreement, dated the Execution Date (the "Underwriting Agreement"), with Goldman, Sachs & Co., Credit Suisse First Boston LLC , J.P. Morgan Securities Inc. and the several underwriters named therein (the "Underwriters") pursuant to which the Company is publicly offering (the "Public Offering") for cash (i) [24,137, _____________ dt 1351242 ; Goldman, Sachs Goldman, Sachs & Co. ( Investment Services ) As referenced in this Share Repurchase Agreement: Goldman, Sachs & Co. – the Company's common stock, par value $0.01 per share ("Common Stock"); WHEREAS, the Company has entered into an underwriting agreement, dated the Execution Date (the "Underwriting Agreement"), with Goldman, Sachs & Co. , Credit Suisse First Boston LLC, J.P. Morgan Securities Inc. and the several underwriters named therein (the "Underwriters") pursuant to which the Company is publicly offering (the "Public Offering") _____________ dt 1489220 ;	J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Share Repurchase Agreement: J.P. Morgan Securities Inc – 01 per share ("Common Stock"); WHEREAS, the Company has entered into an underwriting agreement, dated the Execution Date (the "Underwriting Agreement"), with Goldman, Sachs & Co., Credit Suisse First Boston LLC, J.P. Morgan Securities Inc . and the several underwriters named therein (the "Underwriters") pursuant to which the Company is publicly offering (the "Public Offering") for cash (i) [24,137,931] shares of its Common _____________ dt 1493373 ; Cravath Cravath, Swaine & Moore LLP ( Legal ) As referenced in this Share Repurchase Agreement: Cravath, Swaine – a.m. (Eastern Time) on February [5], 2004, subject to satisfaction or waiver of the conditions set forth in Article VI on or before such date, at the offices of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, New York, 10019, or such later date (which shall not be later than the third Business Day after satisfaction or waiver of _____________ dt 1346139 ; Simpson Thacher Simpson Thacher & Bartlett ( Legal ) As referenced in this Share Repurchase Agreement: Simpson Thacher – 12025 Tech Center Drive Livonia, Michigan 48150 Attention: David L. Bialosky, Esq. Vice President and General Counsel Facsimile: (734) 266-4590 with a copy (which shall not constitute notice) to: Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 Attention: Rise B. Norman, Esq. Facsimile: (212) 455-2502 (b) if to AIL, to: c/o The Blackstone Group _____________ Simpson Thacher – Group L.P. 345 Park Avenue, 31st Floor New York, New York 10154 Attention: Neil P. Simpkins Facsimile: (212) 583-5258 with a copy (which shall not constitute notice) to: Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 Attention: Rise B. Norman, Esq. Facsimile: (212) 455-2502 Except as described in the next sentence, all notices shall _____________ dt 1529562
Preview Full Doc	2003	Stock Incentive Plan [2003] Stock Incentive Plan [2003] (25K) Doc #126281: Click preview link for longer preview. TRW AUTOMOTIVE HOLDINGS CORP. 2003 STOCK INCENTIVE PLAN 1. Purpose of the Plan. The purpose of the Plan is to aid the Company (as defined below) and its Affiliates (as defined below) in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and its Affiliates by providing compensation and incentives through the granting of Awards (as defined below). The Company expects that it will benefit from the added interest which such key employees, directors or consultants will have in the welfare of the Company as a result of their proprietary interest in the Company's success. 2. Definitions. The following capitalized terms used in the Plan have the respective meanings set forth in this Section: (a) "ACT" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or any successor statute thereto. (b) "AFFILIATE" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person or any other Person designated by the Committee in which any Person has an interest. (c) "AWARD" means any Option, Stock Appreciation Right, or Other Stock-Based Award granted pursuant to the Plan. (d) "AWARD AGREEMENT" means any written agreement, contract, or other instrument or document evidencing any Award, which may, but need not, be executed or acknowledged by a Participant. (e) "BLACKSTONE" means Blackstone Capital Partners IV L.P., Blackstone Capital Partners IV-A L.P., Blackstone Family Investment Partnership IV L.P. and their respective Affiliates. (f) "BOARD OF DIRECTORS" means the Board of Directors of the Company. (g) "CHANGE OF CONTROL" means, except as otherwise provided in an Award Agreement, (A) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any "person" or "group" (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Act) other than the Investors or any of their respective Affiliates or (B) any person (other than the Investors or any of their respective Affiliates) or group (other than the Investors or any of their respective Affiliates) is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Act), directly or indirectly, of more than 50% of the total voting power of the voting stock of the Company, including by way of merger, consolidation or otherwise and Automotive Investors L.L.C. or any of its Affiliates cease to control the Board of Directors. 126281	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Stock Incentive Plan [2003]: TRW AUTOMOTIVE HOLDINGS CORP – EXHIBIT 10.20 TRW AUTOMOTIVE HOLDINGS CORP . 2003 STOCK INCENTIVE PLAN 1. Purpose of the Plan. The purpose of the Plan is to aid the Company (as defined below) _____________ TRW Automotive Holdings Corp – or any successor thereto. (i) "COMMITTEE" means a committee of the Board of Directors designated by the Board of Directors. (j) "COMPANY" means TRW Automotive Holdings Corp ., a Delaware corporation. (k) "EFFECTIVE DATE" means the date the Board of Directors adopts the Plan. (l) "FAIR MARKET VALUE" means on _____________ TRW Automotive Holdings Corp – trust, incorporated or unincorporated association, joint venture, joint stock company, governmental body or other entity of any kind. 3 (t) "PLAN" means the TRW Automotive Holdings Corp . 2003 Stock Incentive Plan. (u) "SHARES" means shares of common stock, par value $0.01 per share, of the Company. (v) "STOCK _____________ dt 223459 ;	TRW Automotive TRW Automotive Inc.
