ZF Friedrichshafen AG

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IN THE MATTER OF ZF FRIEDRICHSHAFEN AG AND TRW AUTOMOTIVE HOLDINGS CORP.

Docket No. C-4520. Order, February 10, 2017 Letter approving the waiver of the requirements for Commission approval and the public comment period for the amendments to the Master Supply Agreement previously approved by the Commission. LETTER APPROVING AMENDMENTS Peter C. Thomas, Esq.

Simpson Thacher & Bartlett LLP Re: In the Matter of ZF Friedrichshafen AG and TRW Automotive Holdings Corp., Docket No. C-4520 Dear Mr. Thomas:

This is in reference to your letter to me on behalf of Respondents dated January 19, 2017, seeking waiver of the Commission’s formal process for approving modifications to agreements approved by the Commission as part of a divestiture agreement. Respondents propose to modify the terms of a Master Supply Agreement between THK Co., Ltd., as seller, and TRW Automotive Inc., and its affiliates, as buyer, approved by the Commission as part of the approval of a divestiture to THK Co., Ltd., under the Order in this matter.

After consideration of Respondents’ request and pursuant to the authority delegated to me under Rule 2.41(f)(5)(ii) of the Commission’s Rules of Practice, 16 C.F.R. § 2.41(f)(5)(ii), I hereby waive the requirements for Commission approval and the public comment period for the amendments to the Master Supply Agreement previously approved by the Commission. If you have further questions, please contact Arthur Strong, the Compliance staff attorney assigned to this matter. Mr. Strong can be reached at 202-326-3478 or [email protected]. ZF FRIEDRICHSHAFEN AG 803 Interlocutory Orders, Etc.

Attachments AMENDMENT TO MASTER SUPPLY AGREEMENT THIS AMENDMENT TO MASTER SUPPLY AGREEMENT (this “dmendment’) is made and entered into as of, 2016, by and between is entered into by and between THE Co., Lid. (“THA Parent’) and THE Parent's Affiliates, all of which are listed on Schedule A-l (individually and collectively, “Selfer"), on the one hand, and TRW Automotive Inc. (“TRAY Parent’) and certain Affiliates {as such term is defined im the U.S. Asset Transfer Agreement (as defined below); hereimatter the same applies to this Agreement) of TRW Parent, which are listed on Schedule A-2 {such Affiliates of TRW Parent, individually and collectively, “Buyer”, on the other hand. Seller, Buyer and TRW Parent are each individually referred to as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings set forth m the MSA (defined below), WHEREAS, Seller and Buyer entered into that certain Master Supply Agreement dated August 31, 2015 (the “A4S4");

WHEREAS, pursuant to the MSA and Purchase Order No. TBOQ0381 attached hereto as Exhibit_A, Seller supples to Buyer certain Products in connection with its Fiat Ducato supply project;

WHEREAS, the Parties have agreed to changes in the estimated annual volumes and Amendment (the “QJ Praduets’”);

WHEREAS, the Parties desire to amend the MSA to reflect such changes in the estimated annual volumes and pricing for the OBJ Products as set forth below. NOW THEREFORE, in consideration of the premises set forth above and the mutual promises contained herein, the Partves agree as follows: 1. Amendment. The MSA is hereby amended as follows, retroactively effective as of January 1, 2015:

(a) The estimated annual volumes set forth on Schedule C corresponding to the OBJ Products are hereby deleted and replaced with the following: OBJ 325-0166-162-293/ A004 1000: 290,00 parts per year OBJ 325-0166-172-293/ A004 1001; 290,000 parts per year (b)} The following provision is added to the end of Section 3.2 of the MSA: Without limiting the foregoing, the parties acknowledge and agree that Seller's maximum volume capacity for each OBJ Product is 290,000 parts per year (the “OBJ Product Maximum Capacity”). Seller agrees to manufacture and sell to Buyer one hundred percent of Buyer’s requirements for each OBJ Product up to the OBJ Product Maximum Capacity for such OBJ Product, The parties further agree that the price for each OBJ Product shall be 5.01 10€ SLISS217 3 VOLUME 163 Interlocutory Orders, Etc.

VOLUME 163 Interlocutory Orders, Etc.

VOLUME 163 Interlocutory Orders, Etc.

KONINKLIJKE AHOLD N.V. 809 Interlocutory Orders, Etc.