Stock Purchase & Registration Rights Agreement

EXHIBIT 10.4


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, INC., a Maryland corporation (the "Purchaser").


RECITALS


WHEREAS, the Company desires to sell to the Purchaser 5,256,500 shares (the "Shares") of common stock, par value $0.01 per share, of the Company (the "Common Stock") pursuant to the terms of this Agreement;


WHEREAS, the Purchaser, as investment adviser to the mutual funds and institutional accounts ("TRP Investors") listed on Schedule I hereto, desires to purchase the Shares on behalf of such TRP Investors pursuant to the terms of this Agreement; and


WHEREAS, to induce the Purchaser to purchase the Shares, the Company has agreed to provide the registration rights set forth in this Agreement.


NOW, THEREFORE, in order to consummate said transactions and in consideration of the mutual agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


ARTICLE 1. SALE OF SHARES; PURCHASE PRICE.


Section 1.1 Sale of Shares. On the terms and subject to the conditions set forth in this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, the Company shall sell, transfer, convey and deliver to the TRP Investors, and the Purchaser, on behalf of the TRP Investors, shall purchase, on the Closing Date (as defined below), the Shares.


Section 1.2 Consideration; Closing Date Cash Payment.


(a) The purchase price to be paid for the Shares and for the
agreements set forth herein shall be $19.65 per share (the aggregate
amount to be paid by each Account as set forth on Schedule I, the
"Purchase Price").


(b) On the Closing Date:


(i) The Company shall deliver to the Purchaser facsimile copies of
the certificate or certificates representing the Shares registered in the
names of the persons designated by the Purchaser (the "TRP Investors"),
such names to be made available to the Company at least twenty-four hours
prior to the Closing Date, duly endorsed in blank, or accompanied by stock
powers duly executed in blank, in proper form for transfer free and clear
of any mortgage,


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claim, lien, encumbrance, conditional sales or other title retention
agreement, right of first refusal, preemptive right, pledge, option,
charge, security interest or other similar interest, easement, judgment or
imperfection of title of any nature whatsoever (each, an "Encumbrance").


(ii) Upon receipt of the facsimile copies of the certificates for
the TRP Investors, the Purchaser shall pay the Purchase Price to the
Company by wire transfer of Federal (same-day) funds to the account
specified in writing by the Company to the Purchaser at the Closing. Upon
receipt of the proceeds, the Company shall promptly deliver the
certificate or certificates representing the Shares via overnight delivery
to the custodian banks as instructed by the Purchaser at the Closing (as
defined below).


Section 1.3 Closing. Subject to the satisfaction or waiver of the conditions specified herein, the closing of the purchase and sale of the Shares (the "Closing") shall take place at the offices of the Company on March 11, 2005, or at such other time and place as shall be mutually agreeable to the parties hereto. The date of the Closing is referred to herein as the "Closing Date." The Closing shall be deemed to be effective as of the close of business on the Closing Date. Either the Purchaser or the Company may terminate this Agreement if the Closing has not occurred by March 31, 2005 without incurring any additional liability provided that the terminating party has (a) satisfied all of its conditions to Closing as set forth herein and (b) complied with all of its obligations under this Agreement.


ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE
PURCHASER.


A. Representations and Warranties of the Company.


The Company hereby represents and warrants to the Purchaser as follows:


Section 2.1 Authority. The Company has the full right, power and authority to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Company hereunder. The execution and delivery of this Agreement and the sale and delivery of the Shares to be sold by the Company and the consummation of the transactions contemplated herein and compliance by the Company with its obligations hereunder have been duly authorized by the Company and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Shares to be sold by the Company or any property or assets of the Company pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Company is a party or by which the Company may be bound, or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the Second Amended and Restated Certificate of Incorporation or Third Amended and Restated By-laws of the Company or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any self-regulatory organization, government, government instrumentality or court, domestic or foreign, having jurisdiction over the


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Company or any of its properties. Furthermore, the transactions contemplated by this Agreement do not conflict with the provisions of, or appropriate waivers from the parties thereto have been obtained in connection with, the Second Amended and Restated Stockholders Agreement dated January 28, 2004 among the Company, Northrop Grumman and Automotive Investors L.L.C.


Section 2.2 Holder of Shares; Title to Shares. The Company holds and will hold or will issue at the Closing the Shares to be sold by the Company hereunder, free and clear of any Encumbrance, other than pursuant to this Agreement; such Shares are or will be certificated and are not held in any securities account or by or through any securities intermediary within the meaning of the Uniform Commercial Code as in effect in the State of New York ("NYUCC"); the Company has, and, at the Closing will have, full right, power and authority to hold or to issue, sell, transfer and deliver the Shares to be sold by the Company pursuant to this Agreement, and upon delivery of such Shares and payment of the Purchase Price therefor as herein contemplated, assuming the Purchaser has no written notice of any adverse claim, the Purchaser will be a protected purchaser (as defined in the NYUCC) with respect to the Shares purchased by it from the Company, and the Purchaser will acquire the interest of the Company in such Shares free and clear of any Encumbrance.


Section 2.3 Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court, governmental or self-regulatory authority or agency, domestic or foreign, is necessary or required for the performance by the Company of its obligations hereunder, or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement except approval of the supplemental listing application of the Shares by the New York Stock Exchange.


Section 2.4 Valid Issuance. The Shares have been duly authorized and are validly issued, fully paid and non-assessable and have not been issued in violation of the preemptive or similar rights of any stockholder of the Company arising by operation of securities laws or the Second Amended and Restated Certificate of Incorporation or Third Amended and Restated By-laws of the Company. Based in part upon the representations of the Purchaser in Article B of this Agreement, the Shares will be issued in compliance in all material respects with all applicable federal and state securities laws.


Section 2.5 Compliance with Registration Requirements. The Company meets the requirements for use of a registration statement on Form S-3 ("Form S-3") under the Securities Act of 1933, as amended (the "Securities Act"), and the Company has no knowledge of any fact or circumstance that with or without giving of notice or the passage of time would cause the Company to fail to meet such requirements.


B. Representations and Warranties of the Purchaser.


The Purchaser hereby represents and warrants to the Company as follows:


Section 2.6 Authority. The Purchaser has the full right, power and authority to enter into this Agreement. The execution and delivery of this Agreement and the consummation of the


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transactions contemplated herein and compliance by the Purchaser with its obligations hereunder have been duly authorized by the Purchaser and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Shares to be purchased by the Purchaser or any property or assets of the Purchaser pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Purchaser is a party or by which the Purchaser may be bound, or to which any of the property or assets of the Purchaser is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of the Purchaser, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Purchaser or any of its properties.


Section 2.7 Absence of Further Requirements. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by the Purchaser of its obligations hereunder, or in connection with the purchase of the Shares hereunder or the consummation of the transactions contemplated by this Agreement.


Section 2.8 Institutional Accredited Investor. The Purchaser represents that it and each of the TRP Investors (a) is an institutional "accredited investor" (as defined in Rule 501(a) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Shares, (b) is purchasing the Shares pursuant to a private sale exempt from registration under the Securities Act without the intent to distribute the Shares in violation of the Securities Act, and (c) will not solicit offers for, or offer or sell, the Shares by means of any form of general solicitation or general advertising or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.


Section 2.9 Restricted Securities. The Shares have not been registered under the Securities Act and may not be offered or sold in the United States or to, or f ...