Preview Full Doc	2005	Stock Purchase and Registration Rights Agreement Stock Purchase and Registration Rights Agreement (37K) Doc #782657: Click preview link for longer preview. STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT between TRW AUTOMOTIVE HOLDINGS CORP. and T. ROWE PRICE ASSOCIATES, INC. STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT This STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT ("Agreement") is made this 8th day of March, 2005, between TRW AUTOMOTIVE HOLDINGS CORP., a Delaware corporation (the "Company"), and T. ROWE PRICE ASSOCIATES, . . . 782657	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Stock Purchase and Registration Rights Agreement: TRW AUTOMOTIVE HOLDINGS CORP. – {DOCUMENT} {TYPE}EX-10.4 {SEQUENCE}5 {FILENAME}k94730exv10w4.txt {DESCRIPTION}STOCK PURCHASE & REGISTRATION RIGHTS AGREEMENT {TEXT} {PAGE} EXHIBIT 10.4 STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT between TRW AUTOMOTIVE HOLDINGS CORP. and T. ROWE PRICE ASSOCIATES, INC. {PAGE} STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT This STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT ("Agreement") is made this 8th day of March, 2005, _____________ TRW AUTOMOTIVE HOLDINGS CORP. – and T. ROWE PRICE ASSOCIATES, INC. {PAGE} STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT This STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT ("Agreement") is made this 8th day of March, 2005, between TRW AUTOMOTIVE HOLDINGS CORP. , a Delaware corporation (the "Company"), and T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation (the "Purchaser"). RECITALS WHEREAS, the Company desires to sell to the Purchaser 5,256,500 _____________ TRW Automotive Holdings Corp. – 21202 Attention: Andrew M. Brooks/Bonnie Maher Facsimile No.:(410) 581-5158 {PAGE} 11 With a copy to: Darrell N. Braman Facsimile No.:(410) 345-6575 If to the Company: TRW Automotive Holdings Corp. 12001 Tech Center Drive Livonia, Michigan 48150 Attention: Executive Vice President and General Counsel Facsimile: (734) 855-2473 or to such other address or telecopy number and with such _____________ TRW AUTOMOTIVE HOLDINGS CORP. – first above written. T. ROWE PRICE ASSOCIATES, INC., on behalf of the TRP Investors listed in Schedule I By: /s/ Andrew M. Brooks ------------------------------ Name: Andrew M. Brooks Title: Vice President TRW AUTOMOTIVE HOLDINGS CORP. By: /s/ David L. Bialosky -------------------------------- Name: David L. Bialosky Title: Executive Vice President and General Counsel {/TEXT} {/DOCUMENT} _____________ dt 1364034
Preview Full Doc	2005	Stock Purchase and Registration Rights Agreement Stock Purchase and Registration Rights Agreement (38K) Doc #782659: Click preview link for longer preview. STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT between TRW AUTOMOTIVE HOLDINGS CORP. and Certain Investment Advisory Client Accounts of Wellington Management Company, llp 12 STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT This STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT ("Agreement") is . . . 782659	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Stock Purchase and Registration Rights Agreement: TRW AUTOMOTIVE HOLDINGS CORP. – {DOCUMENT} {TYPE}EX-10.5 {SEQUENCE}6 {FILENAME}k94730exv10w5.txt {DESCRIPTION}STOCK PURCHASE & REGISTRATION RIGHTS AGREEMENT {TEXT} {PAGE} EXHIBIT 10.5 STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT between TRW AUTOMOTIVE HOLDINGS CORP. and Certain Investment Advisory Client Accounts of Wellington Management Company, llp {PAGE} 12 STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT This STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT ("Agreement") is made _____________ TRW AUTOMOTIVE HOLDINGS CORP. – of Wellington Management Company, llp {PAGE} 12 STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT This STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT ("Agreement") is made this 8th day of March, 2005, between TRW AUTOMOTIVE HOLDINGS CORP. , a Delaware corporation (the "Company"), and certain investment advisory client accounts (individually, the "Purchaser", collectively, the "Purchasers") of Wellington Management Company, llp, a registered investment adviser and limited liability _____________ TRW Automotive Holdings Corp. – the Purchaser: c/o Wellington Management Company, llp 75 State Street Boston, Massachusetts 02109 Attention: Gina DiMento, Vice President Facsimile No.: 617-204-7535 {PAGE} 11 If to the Company: TRW Automotive Holdings Corp. 12001 Tech Center Drive Livonia, Michigan 48150 Attention: Executive Vice President and General Counsel Facsimile: (734) 855-2473 or to such other address or telecopy number and with such _____________ TRW AUTOMOTIVE HOLDINGS CORP. – investment adviser on behalf of the Investment advisory client accounts detailed On the attached Schedule A By: /s/ Julie A. Jenkins ------------------------------------ Name: Julie A. Jenkins Title: Vice President and Counsel TRW AUTOMOTIVE HOLDINGS CORP. By: /s/ David L. Bialosky ----------------------------------- Name: David L. Bialosky Title: Executive Vice President and General Counsel {/TEXT} {/DOCUMENT} _____________ dt 1364035
