Amendment No. 4 to Receivables Loan Agreement among TRW Automotive Global Receivables LLC and Lenders

  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 2  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. 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/ Peter R. Rapin --------------------- Name: Peter R. Rapin 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/ Bradley S. Schwartz ------------------------------ Name: Bradley S. Schwartz Title: Managing Director JPMORGAN CHASE BANK, as a Funding Agent By: /s/ Lara Graff ------------------------------ Name: Lara Graff Title: Vice President JPMORGAN CHASE BANK, as a Committed Lender By: /s/ Bradley S. Schwartz ------------------------------ Name: Bradley S. Schwartz Title: Managing Director  ALPINE SECURITIZATION CORP., as a Conduit Lender By: Credit Suisse First Boston, New York Branch, as Attorney-in-Fact By: /s/ Joseph Soave ------------------------------ Name: Joseph Soave Title: Director By: /s/ Mark Lengel ------------------------------ Name: Mark Lengel Title: Director CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH, as a Funding Agent By: /s/ Bruce T. Miller ------------------------------ Name: Bruce T. Miller Title: Director By: /s/ Alberto Zonca ------------------------------ Name: Alberto Zonca Title: Vice President CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH, as a Committed Lender By: /s/ Bruce T. Miller ------------------------------ Name: Bruce T. Miller Title: Director By: /s/ Alberto Zonca ------------------------------ Name: Alberto Zonca Title: Vice President  GENERAL ELECTRIC CAPITAL CORPORATION, as a Conduit Lender, as a Funding Agent and as a Committed Lender By: /s/ Karl Kieffer ------------------------------ Name: Karl Kieffer Title: Duly Authorized Signatory  RM MULTI-ASSET LIMITED, as a Conduit Lender By: /s/ John Walley ------------------------------ Name: John Walley Title: Director DEUTSCHE BANK AG, LONDON, as a Funding Agent By: /s/ Sebastian Ottmann ------------------------------ Name: Sebastian Ottmann Title: Vice President By: /s/ Jaime Pratt ------------------------------ Name: Jaime Pratt Title: Vice President RM MULTI-ASSET LIMITED, as a Committed Lender By: /s/ John Walley ------------------------------ Name: John Walley Title: Director  LIBERTY STREET FUNDING CORP., as a Conduit Lender By: /s/ Michelle Moezzi ------------------------------ Name: Michelle Moezzi Title: Vice President THE BANK OF NOVA SCOTIA, as a Funding Agent By: /s/ Norman Last ------------------------------ Name: Norman Last Title: Managing Director THE BANK OF NOVA SCOTIA, as a Committed Lender By: /s/ Norman Last ------------------------------ Name: Norman Last Title: Managing Director  THREE PILLARS FUNDING CORPORATION, as a Conduit Lender By: /s/ Evelyn Echevarria ------------------------------ Name: Evelyn Echevarria Title: Vice President SUNTRUST CAPITAL MARKETS, INC., as a Funding Agent By: /s/ James R. Bennison ------------------------------ Name: James R. Bennison Title: Managing Director SUNTRUST BANK, as a Committed Lender By: /s/ Michael S. Murphey ------------------------------ Name: Michael S. Murphey Title: Director  BEETHOVEN FUNDING CORPORATION, as a Conduit Lender By: /s/ Matthew Dorr ------------------------------ Name: Matthew Dorr Title: Vice President DRESDNER BANK AG, NEW YORK BRANCH, as a Funding Agent By: /s/ William Aguiar ------------------------------ Name: William Aguiar Title: Director By: /s/ Timothy C. Madigan ------------------------------ Name: Timothy C. Madigan Title: Director DRESDNER BANK AG, NEW YORK BRANCH, as a Committed Lender By: /s/ William Aguiar ------------------------------ Name: William Aguiar Title: Director By: /s/ Timothy C. Madigan ------------------------------ Name: Timothy C. Madigan Title: Director  EIFFEL FUNDING LLC, as a Conduit Lender By: /s/ Kevin P. Burns ------------------------------ Name: Kevin P. Burns Title: Vice President CDC FINANCIAL PRODUCTS INC., as a Funding Agent By: /s/ Joyce Pernin ------------------------------ Name: Joyce Pernin Title: Managing Director By: /s/ Kathy Lynch ------------------------------ Name: Kathy Lynch Title: Director CDC FINANCIAL PRODUCTS INC., as a Committed Lender By: /s/ Joyce Pernin ------------------------------ Name: Joyce Pernin Title: Managing Director By: /s/ Kathy Lynch ------------------------------ Name: Kathy Lynch Title: Director  JPMORGAN CHASE BANK, as Administrative Agent By: /s/ Lara Graff ------------------------------ Name: Lara Graff Title: Vice President  ACKNOWLEDGED AND AGREED: - ----------------------- TRW AUTOMOTIVE U.S. LLC, as Collection Agent By: /s/ Peter R. Rapin ----------------------- Name: Peter R. Rapin Title: Treasurer