EXHIBIT 10.60
AMENDMENT NO. 1
Dated as of December 31, 2004
to
RECEIVABLES PURCHASE AGREEMENT
Dated as of February 28, 2003
THIS AMENDMENT NO. 1 (this "Amendment") dated as of December 31,
2004, is entered into by and among (i) XXXXXX-XXXXX COMPANY, a Delaware
corporation, TRW AUTOMOTIVE U.S. LLC, a Delaware limited liability company, TRW
VEHICLE SAFETY SYSTEMS INC., a Delaware corporation, and LAKE CENTER INDUSTRIES
TRANSPORTATION, INC., a Minnesota corporation (each a "Seller" and,
collectively, the "Sellers"), (ii) TRW AUTOMOTIVE U.S. LLC, a Delaware
corporation (the "Seller Agent") and (iii) TRW AUTOMOTIVE RECEIVABLES LLC, a
Delaware limited liability company (the "Buyer").
PRELIMINARY STATEMENTS
A. Reference is made to the Receivables Purchase Agreement dated as
of February 28, 2003 among the Sellers, the Buyer and the Seller Agent (as
amended or modified from time to time, the "Receivables Purchase Agreement").
Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them in the Receivables Purchase Agreement.
B. The parties hereto have agreed to amend the Receivables Purchase
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 in Section 2 below) the Receivables Purchase Agreement shall be amended
as follows:
1.1 Section 4.01(l) of the Receivables Purchase Agreement is amended
to delete the words "the North American Collection Accounts and the North
American Concentration Accounts" and to substitute therefor the words "the
Collection Accounts and the Concentration Account".
1.2 Section 4.01(q) of the Receivables Purchase Agreement is amended
to delete the words "North American" that appear before Collection Account in
the first and last sentence.
1.3 Section 5.01(g) of the Receivables Purchase Agreement is amended
to delete the words "North American" that appear before Collection Account in
the first and last sentence.
1.4 Section 5.01(h) of the Receivables Purchase Agreement is amended
and restated in its entirety to read as follows:
" (h) Deposits to Collection Accounts and Concentration Account.
Such Seller will instruct all Obligors to remit all their payments in respect of
the Receivables into a Collection Account (either directly by wire transfer or
electronic funds transfer or by check mailed to a lock-box maintained by the
relevant Collection Account Bank). If such Seller or the Collection Agent shall
receive any Collections directly, such Seller shall promptly (and in any event
within one Business Day) deposit the same into a Collection Account or the
Concentration Account. Such Seller will use its reasonable best efforts to
prevent funds which do not constitute Collections of Receivables from being
deposited into any Collection Account or the Concentration Account."
1.5 Section 4.01(e) of the Receivables Purchase Agreement is amended
to change the date set forth herein from "December 31, 2001" to "December 31,
2003".
1.6 Section 7.01(a) of the Receivables Purchase Agreement is amended
to delete the words "since the Closing Date" and to substitute therefor the
words "since December 31, 2003".
SECTION 2. Conditions Precedent. This Amendment shall become
effective as of the date (the "Effective Date") on which the Seller Agent shall
have received a copy of this Amendment duly executed by each of the Sellers, the
Seller Agent and the Buyer.
SECTION 3. Reference to and Effect on the Receivables Purchase
Agreement.
3.1 Upon the effectiveness of this Amendment, each reference in the
Receivables Purchase Agreement to "this Agreement," "hereunder," "hereof,"
"herein," "hereby" or words of like import shall mean and be a reference to the
Receivables Purchase Agreement as amended hereby, and each reference to the
Receivables Purchase Agreement in any other document, instrument and agreement
executed and/or delivered in connection with the Receivables Purchase Agreement
shall mean and be a reference to the Receivables Purchase Agreement as amended
hereby.
3.2 Except as specifically amended hereby, the Receivables Purchase
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 Seller, the
Seller Agent or the Buyer under the Receivables Purchase Agreement, the
Transaction Documents or any other document, instrument, or agreement executed
in connection therewith, nor constitute a waiver of any provision contained
therein.
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3.4 Each of the parties hereto 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 have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
SELLER AGENT: TRW AUTOMOTIVE U.S. LLC
By: /s/ Xxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Chief
Financial Officer
SELLERS: XXXXXX-XXXXX COMPANY
By: /s/ Xxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Treasurer
TRW AUTOMOTIVE U.S. LLC
By: /s/ Xxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Chief
Financial Officer
TRW VEHICLE SAFETY SYSTEMS INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Chief
Financial Officer
LAKE CENTER INDUSTRIES
TRANSPORTATION, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxx
Title: Secretary
BUYER: TRW AUTOMOTIVE RECEIVABLES LLC
By: /s/ Xxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