Preview Full Doc	2003	Stockholders Agreement Stockholders Agreement (97K) Doc #800664: Click preview link for longer preview. STOCKHOLDERS AGREEMENT BY AND AMONG TRW AUTOMOTIVE HOLDINGS CORP. AND THE OTHER PARTIES NAMED HEREIN ------------------------------ DATED: FEBRUARY 28, 2003 ------------------------------ ================================================================================ TABLE . . . 800664	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Stockholders Agreement: TRW AUTOMOTIVE HOLDINGS CORP. – EXHIBIT 10.16 EXECUTION COPY ================================================================================ STOCKHOLDERS AGREEMENT BY AND AMONG TRW AUTOMOTIVE HOLDINGS CORP. AND THE OTHER PARTIES NAMED HEREIN ------------------------------ DATED: FEBRUARY 28, 2003 ------------------------------ ================================================================================ TABLE OF CONTENTS ----------------- Page ---- ARTICLE I DEFINITIONS.........................................................1 1.1 Definitions...............................................1 1.2 Other Defined Terms.......................................3 1. _____________ TRW Automotive Holdings Corp. – EXHIBITS Exhibit A Form of Transfer Agreement Exhibit B Form of Management Rights Letter Agreement STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT (this "AGREEMENT"), dated as of February 28, 2003, is among TRW Automotive Holdings Corp. , a Delaware corporation (including any successor thereto, "PARENT"), Automotive Investors L.L.C., a Delaware limited liability company (together with any successor thereto and any Permitted Transferee thereof that _____________ TRW AUTOMOTIVE HOLDINGS CORP. – OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCKHOLDERS AGREEMENT, DATED FEBRUARY 28, 2003, AMONG TRW AUTOMOTIVE HOLDINGS CORP. (THE "COMPANY") AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH _____________ TRW AUTOMOTIVE HOLDINGS CORP. – OR IN ANY WAY CONNECTED WITH THIS AGREEMENT. IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Stockholders Agreement on the date first written above. TRW AUTOMOTIVE HOLDINGS CORP. By: /s/ Neil P. Simpkins --------------------------------- Name: Neil P. Simpkins Title: President 26 AUTOMOTIVE INVESTORS L.L.C. By: /s/ Robert Friedman --------------------------------- Name: Robert Friedman Title: Manager 27 NORTHROP GRUMMAN _____________ TRW Automotive Holdings Corp. – to receive from [___________] ("Transferor") [certain shares or certain options, warrants or other rights to purchase] [___________] shares, par value $0.01 per share, of Common Stock (the "Shares") of TRW Automotive Holdings Corp. , a Delaware corporation ("Parent"). The Shares are subject to the Stockholders Agreement, dated February 28, 2003 (the "Agreement"), among Parent and the other parties listed on the signature pages _____________ dt 1708143 ;	TRW Automotive TRW Automotive Inc. As referenced in this Stockholders Agreement: TRW Automotive Inc – Delaware limited liability company ("BCP LLC"), and Northrop Grumman, as amended by Amendment No. 1 thereto, dated as of December 20, 2002, among BCP LLC, Northrop Grumman, TRW Inc. and TRW Automotive Inc . (as the same may be further amended, supplemented or modified, the "MASTER PURCHASE AGREEMENT"); WHEREAS, BCP LLC has assigned its rights and obligations under the Master Purchase Agreement to _____________ dt 1786688
Preview Full Doc	2004	Underwriting Agreement Underwriting Agreement (128K) Doc #1086754: Click preview link for longer preview. 10 file002.htm FORM OF UNDERWRITING AGREEMENT TRW AUTOMOTIVE HOLDINGS CORP. COMMON STOCK ------------ UNDERWRITING AGREEMENT [ ], 2004 Goldman, Sachs & Co. 85 Broad Street, New York, New York 10004. Credit Suisse First Boston LLC Eleven Madison Avenue New York, New York 10010 J.P. Morgan Securities Inc. 277 Park Avenue New York, New York 10172 As representatives (the "Representatives") . . . 1086754	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Underwriting Agreement: TRW AUTOMOTIVE HOLDINGS CORP. – TRW AUTOMOTIVE HOLDINGS CORP. COMMON STOCK ------------ UNDERWRITING AGREEMENT [ ], 2004 Goldman, Sachs & Co. 85 Broad Street, New York, New York 10004. Credit Suisse First Boston LLC Eleven Madison Avenue New York, New York 10010 _____________ TRW Automotive Holdings Corp. – 10010 J.P. Morgan Securities Inc. 277 Park Avenue New York, New York 10172 As representatives (the "Representatives") of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: 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 _____________ TRW Automotive Holdings Corp. – form of which shall be submitted to the Company for examination, upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, TRW Automotive