Amendment No. 5 to Receivables Loan Agreement among TRW Automotive Global Receivables LLC and Lenders (January 8, 2004)

  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/ Peter R. Rapin ----------------------------- Name: Peter R. Rapin 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/ 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 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/ 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 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/ Karl Kieffer --------------------------------- Name: Karl Kieffer Title: Duly Authorized Signatory Signature Page to Amendment No. 5  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 Signature Page to Amendment No. 5  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/ Normal Last --------------------------------- Name: Norman Last Title: Managing Director Signature Page to Amendment No. 5  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 Murphey --------------------------------- Name: Michael Murphey Title: Director Signature Page to Amendment No. 5  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 Agular --------------------------------- Name: William Agular 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 Agular --------------------------------- Name: William Agular Title: Director By: /s/ Timothy C. Madigan --------------------------------- Name: Timothy C. Madigan Title: Director Signature Page to Amendment No. 5  JPMORGAN CHASE BANK, as Administrative Agent By: /s/ Lara Graff --------------------------------- Name: Lara Graff Title: Vice President Signature Page to Amendment No. 5  ACKNOWLEDGED AND AGREED: - ----------------------- TRW AUTOMOTIVE U.S. LLC, as Collection Agent By: /s/ Peter R. Rapin ------------------------- Name: Peter R. Rapin Title: Treasurer Signature Page to Amendment No. 5