AMENDMENT NO. 5
Dated as of January 8, 2004
to
RECEIVABLES LOAN AGREEMENT
Dated as of February 27, 2003
THIS AMENDMENT NO. 5 (this "Amendment") dated as of January 8, 2004, is
entered into by and among (i) TRW AUTOMOTIVE GLOBAL RECEIVABLES LLC, a Delaware
limited liability company (the "Borrower"), (ii) the "Conduit Lenders"
identified on the signature pages hereto, (iii) the "Committed Lenders"
identified on the signature pages hereto, (iv) the "Funding Agents" identified
on the signature pages hereto and (v) JPMORGAN CHASE BANK, as administrative
agent (the "Administrative Agent").
PRELIMINARY STATEMENTS
A. Reference is made to the Receivables Loan Agreement dated as of
February 27, 2003 among the Borrower, the "Conduit Lenders", "Committed Lenders"
and "Funding Agents" from time to time parties thereto and the Administrative
Agent (as amended prior to the date hereof, the "Receivables Loan Agreement").
Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them in the Receivables Loan Agreement.
B. The parties hereto have agreed to amend the Receivables Loan
Agreement on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises set forth above, and
other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendments. Effective as of the Effective Date (as defined
below), Section 7.01(k) of the Receivables Loan Agreement is amended in its
entirety to read as follows:
"(k) the average Dilution Ratio for any three consecutive
Calculation Periods (with the last such Calculation Period ending
after December 31, 2003) exceeds (i) in the case of any such period
that includes sales from the month of July (for the avoidance of doubt
such periods include the August, September and October Calculation
Periods) or December (for the avoidance of doubt such periods include
January, February and March Calculation Periods), 5.0% or (ii) in the
case of any other period, 4.80%; provided that the existence of such
circumstance shall not constitute a "Termination Event" hereunder if
(x) the last such Calculation Period ends on or before the earlier of
(A) February 29, 2004 and (B) the date on which the initial public
offering of the shares of common
stock of TRW Automotive Holdings Corp. is consummated and (y) no Loans
shall have been outstanding as of the last day of such Calculation
Period or at any time thereafter until the first Monthly Reporting
Date on which the Funding Agents receive a Monthly Report
demonstrating that such circumstance no longer exists; or".
SECTION 2. Conditions Precedent. This Amendment shall become effective
as of the date (the "Effective Date") on which the Administrative Agent shall
have received a copy of this Amendment duly executed by the Borrower, the
Collection Agent, the Administrative Agent and the Required Committed Lenders.
SECTION 3. Reference to and Effect on the Receivables Loan Agreement.
3.1 Upon the effectiveness of this Amendment, each reference in the
Receivables Loan Agreement to "this Agreement," "hereunder," "hereof," "herein,"
"hereby" or words of like import shall mean and be a reference to the
Receivables Loan Agreement as amended hereby, and each reference to the
Receivables Loan Agreement in any other document, instrument and agreement
executed and/or delivered in connection with the Receivables Loan Agreement
shall mean and be a reference to the Receivables Loan Agreement as amended
hereby.
3.2 Except as specifically amended hereby, the Receivables Loan
Agreement, the other Transaction Documents and all other documents, instruments
and agreements executed and/or delivered in connection therewith shall remain in
full force and effect and are hereby ratified and confirmed.
3.3 The execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any right, power or remedy of any Lender, any Funding
Agent or the Administrative Agent under the Receivables Loan Agreement, the
Transaction Documents or any other document, instrument, or agreement executed
in connection therewith, nor constitute a waiver of any provision contained
therein.
3.4 The Borrower represents that this Amendment has been duly
authorized, executed and delivered by it pursuant to its limited liability
company powers and constitutes its legal, valid and binding obligation.
SECTION 4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 5. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument. Delivery of an executed counterpart of this Amendment by
facsimile shall be effective as delivery of a manually executed counterpart of
this Amendment.
2
SECTION 6. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
3
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized
as of the date first written above.
TRW AUTOMOTIVE GLOBAL RECEIVABLES LLC,
as Borrower
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
Signature Page to Amendment No. 5
DELAWARE FUNDING COMPANY, LLC,
as a Conduit Lender
By: JPMorgan Chase Bank as attorney-in-fact for
Delaware Funding Company, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
JPMORGAN CHASE BANK,
as a Funding Agent
By: /s/ ▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
JPMORGAN CHASE BANK,
as a Committed Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
Signature Page to Amendment No. 5
ALPINE SECURITIZATION CORP.,
as a Conduit Lender
By: Credit Suisse First Boston, New York Branch,
as Attorney-in-Fact
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Director
CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH,
as a Funding Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH,
as a Committed Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Signature Page to Amendment No. 5
GENERAL ELECTRIC CAPITAL CORPORATION,
as a Conduit Lender, as a Funding Agent and
as a Committed Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Duly Authorized Signatory
Signature Page to Amendment No. 5
RM MULTI-ASSET LIMITED,
as a Conduit Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Director
DEUTSCHE BANK AG, LONDON,
as a Funding Agent
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
RM MULTI-ASSET LIMITED,
as a Committed Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Director
Signature Page to Amendment ▇▇. ▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ FUNDING CORP.,
as a Conduit Lender
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
THE BANK OF NOVA SCOTIA,
as a Funding Agent
By: /s/ ▇▇▇▇▇▇ Last
---------------------------------
Name: ▇▇▇▇▇▇ Last
Title: Managing Director
THE BANK OF NOVA SCOTIA,
as a Committed Lender
By: /s/ Normal Last
---------------------------------
Name: ▇▇▇▇▇▇ Last
Title: Managing Director
Signature Page to Amendment No. 5
THREE PILLARS FUNDING CORPORATION,
as a Conduit Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
SUNTRUST CAPITAL MARKETS, INC.,
as a Funding Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
SUNTRUST BANK,
as a Committed Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
Signature Page to Amendment No. 5
BEETHOVEN FUNDING CORPORATION,
as a Conduit Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
DRESDNER BANK AG, NEW YORK BRANCH,
as a Funding Agent
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
DRESDNER BANK AG, NEW YORK BRANCH,
as a Committed Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
Signature Page to Amendment No. 5
JPMORGAN CHASE BANK,
as Administrative Agent
By: /s/ ▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Signature Page to Amendment No. 5
ACKNOWLEDGED AND AGREED:
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TRW AUTOMOTIVE U.S. LLC, as Collection Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
Signature Page to Amendment No. 5
