AMENDMENT NO. 4
Dated as of January 8, 2004
to
RECEIVABLES LOAN AGREEMENT
Dated as of February 27, 2003
THIS AMENDMENT NO. 4 (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), the Receivables Loan Agreement is amended as follows:
1.1 The Facility Limit is reduced from $600,000,000 to $400,000,000.
In connection therewith, Schedule I to the Receivables Loan Agreement is
amended in its entirety to read as set forth on the new Schedule I attached
hereto and the respective Conduit Lending Limits and Commitments of the
Lenders are hereby changed to the respective amounts specified on such new
Schedule I.
1.2 Clause (c) of the definition of "Concentration Factor" in Section
1.01 of the Receivables Loan Agreement is amended to increase the
percentage set forth therein from "6%" to "8%".
1.3 The definition of "Loss Reserve Floor" in Section 1.01 of the
Receivables Loan Agreement is amended in its entirety to read as follows:
"Loss Reserve Floor" means a percentage equal to 16%.
SECTION 2. Amendment Fee. The Borrower hereby agrees to pay to each
Funding Agent, on the Effective Date, an amendment fee (the "Amendment Fee")
equal to 0.05% of the Lender Group Limit for such Funding Agent's Lender Group.
SECTION 3. Conditions Precedent. This Amendment shall become effective
as of the date (the "Effective Date") which is the later to occur of (i) the
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 each of the Lenders and (ii) the date on which each
Funding Agent shall have received payment in full of the Amendment Fee payable
to it pursuant to Section 2.
SECTION 4. Reference to and Effect on the Receivables Loan Agreement.
4.1 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.
4.2 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.
4.3 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.
4.4 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 5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. 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
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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.
SECTION 7. 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.
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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
DELAWARE FUNDING 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/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
JPMORGAN CHASE BANK,
as a Committed Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
ALPINE SECURITIZATION CORP.,
as a Conduit Lender
By: Credit Suisse First Boston, New York Branch,
as Attorney-in-Fact
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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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
GENERAL ELECTRIC CAPITAL CORPORATION,
as a Conduit Lender, as a Funding Agent
and as a Committed Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Duly Authorized Signatory
RM MULTI-ASSET LIMITED,
as a Conduit Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Director
DEUTSCHE BANK AG, LONDON,
as a Funding Agent
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
RM MULTI-ASSET LIMITED,
as a Committed Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Director
LIBERTY STREET FUNDING CORP.,
as a Conduit Lender
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
THE BANK OF NOVA SCOTIA,
as a Funding Agent
By: /s/ ▇▇▇▇▇▇ Last
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Name: ▇▇▇▇▇▇ Last
Title: Managing Director
THE BANK OF NOVA SCOTIA,
as a Committed Lender
By: /s/ ▇▇▇▇▇▇ Last
------------------------------
Name: ▇▇▇▇▇▇ Last
Title: Managing Director
THREE PILLARS FUNDING CORPORATION,
as a Conduit Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
BEETHOVEN FUNDING CORPORATION,
as a Conduit Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
DRESDNER BANK AG, NEW YORK BRANCH,
as a Funding Agent
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
EIFFEL FUNDING LLC,
as a Conduit Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
CDC FINANCIAL PRODUCTS INC.,
as a Funding Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Director
CDC FINANCIAL PRODUCTS INC.,
as a Committed Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Director
JPMORGAN CHASE BANK,
as Administrative Agent
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
ACKNOWLEDGED AND AGREED:
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TRW AUTOMOTIVE U.S. LLC, as Collection Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer