EXHIBIT 10.1
EXECUTION COPY
AMENDMENT No. 1 dated as of May 6, 2004 (this
"Amendment"), to the SECOND AMENDED AND RESTATED CREDIT
AGREEMENT (the "Credit Agreement") dated as of January 9,
2004, among TRW AUTOMOTIVE HOLDINGS CORP. ("Holdings"), TRW
AUTOMOTIVE INTERMEDIATE HOLDINGS CORP. ("Intermediate
Holdings"), TRW AUTOMOTIVE INC. (f/k/a TRW AUTOMOTIVE
ACQUISITION CORP.) (the "U.S. Borrower"), the FOREIGN
SUBSIDIARY BORROWERS party thereto (collectively, the "Foreign
Subsidiary Borrowers" and, together with the U.S. Borrower,
the "Borrowers"), the LENDERS party thereto, JPMORGAN CHASE
BANK, as Administrative Agent (in such capacity, the
"Administrative Agent"), CREDIT SUISSE FIRST BOSTON, XXXXXX
COMMERCIAL PAPER INC. and DEUTSCHE BANK SECURITIES INC., as
Co-Syndication Agents, and BANK OF AMERICA N.A., as
Documentation Agent.
A. Pursuant to the Credit Agreement, the Lenders have extended
credit to the Borrowers, and have agreed to extend credit to the Borrowers, in
each case pursuant to the terms and subject to the conditions set forth therein.
B. The Borrowers have requested that the Lenders agree to amend
certain provisions of the Credit Agreement as set forth herein.
C. The undersigned Lenders are willing so to amend the Credit
Agreement, pursuant to the terms and subject to the conditions set forth herein.
D. Capitalized terms used and not otherwise defined herein shall
have the meanings assigned thereto in the Credit Agreement.
SECTION 1. Amendments to Section 5.04. (a) Clauses (a) and (b) of
Section 5.04 of the Credit Agreement are hereby amended by replacing the
semi-colon at the end of each such clause with the character ")" and by
inserting the following text immediately thereafter:
; provided that, in the event that (i) either Holdings or
Intermediate Holdings becomes subject to the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, and (ii) Holdings or Intermediate Holdings, as applicable,
is not engaged in any business or business activity other than that
which is expressly permitted under Section 6.08, this clause may be
satisfied by the provision of consolidated financial statements of
Holdings or Intermediate Holdings, as applicable, in a manner
consistent with the other requirements of
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this clause, and all references to the U.S. Borrower in this clause
shall instead be deemed to be references to Holdings or Intermediate
Holdings, as applicable;
(b) Clause (e) of Section 5.04 of the Credit Agreement is hereby
amended by (i) deleting the text "of the U.S. Borrower and the Subsidiaries"
therein and (ii) replacing the text "Holdings and the U.S. Borrower" therein
with the text "Holdings, Intermediate Holdings or the U.S. Borrower, as
applicable,".
SECTION 2. Representations and Warranties. Each of Holdings,
Intermediate Holdings and the Borrowers represents and warrants to the
Administrative Agent and to each of the Lenders that:
(a) this Amendment has been duly authorized, executed and delivered
by each of Holdings, Intermediate Holdings and the Borrowers and constitutes a
legal, valid and binding obligation of each of Holdings, Intermediate Holdings
and the Borrowers, enforceable against each of Holdings, Intermediate Holdings
and the Borrowers in accordance with its terms;
(b) after giving effect to this Amendment, the representations and
warranties set forth in Article III of the Credit Agreement are true and correct
in all material respects on and as of the date hereof with the same effect as if
made on and as of the date hereof, except to the extent such representations and
warranties expressly relate to an earlier date; and
(c) after giving effect to this Amendment, no Default has occurred
and is continuing.
SECTION 3. Conditions to Effectiveness. This Amendment shall become
effective when (a) the Administrative Agent shall have received counterparts of
this Amendment that, when taken together, bear the signatures of Holdings,
Intermediate Holdings, the Borrowers and the Required Lenders, (b) the
representations and warranties set forth in Section 2 hereof are true and
correct (as set forth on an officer's certificate delivered to the
Administrative Agent) and (c) all invoiced fees and expenses required to be paid
or reimbursed by Holdings, Intermediate Holdings and the Borrowers pursuant
hereto or the Credit Agreement or otherwise, including all invoiced fees and
expenses of counsel to the Administrative Agent, shall have been paid or
reimbursed, as applicable.
SECTION 4. Credit Agreement. Except as specifically amended hereby,
the Credit Agreement shall continue in full force and effect in accordance with
the provisions thereof as in existence on the date hereof. After the date
hereof, any reference to the Credit Agreement shall mean the Credit Agreement as
amended hereby. This Amendment shall be a Loan Document for all purposes.
SECTION 5. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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SECTION 6. Counterparts. This Amendment may be executed in two or
more counterparts, each of which shall constitute an original but all of which
when taken together shall constitute but one agreement. Delivery of an executed
signature page to this Amendment by facsimile transmission shall be effective as
delivery of a manually signed counterpart of this Amendment.
SECTION 7. Expenses. Each of the Holdings, Intermediate Holdings and
the Borrowers agrees to reimburse the Administrative Agent for out-of-pocket
expenses in connection with this Amendment, including the fees, charges and
disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative
Agent.
SECTION 8. Headings. The headings of this Amendment are for purposes
of reference only and shall not limit or otherwise affect the meaning hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first written above.
TRW AUTOMOTIVE HOLDINGS CORP.,
by /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
TRW AUTOMOTIVE INTERMEDIATE
HOLDINGS CORP.,
by /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
TRW AUTOMOTIVE INC.,
by /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
XXXXX INDUSTRIES LIMITED,
by /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Director
TRW SYSTEMS LIMITED,
by /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Director
TRW BRAKING SYSTEMS POLAND
SP.Z.O.O.,
by /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: Director
TRW POLSKA SP.Z.O.O.,
by /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: VP Operations, OSS Europe
TRW SAFETY SYSTEMS POLAND SP.Z.O.O.,
by /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: VP Operations, OSS Europe
TRW STEERING SYSTEMS POLAND
SP.Z.O.O.,
by /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Director
TRW AUTOMOTIVE GMBH,
by /s/ Xxxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Director
TRW DEUTSCHLAND HOLDINGS
GMBH,
by /s/ Xxxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Director
SIGNATURE PAGE TO
AMENDMENT NO. 1 DATED AS OF
May 6, 2004
To Approve the Amendment:
By: *
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* EXECUTED BY THE REQUISITE NUMBER OF LENDERS