Holdings Corp. By: -------------------------- Name: Title: 20 Accepted as of the date hereof Goldman, Sachs & Co. By: -------------------------- Name: Title: Credit Suisse First Boston LLC By: -------------------------- Name: Title: J.P. Morgan Securities Inc. _____________ TRW Automotive Holdings Corp. – Schedule 1 to the Underwriting Agreement referred to below c/o Goldman, Sachs & Co. 85 Broad Street New York, NY 10004 Ladies and Gentlemen: We have acted as counsel to TRW Automotive Holdings Corp. , a Delaware corporation (the "Company"), in connection with the purchase by you of an aggregate of [_______] shares and, at the election of the Underwriters, up to [_______] additional _____________ TRW Automotive Holdings Corp. – Schedule 1 to the Underwriting Agreement referred to below c/o Goldman, Sachs & Co. 85 Broad Street New York, NY 10004 Ladies and Gentlemen: We have acted as counsel to TRW Automotive Holdings Corp. , a Delaware corporation (the "Company"), in connection with the purchase by you of an aggregate of [_______] shares and, at the election of the Underwriters, up to [______] additional _____________ dt 1364045 ; TRW Automotive TRW Automotive Inc. As referenced in this Underwriting Agreement: TRW Automotive Inc – information furnished in writing to the Company by an Underwriter through you expressly for use therein; (iv) Since the date of the most recent audited financial statements of the former TRW Automotive Inc ., the Company's predecessor (the "Former TRW Automotive") included in the Prospectus, which financial statements represent the combined financial statements of the automotive business of TRW Inc. (now known _____________ TRW Automotive") inc – Underwriter through you expressly for use therein; (iv) Since the date of the most recent audited financial statements of the former TRW Automotive Inc., the Company's predecessor (the "Former TRW Automotive") inc luded in the Prospectus, which financial statements represent the combined financial statements of the automotive business of TRW Inc. (now known as Northrop Grumman Space & Mission Systems Corp.) now owned _____________ TRW Automotive Inc – and its subsidiaries, (ii) are contemplated by the Credit Agreement dated as of February 27, 2003, as amended through January 9, 2004, among the Company, TRW Automotive Intermediate Holdings Corp., TRW Automotive Inc ., certain subsidiaries of the Company, the financial institutions named therein and JPMorgan Chase Bank as Administrative Agent and Collateral Agent (the "Credit Agreement") or by the receivables facility (as _____________ TRW Automotive Inc – Agreement has not been amended, supplemented or otherwise modified from the form filed as Exhibit 10.18 to the registration statement on Form S-4, file No. 333-106702 of TRW Automotive Inc ., a Delaware corporation and a wholly-owned indirect subsidiary of the Company ("TRW Automotive Inc.") and no waiver thereof or release of the limitations on transfer of Stock contained _____________ "TRW Automotive Inc – 10.18 to the registration statement on Form S-4, file No. 333-106702 of TRW Automotive Inc., a Delaware corporation and a wholly-owned indirect subsidiary of the Company ("TRW Automotive Inc .") and no waiver thereof or release of the limitations on transfer of Stock contained in Section 2 thereof has been granted to any party thereto; and (xxxi) The Amended _____________ dt 1540713 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Underwriting Agreement: Banc of America Securities LLC – Number of Purchased if Firm Shares Maximum Option Underwriter to be Purchased Exercised ----------- --------------- ------------------ Goldman, Sachs & Co................................................. Credit Suisse First Boston LLC...................................... J.P. Morgan Securities Inc.......................................... Morgan Stanley & Co. Incorporated................................... Banc of America Securities LLC ...................................... Deutsche Bank Securities Inc........................................ Lazard Freres & Co. LLC............................................. Lehman Brothers Inc................................................. Merrill Lynch, Pierce, Fenner & Smith Incorporated..................................... -------------- ------------- Total............................................................... ============== ============= SCHEDULE II Name Position ---- -------- John C. Plant President, Chief Executive Officer _____________ dt 1356275 ;	CSFB LLC Credit Suisse First Boston LLC ( Financial ) As referenced in this Underwriting Agreement: Credit Suisse First Boston LLC – TRW AUTOMOTIVE HOLDINGS CORP. COMMON STOCK ------------ UNDERWRITING AGREEMENT [ ], 2004 Goldman, Sachs & Co. 85 Broad Street, New York, New York 10004. Credit Suisse First Boston LLC Eleven Madison Avenue New York, New York 10010 J.P. Morgan Securities Inc. 277 Park Avenue New York, New York 10172 As representatives (the "Representatives") of the several Underwriters _____________ Credit Suisse First Boston LLC – the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to (i) Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, Attention: Registration Department; (ii) Credit Suisse First Boston LLC , Eleven Madison Avenue, New York, New York 10010, Attention: Transactions Advisory Group and (iii) J.P. Morgan Securities Inc., 277 Park Avenue, New York, New York 10172, Attention: Syndicate _____________ Credit Suisse First Boston LLC – to the authority of the signers thereof. Very truly yours, TRW Automotive Holdings Corp. By: -------------------------- Name: Title: 20 Accepted as of the date hereof Goldman, Sachs & Co. By: -------------------------- Name: Title: Credit Suisse First Boston LLC By: -------------------------- Name: Title: J.P. Morgan Securities Inc. By: -------------------------- Name: Title: On behalf of each of the Underwriters listed on Schedule I 21 SCHEDULE I Number of Optional Shares _____________ Credit Suisse First Boston LLC – listed on Schedule I 21 SCHEDULE I Number of Optional Shares to be Total Number of Purchased if Firm Shares Maximum Option Underwriter to be Purchased Exercised ----------- --------------- ------------------ Goldman, Sachs & Co................................................. Credit Suisse First Boston LLC ...................................... J.P. Morgan Securities Inc.......................................... Morgan Stanley & Co. Incorporated................................... Banc of America Securities LLC...................................... Deutsche Bank Securities Inc........................................ Lazard Freres & Co. LLC............................................. Lehman Brothers Inc................................................. Merrill Lynch, Pierce, Fenner & _____________ Credit Suisse First Boston LLC – agreement. F-3 ANNEX II(a) Form of Opinion of Cravath, Swaine & Moore LLP F-1 ANNEX II(b) [Letterhead of Simpson Thacher & Bartlett LLP] February , 2004 Goldman, Sachs & Co. Credit Suisse First Boston LLC J.P. Morgan Securities Inc. and the other several Underwriters named in Schedule 1 to the Underwriting Agreement referred to below c/o Goldman, Sachs & Co. 85 Broad Street _____________ dt 1351241 ; Deutsche Bank Deutsche Bank Securities Inc. ( Financial ) As referenced in this Underwriting Agreement: Deutsche Bank Securities Inc – Shares Maximum Option Underwriter to be Purchased Exercised ----------- --------------- ------------------ Goldman, Sachs & Co................................................. Credit Suisse First Boston LLC...................................... J.P. Morgan Securities Inc.......................................... Morgan Stanley & Co. Incorporated................................... Banc of America Securities LLC...................................... Deutsche Bank Securities Inc ........................................ Lazard Freres & Co. LLC............................................. Lehman Brothers Inc................................................. Merrill Lynch, Pierce, Fenner & Smith Incorporated..................................... -------------- ------------- Total............................................................... ============== ============= SCHEDULE II Name Position ---- -------- John C. Plant President, Chief Executive Officer and Director Steven Lunn _____________ dt 1376571 ; More...
Preview Full Doc	2006	Underwriting Agreement Underwriting Agreement (78K) Doc #2595011: Click preview link for longer preview. TRW AUTOMOTIVE HOLDINGS CORP. Common Stock *Underwriting Agreement* _________, 2006 [ï¿½] [ï¿½] As representatives (the ï¿½Representativesï¿½) of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: TRW Automotive Holdings Corp., a Delaware corporation (the ï¿½Companyï¿½), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the ï¿½Underwritersï¿½) an aggregate of ___shares (the ï¿½Securitiesï¿½), par value $.01 per share (ï¿½Stockï¿½) of the Company. . . . 2595011	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Underwriting Agreement: TRW AUTOMOTIVE HOLDINGS CORP. – exv1w1 EX-1.1 2 k09632exv1w1.htm FORM OF COMMON STOCK UNDERWRITING AGREEMENT Exhibit 1.1 TRW AUTOMOTIVE HOLDINGS CORP. Common Stock Underwriting Agreement _________, 2006 [] [] As representatives (the Representatives) of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: TRW Automotive Holdings Corp., a Delaware corporation ( _____________ TRW Automotive Holdings Corp. – AGREEMENT Exhibit 1.1 TRW AUTOMOTIVE HOLDINGS CORP. Common Stock Underwriting Agreement _________, 2006 [] [] As representatives (the Representatives) of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: 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 _____________ TRW Automotive Holdings Corp. – form of which shall be submitted to the Company for examination, upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, TRW