Exhibit 10.42
AMENDMENT NO. 2
Dated as of May 19, 2003
to
RECEIVABLES LOAN AGREEMENT
Dated as of February 27, 2003
THIS AMENDMENT NO. 2 (this "Amendment") dated as of May 19, 2003, 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, (iiii) 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. Subject to the satisfaction of the conditions
precedent set forth in Section 2 below, the Receivables Loan Agreement is
amended as follows:
1.1 The definition of "Permitted Investments" in Section 1.01 of the
Receivables Loan Agreement is amended to delete the words "with respect to any
Collateral Account, any of the following investments denominated and payable
solely in the Approved Currency for which such Collateral Account is maintained"
and to substitute therefor the following:
"with respect to any Collateral Account and any Collections received
by the Borrower or the European Purchaser pursuant to Section 2.06(h) or
(i), any of the following investments denominated and payable solely in the
Approved Currency for
which such Collateral Account is maintained or such Collections are
denominated, as applicable".
1.2 Section 2.06(b)(v) of the Receivables Loan Agreement is amended to
delete the words "remit any remaining North American Collections to the Borrower
and remit any remaining European Collections to the European Purchaser, in each
case for application in accordance with Section 2.06(h) or (i) below, as
applicable (any such remittance, a "Release");" and to substitute therefor the
following:
"apply any remaining North American Collections in accordance with
Section 2.06(h) and any remaining European Collections in accordance with
Section 2.06(i) (any such application, a "Release");"
1.3 Section 2.06(h) of the Receivables Loan Agreement is amended to
delete the words "remitted to the Borrower pursuant to Section 2.06(b)(v)" and
to substitute therefor the words "available pursuant to Section 2.06(b)(v)."
Section 2.06(h) of the Receivables Loan Agreement is further amended to delete
clause (iv) thereof and to substitute the following therefor:
"(iv) fourth, to invest in Permitted Investments, to pay other
expenses and obligations as required under the Borrower's limited liability
company agreement, to pay dividends to the Borrower's members and in such
other manner as the Borrower may specify and that is permitted under the
terms of the Transaction Documents. Unless otherwise specifically directed
by the Borrower, the Collection Agent shall cause all North American
Collections available pursuant to Section 2.06(b)(v) to be released to the
Seller Agent under (and as defined in) the North American Originator
Purchase Agreement on a daily basis, and the Collections so released to the
Seller Agent will be deemed to be applied in accordance with this Section
2.06(h). On or prior to each Monthly Reporting Date the Collection Agent
shall determine the portion of the Collections so released which were
applied to each of the items described in clauses (i) through (iv) above
during the related Calculation Period and shall record the same in its
books and records."
SECTION 2. Conditions Precedent. This Amendment shall become effective
as of the date (the "Effective Date") which is the later to occur of (i) May 19,
2003 and (ii) 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 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
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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.
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.
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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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Signature Page to Amendment ▇▇. ▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇,
as a Conduit Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
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
Signature Page to Amendment No. 2
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: Vice President
CREDIT SUISSE FIRST BOSTON,
NEW YORK BRANCH
as a Funding Agent
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director
CREDIT SUISSE FIRST BOSTON,
NEW YORK BRANCH
as a Committed Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director
Signature Page to Amendment No. 2
MMP-3 FUNDING, LLC,
as Conduit Borrower from Fenway
Capital, LLC, as a Conduit Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
▇▇▇▇▇▇ CASTLE GROUP INC.,
as a Funding Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
▇▇▇▇▇▇ BROTHERS HOLDINGS INC.,
as a Committed Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
Signature Page to Amendment No. 2
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/ ▇▇▇▇▇ ▇▇▇▇▇
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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
Signature Page to Amendment ▇▇. ▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ FUNDING CORP.,
as a Conduit Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: 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
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Name: ▇▇▇▇▇▇ Last
Title: Managing Director
Signature Page to Amendment No. 2
THREE PILLARS FUNDING CORPORATION,
as a Conduit Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
SUNTRUST CAPITAL MARKETS, INC.,
as a Funding Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
SUNTRUST BANK,
as a Committed Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
Signature Page to Amendment No. 2
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/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Associate
DRESDNER BANK AG, NEW YORK BRANCH,
as a Committed Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Associate
Signature Page to Amendment No. 2
EIFFEL FUNDING LLC,
as a Conduit Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
CDC FINANCIAL PRODUCTS INC.,
as a Funding Agent
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
CDC FINANCIAL PRODUCTS INC.,
as a Committed Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
Signature Page to Amendment No. 2
JPMORGAN CHASE BANK,
as Administrative Agent
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Signature Page to Amendment No. 2
ACKNOWLEDGED AND AGREED:
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TRW AUTOMOTIVE U.S. LLC, as Collection Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Signature Page to Amendment No. 2