EXHIBIT 10.41
AMENDMENT NO. 6
Dated as of December 31, 2004
to
RECEIVABLES LOAN AGREEMENT
Dated as of February 27, 2003
THIS AMENDMENT NO. 6 (this "Amendment") dated as of December 31,
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, N.A. 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. Change in Lender Group Limits. Effective as of the
Effective Date (as defined in Section 3 below) Schedule I to the Receivables
Loan Agreement shall be amended in its entirety to read as set forth on the new
Schedule I attached hereto. With respect to each Lender Group for which the
related Lender Group Limit is being increased pursuant to this Amendment, the
Borrower shall execute and deliver to the related Funding Agent a new Note
reflecting such increase. Upon its receipt of such new Note, each such Funding
Agent shall return its old Note to the Borrower for cancellation
SECTION 2. Removal of Lender Groups. Effective as of the Effective
Date, the members of (i) the Lender Group for which IXIS Financial Products Inc.
(formerly known as CDC Financial Products Inc.) acts as Funding Agent, (ii) the
Lender Group for which General Electric Capital Corporation acts as Funding
Agent and (iii) the Lender Group for which Deutsche Bank AG, London acts as
Funding Agent (collectively, the "Removed Lender
Groups") will cease to be parties to the Transaction Documents and shall have no
further rights or obligations thereunder, other than those which by their terms
survive the termination of the Transaction Documents. On the Effective Date, the
Funding Agents for the Removed Lender Groups will return the Notes now held by
them to the Borrower for cancellation.
SECTION 3. Conditions Precedent. This Amendment shall become
effective as of the date (the "Effective Date") on which (i) 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, (ii) all accrued and unpaid fees and expenses of the Removed Lender
Groups shall have been paid in full in accordance with the terms of the
Transaction Documents and (iii) with respect to each Lender Group for which the
related Lender Group Limit is being increased pursuant to this Amendment, the
related Funding Agent has received a new Note reflecting such increase.
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 together shall constitute but one and the
same instrument. Delivery of an executed counterpart of
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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/ Joseph S. Cantie
----------------------------------------
Name: Joseph S. Cantie
Title: President
DELAWARE FUNDING COMPANY, LLC,
as a Conduit Lender
By: JPMorgan Chase Bank, N.A., as attorney-
in-fact for
Delaware Funding Company, LLC
By: /s/
----------------------------------------
Name:
Title:
JPMORGAN CHASE BANK, N.A.
as a Funding Agent
By: /s/
----------------------------------------
Name:
Title:
JPMORGAN CHASE BANK, N.A.
as a Committed Lender
By: /s/
----------------------------------------
Name:
Title:
ALPINE SECURITIZATION CORP.,
as a Conduit Lender
By: Credit Suisse First Boston, New York
Branch, as
Attorney-in-Fact
By: /s/
----------------------------------------
Name:
Title:
By: /s/
----------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH,
as a Funding Agent
By: /s/
----------------------------------------
Name:
Title:
By: /s/
----------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH,
as a Committed Lender
By: /s/
----------------------------------------
Name:
Title:
By: /s/
----------------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION,
as a Conduit Lender, as a Funding Agent and
as a Committed Lender
By: /s/
----------------------------------------
Name:
Title:
RM MULTI-ASSET LIMITED,
as a Conduit Lender
By: /s/
----------------------------------------
Name:
Title:
DEUTSCHE BANK AG, LONDON,
as a Funding Agent
By: /s/
----------------------------------------
Name:
Title:
By: /s/
----------------------------------------
Name:
Title:
RM MULTI-ASSET LIMITED,
as a Committed Lender
By: /s/
----------------------------------------
Name:
Title:
LIBERTY STREET FUNDING CORP.,
as a Conduit Lender
By: /s/
----------------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA,
as a Funding Agent
By: /s/
----------------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA,
as a Committed Lender
By: /s/
----------------------------------------
Name:
Title:
THREE PILLARS FUNDING CORPORATION,
as a Conduit Lender
By: /s/
----------------------------------------
Name:
Title:
SUNTRUST CAPITAL MARKETS, INC.,
as a Funding Agent
By: /s/
----------------------------------------
Name:
Title:
SUNTRUST BANK,
as a Committed Lender
By: /s/
----------------------------------------
Name:
Title:
EIFFEL FUNDING LLC,
as a Conduit Lender
By: /s/
----------------------------------------
Name:
Title:
IXIS FINANCIAL PRODUCTS INC. (formerly known
as CDC FINANCIAL PRODUCTS INC.), as a
Funding Agent
By: /s/
----------------------------------------
Name:
Title:
By: /s/
----------------------------------------
Name:
Title:
IXIS FINANCIAL PRODUCTS INC. (formerly known
as CDC FINANCIAL PRODUCTS INC.), as a
Committed Lender
By: /s/
----------------------------------------
Name:
Title:
By: /s/
----------------------------------------
Name:
Title:
BEETHOVEN FUNDING CORPORATION,
as a Conduit Lender
By: /s/
----------------------------------------
Name:
Title:
DRESDNER BANK AG, NEW YORK BRANCH,
as a Funding Agent
By: /s/
----------------------------------------
Name:
Title:
By: /s/
----------------------------------------
Name:
Title:
DRESDNER BANK AG, NEW YORK BRANCH,
as a Committed Lender
By: /s/
----------------------------------------
Name:
Title:
By: /s/
----------------------------------------
Name:
Title:
JPMORGAN CHASE BANK, N.A.
as Administrative Agent
By: /s/
----------------------------------------
Name:
Title:
ACKNOWLEDGED AND AGREED:
TRW AUTOMOTIVE U.S. LLC, as Collection Agent
By: /s/ Joseph S. Cantie
--------------------------------
Name: Joseph S. Cantie
Title: Vice President and Chief Financial Officer