Automotive Holdings Corp. By: /s/ Name: [] Title: [] 22 Accepted as of the date hereof [] By: Name: Title: [] By: Name: Title: On behalf of each of the Underwriters listed on Schedule I 23 _____________ TRW Automotive Holdings Corp. – I 23 SCHEDULE I Total Number of Securities Underwriter to be Purchased [] [] [] [] [] [] Total [] SCHEDULE II (a) Issuer Free Writing Prospectuses: (b) Additional Documents Incorporated by Reference: SCHEDULE III Significant Subsidiaries TRW Automotive Holdings Corp. TRW Automotive Ltda. TRW Automotive U.S. LLC TRW Automotive Inc. TRW Automotive Receivables LLC TRW Automotive Intermediate Holdings Corp. TRW Intellectual Property Corp. TRW Limited Kelsey-Hayes Company _____________ TRW Automotive Holdings Corp. – II(b)-1 [Letterhead of Simpson Thacher & Bartlett LLP] November [], 2006 ANNEX II(b)-2 [Letterhead of Simpson Thacher & Bartlett LLP] November [], 2006 ANNEX II(c) [Letterhead of TRW Automotive Holdings Corp. ] November [], 2006 _____________ dt 1647716 ; Industry Ventures Acquisition Fund Aperture L P Industry Ventures Acquisition Fund Aperture L P ; TRW Automotive TRW Automotive Inc. As referenced in this Underwriting Agreement: TRW Automotive Inc – are contemplated by the Fourth Amended and Restated Credit Agreement dated as of December 17, 2004, as amended through the date thereof, among the Company, TRW Automotive Intermediate Holdings Corp., TRW Automotive Inc ., certain subsidiaries of the Company, the financial institutions named therein and JPMorgan Chase Bank as Administrative Agent and Collateral Agent (the Credit Agreement), (y) are contemplated by the receivables _____________ TRW Automotive Inc – Total [] SCHEDULE II (a) Issuer Free Writing Prospectuses: (b) Additional Documents Incorporated by Reference: SCHEDULE III Significant Subsidiaries TRW Automotive Holdings Corp. TRW Automotive Ltda. TRW Automotive U.S. LLC TRW Automotive Inc . TRW Automotive Receivables LLC TRW Automotive Intermediate Holdings Corp. TRW Intellectual Property Corp. TRW Limited Kelsey-Hayes Company Lucas Industries Limited LucasVarity LucasVarity Automotive Holding Company Stylealpha Limited Automotive _____________ dt 1628305 ;	JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Underwriting Agreement: JPMorgan Chase Bank – 17, 2004, as amended through the date thereof, among the Company, TRW Automotive Intermediate Holdings Corp., TRW Automotive Inc., certain subsidiaries of the Company, the financial institutions named therein and JPMorgan Chase Bank as Administrative Agent and Collateral Agent (the Credit Agreement), (y) are contemplated by the receivables arrangements (as such term is used in the Prospectus) or (z) such as are described _____________ dt 1696411 ; Cravath Cravath, Swaine & Moore LLP ( Legal ) As referenced in this Underwriting Agreement: Cravath, Swaine – 8 hereof, including the cross-receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 8(l) hereof, will be delivered at the offices of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, New York, 10019 (the Closing Location), and the Securities will be delivered at the Designated Office, all at the Time of _____________ Cravath, Swaine – been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction; 14 (b) Cravath, Swaine & Moore LLP, counsel for the Underwriters, shall have furnished to you its written opinion and 10b-5 letter (in the forms attached as Annex II(a)-1 and _____________ Cravath, Swaine – Deutschland Holding GmbH Lucas Varity s.r.o. TRW Polska Sp.z o.o. ANNEX I [Letterhead of Ernst & Young LLP] November [], 2006 ANNEX II(a-1) [Letterhead of Cravath, Swaine & Moore LLP] November [], 2006 ANNEX II(a)-2 [Letterhead of Cravath, Swaine & Moore LLP] November [], 2006 ANNEX II(b)-1 [Letterhead of Simpson Thacher & Bartlett LLP] _____________ Cravath, Swaine – o. ANNEX I [Letterhead of Ernst & Young LLP] November [], 2006 ANNEX II(a-1) [Letterhead of Cravath, Swaine & Moore LLP] November [], 2006 ANNEX II(a)-2 [Letterhead of Cravath, Swaine & Moore LLP] November [], 2006 ANNEX II(b)-1 [Letterhead of Simpson Thacher & Bartlett LLP] November [], 2006 ANNEX II(b)-2 [Letterhead of Simpson Thacher & Bartlett LLP] _____________ dt 1645025 ; Simpson Thacher Simpson Thacher & Bartlett ( Legal ) As referenced in this Underwriting Agreement: Simpson Thacher – hereto), dated such Time of Delivery and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (c) Simpson Thacher & Bartlett LLP, counsel for the Company, shall have furnished to you its written opinion and negative assurance statement (in the forms attached as Annex II(b)-1 and _____________ Simpson Thacher – a-1) [Letterhead of Cravath, Swaine & Moore LLP] November [], 2006 ANNEX II(a)-2 [Letterhead of Cravath, Swaine & Moore LLP] November [], 2006 ANNEX II(b)-1 [Letterhead of Simpson Thacher & Bartlett LLP] November [], 2006 ANNEX II(b)-2 [Letterhead of Simpson Thacher & Bartlett LLP] November [], 2006 ANNEX II(c) [Letterhead of TRW Automotive Holdings Corp.] November [], 2006 _____________ Simpson Thacher – a)-2 [Letterhead of Cravath, Swaine & Moore LLP] November [], 2006 ANNEX II(b)-1 [Letterhead of Simpson Thacher & Bartlett LLP] November [], 2006 ANNEX II(b)-2 [Letterhead of Simpson Thacher & Bartlett LLP] November [], 2006 ANNEX II(c) [Letterhead of TRW Automotive Holdings Corp.] November [], 2006 _____________ dt 1681644
Preview Full Doc	2006	Underwriting Agreement Underwriting Agreement (77K) Doc #2607366: Click preview link for longer preview. TRW AUTOMOTIVE HOLDINGS CORP. Common Stock *Underwriting Agreement* _________, 2006 [ï¿½] [ï¿½] As representatives (the ï¿½Representativesï¿½) of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: TRW Automotive Holdings Corp., a Delaware corporation (the ï¿½Companyï¿½), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the ï¿½Underwritersï¿½) an aggregate of ___shares (the ï¿½Securitiesï¿½), par value $.01 per share (ï¿½Stockï¿½) of the Company. . . . 2607366	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Underwriting Agreement: TRW AUTOMOTIVE HOLDINGS CORP. – exv1w1 EX-1.1 2 k09632exv1w1.htm FORM OF COMMON STOCK UNDERWRITING AGREEMENT Exhibit 1.1 TRW AUTOMOTIVE HOLDINGS CORP. Common Stock Underwriting Agreement _________, 2006 [] [] As representatives (the Representatives) of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: TRW Automotive Holdings Corp., a Delaware corporation ( _____________ TRW Automotive Holdings Corp. – AGREEMENT Exhibit 1.1 TRW AUTOMOTIVE HOLDINGS CORP. Common Stock Underwriting Agreement _________, 2006 [] [] As representatives (the Representatives) of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: 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 _____________ TRW Automotive Holdings Corp. – form of which shall be submitted to the Company for examination, upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, TRW Automotive Holdings Corp. By: /s/ Name: [] Title: [] 22 Accepted as of the date hereof [] By: Name: Title: [] By: Name: Title: On behalf of each of the Underwriters listed on Schedule I 23 _____________ TRW Automotive Holdings Corp. – I 23 SCHEDULE I Total Number of Securities Underwriter to be Purchased [] [] [] [] [] [] Total [] SCHEDULE II (a) Issuer Free Writing Prospectuses: (b) Additional Documents Incorporated by Reference: SCHEDULE III Significant Subsidiaries TRW Automotive Holdings Corp. TRW Automotive Ltda. TRW Automotive U.S. LLC TRW Automotive Inc. TRW Automotive Receivables LLC TRW Automotive Intermediate Holdings Corp. TRW Intellectual Property Corp. TRW Limited Kelsey-Hayes Company _____________ TRW Automotive Holdings Corp. – II(b)-1 [Letterhead of Simpson Thacher & Bartlett LLP] November [], 2006 ANNEX II(b)-2 [Letterhead of Simpson Thacher & Bartlett LLP] November [], 2006 ANNEX II(c) [Letterhead of TRW Automotive Holdings Corp. ] November [], 2006 _____________ dt 1647717 ; RAE Systems RAE Systems Inc. ( Scientific & Technical Instruments ) ; TRW Automotive TRW Automotive Inc. As referenced in this Underwriting Agreement: TRW Automotive Inc – are contemplated by the Fourth Amended and Restated Credit Agreement dated as of December 17, 2004, as amended through the date thereof, among the Company, TRW Automotive Intermediate Holdings Corp., TRW Automotive Inc ., certain subsidiaries of the Company, the financial institutions named therein and JPMorgan Chase Bank as Administrative Agent and Collateral Agent (the Credit Agreement), (y) are contemplated by the receivables _____________ TRW Automotive Inc – Total [] SCHEDULE II (a) Issuer Free Writing Prospectuses: (b) Additional Documents Incorporated by Reference: SCHEDULE III Significant Subsidiaries TRW Automotive Holdings Corp. TRW Automotive Ltda. TRW Automotive U.S. LLC TRW Automotive Inc . TRW Automotive Receivables LLC TRW Automotive Intermediate Holdings Corp. TRW Intellectual Property Corp. TRW Limited Kelsey-Hayes Company Lucas Industries Limited LucasVarity LucasVarity Automotive Holding Company Stylealpha Limited Automotive _____________ dt 1628306 ;	JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Underwriting Agreement: JPMorgan Chase Bank – 17, 2004, as amended through the date thereof, among the Company, TRW Automotive Intermediate Holdings Corp., TRW Automotive Inc., certain subsidiaries of the Company, the financial institutions named therein and JPMorgan Chase Bank as Administrative Agent and Collateral Agent (the Credit Agreement), (y) are contemplated by the receivables arrangements (as such term is used in the Prospectus) or (z) such as are described _____________ dt 1696415 ; Cravath Cravath, Swaine & Moore LLP ( Legal ) As referenced in this Underwriting Agreement: Cravath, Swaine – 8 hereof, including the cross-receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 8(l) hereof, will be delivered at the offices of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, New York, 10019 (the Closing Location), and the Securities will be delivered at the Designated Office, all at the Time of _____________ Cravath, Swaine – been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction; 14 (b) Cravath, Swaine & Moore LLP, counsel for the Underwriters, shall have furnished to you its written opinion and 10b-5 letter (in the forms attached as Annex II(a)-1 and _____________ Cravath, Swaine – Deutschland Holding GmbH Lucas Varity s.r.o. TRW Polska Sp.z o.o. ANNEX I [Letterhead of Ernst & Young LLP] November [], 2006 ANNEX II(a-1) [Letterhead of Cravath, Swaine & Moore LLP] November [], 2006 ANNEX II(a)-2 [Letterhead of Cravath, Swaine & Moore LLP] November [], 2006 ANNEX II(b)-1 [Letterhead of Simpson Thacher & Bartlett LLP] _____________ Cravath, Swaine – o. ANNEX I [Letterhead of Ernst & Young LLP] November [], 2006 ANNEX II(a-1) [Letterhead of Cravath, Swaine & Moore LLP] November [], 2006 ANNEX II(a)-2 [Letterhead of Cravath, Swaine & Moore LLP] November [], 2006 ANNEX II(b)-1 [Letterhead of Simpson Thacher & Bartlett LLP] November [], 2006 ANNEX II(b)-2 [Letterhead of Simpson Thacher & Bartlett LLP] _____________ dt 1645026 ; Simpson Thacher Simpson Thacher & Bartlett ( Legal ) As referenced in this Underwriting Agreement: Simpson Thacher – hereto), dated such Time of Delivery and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (c) Simpson Thacher & Bartlett LLP, counsel for the Company, shall have furnished to you its written opinion and negative assurance statement (in the forms attached as Annex II(b)-1 and _____________ Simpson Thacher – a-1) [Letterhead of Cravath, Swaine & Moore LLP] November [], 2006 ANNEX II(a)-2 [Letterhead of Cravath, Swaine & Moore LLP] November [], 2006 ANNEX II(b)-1 [Letterhead of Simpson Thacher & Bartlett LLP] November [], 2006 ANNEX II(b)-2 [Letterhead of Simpson Thacher & Bartlett LLP] November [], 2006 ANNEX II(c) [Letterhead of TRW Automotive Holdings Corp.] November [], 2006 _____________ Simpson Thacher – a)-2 [Letterhead of Cravath, Swaine & Moore LLP] November [], 2006 ANNEX II(b)-1 [Letterhead of Simpson Thacher & Bartlett LLP] November [], 2006 ANNEX II(b)-2 [Letterhead of Simpson Thacher & Bartlett LLP] November [], 2006 ANNEX II(c) [Letterhead of TRW Automotive Holdings Corp.] November [], 2006 _____________ dt 1681645
Preview Full Doc	2007	Underwriting Agreement Underwriting Agreement (87K) Doc #2895231: Click preview link for longer preview. TRW AUTOMOTIVE HOLDINGS CORP. Common Stock *Underwriting Agreement* May 29, 2007 Banc of America Securities LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: The persons named in Schedule 2 hereto (each, a ï¿½Selling Stockholderï¿½ and together, the ï¿½Selling Stockholdersï¿½), propose severally, subject to the terms and conditions stated herein, to sell to you (ï¿½youï¿½ or the ï¿½Underwriterï¿½) an aggregate of 11,000,000 shares (the ï¿½Sharesï¿½), par value $.01 per share (ï¿½Stockï¿½) of TRW Automotive Holdings Corp., a Delaware . . . 2895231	TRW Automotive TRW Automotive Holdings Corp. As referenced in this Underwriting Agreement: TRW AUTOMOTIVE HOLDINGS CORP. – exv1w1 EX-1.1 2 k15678exv1w1.htm UNDERWRITING AGREEMENT, DATED MAY 29, 2007 EXHIBIT 1.1 EXECUTION COPY TRW AUTOMOTIVE HOLDINGS CORP. Common Stock Underwriting Agreement May 29, 2007 Banc of America Securities LLC 9 West 57th Street New York, New York 10019 Ladies and Gentlemen: The persons named in Schedule _____________ TRW Automotive Holdings Corp. – the terms and conditions stated herein, to sell to you (?you? or the ?Underwriter?) an aggregate of 11,000,000 shares (the ?Shares?), par value $.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 _____________ TRW Automotive Holdings Corp. – you, this letter and such acceptance hereof shall constitute a binding agreement between the Underwriter, the Selling Stockholders and the Company. 24 EXHIBIT 1.1 EXECUTION COPY Very truly yours, TRW Automotive Holdings Corp. By: /s/ Joseph S. Cantie Name: Joseph S. Cantie Title: Executive Vice President and Chief Financial Officer Automotive Investors L.L.C. By: /s/ Robert L. Friedman Name: Robert _____________ TRW Automotive Holdings Corp. – a) Issuer Free Writing Prospectuses: Company Overview, dated May 2007. 2. (b) Pricing Information: Number of Shares: 11,000,000 Price per Share: $40.45 SCHEDULE 4 Significant Subsidiaries 1. TRW Automotive Holdings Corp. 2. TRW Automotive Ltda. 3. TRW Automotive U.S. LLC 4. TRW Automotive Inc. 5. TRW Automotive Receivables LLC 6. TRW Automotive Intermediate Holdings Corp. 7. TRW Intellectual Property _____________ TRW Automotive Holdings Corp. – of Cravath, Swaine & Moore LLP] ANNEX B-1 [Letterhead of Simpson Thacher & Bartlett LLP] ANNEX B-2 [Letterhead of Simpson Thacher & Bartlett LLP] ANNEX C [Letterhead of TRW Automotive Holdings Corp. ] ANNEX D [Letterhead of E&Y] _____________ dt 1816313

Page 1 of 11

Your cart is empty.

TRW Automotive Holdings Corp. ▼

Subscriptions

Services