EXHIBIT 10.41
AMENDMENT NO. 3
Dated as of September 26, 2003
to
RECEIVABLES LOAN AGREEMENT
Dated as of February 27, 2003
THIS AMENDMENT NO. 3 (this "Amendment") dated as of September
26, 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. Amendment. Subject to the satisfaction of the
conditions precedent set forth in Section 2 below, Section 7.01(k) the
Receivables Loan Agreement is amended and restated in its entirety to read as
follows:
"(k) the average Dilution Ratio for any three consecutive
Calculation Periods exceeds 4.00%; or"
SECTION 2. Conditions Precedent. This Amendment shall become
effective as of the date (the "Effective Date") which is the later to occur of
(i) September 26, 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 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.
2
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/ Xxxxx X. Xxxxx
----------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President, Treasury &
Tax
Signature Page to Amendment No. 3
DELAWARE FUNDING CORPORATION,
as a Conduit Lender
By: JPMorgan Chase Bank as attorney-in-
fact for Delaware Funding Corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
JPMORGAN CHASE BANK,
as a Funding Agent
By: /s/ Xxxxxxxxxxx Xxx
----------------------------------
Name: Xxxxxxxxxxx Xxx
Title: Assistant Vice President
JPMORGAN CHASE BANK,
as a Committed Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
Signature Page to Amendment No. 3
ALPINE SECURITIZATION CORP.,
as a Conduit Lender
By: Credit Suisse First Boston,
New York Branch, as Attorney-in-Fact
By: /s/ Xxxxxx Xxxxx
----------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
By: /s/ Xxxx Xxxxxx
----------------------------------
Name: Xxxx Xxxxxx
Title: Director
CREDIT SUISSE FIRST BOSTON,
NEW YORK BRANCH,
as a Funding Agent
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Director
By: /s/ Xxxxxxx Xxxxx
----------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON,
NEW YORK BRANCH,
as a Committed Lender
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Director
By: /s/ Xxxxxxx Xxxxx
----------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
Signature Page to Amendment No. 3
RM MULTI-ASSET LIMITED,
as a Conduit Lender
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Director
DEUTSCHE BANK AG, LONDON,
as a Funding Agent
By: /s/ Xxxxx Xxxxx
----------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
By: /s/ Xxxxxxxxx Xxxxxxx
----------------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Vice President
RM MULTI-ASSET LIMITED,
as a Committed Lender
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Director
Signature Page to Amendment Xx. 0
XXXXXXX XXXXXX FUNDING CORP.,
as a Conduit Lender
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA,
as a Funding Agent
By: /s/ J. Xxxx Xxxxxxx
----------------------------------
Name: J. Xxxx Xxxxxxx
Title: Managing Director
THE BANK OF NOVA SCOTIA,
as a Committed Lender
By: /s/ J. Xxxx Xxxxxxx
----------------------------------
Name: J. Xxxx Xxxxxxx
Title: Managing Director
Signature Page to Amendment No. 3
THREE PILLARS FUNDING CORPORATION,
as a Conduit Lender
By: /s/ Xxxxxx Xxxxxxxxxx
----------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
SUNTRUST CAPITAL MARKETS, INC.,
as a Funding Agent
By: /s/ Xxxxx Xxxxxxxx
----------------------------------
Name: Xxxxx Xxxxxxxx
Title: Managing Director
SUNTRUST BANK,
as a Committed Lender
By: /s/ Xxxxxxx Xxxxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Director
Signature Page to Amendment No. 3
BEETHOVEN FUNDING CORPORATION,
as a Conduit Lender
By: /s/ Xxxxxxx X. Xxxx
----------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
DRESDNER BANK AG, NEW YORK BRANCH,
as a Funding Agent
By: /s/ Xxxxxxx Xxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxx
Title: Director
By: /s/ Xxxxx Xxxxxx
----------------------------------
Name: Xxxxx Xxxxxx
Title: Associate
DRESDNER BANK AG, NEW YORK BRANCH,
as a Committed Lender
By: /s/ Xxxxxxx Xxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxx
Title: Director
By: /s/ Xxxxx Xxxxxx
----------------------------------
Name: Xxxxx Xxxxxx
Title: Associate
Signature Page to Amendment No. 3
EIFFEL FUNDING LLC,
as a Conduit Lender
By Global Securitization Services, LLC
its Manager
By: /s/ Xxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
CDC FINANCIAL PRODUCTS INC.,
as a Funding Agent
By: /s/ CDC Financial Products Inc.
----------------------------------
Name: CDC Financial Products Inc.
By: /s/ Xxxxx Xxxxx
----------------------------------
Name: Xxxxx Xxxxx
Title: Director
CDC FINANCIAL PRODUCTS INC.,
as a Committed Lender
By: /s/ CDC Financial Products Inc.
----------------------------------
Name: CDC Financial Products Inc.
By: /s/ Xxxxx Xxxxx
----------------------------------
Name: Xxxxx Xxxxx
Title: Director
Signature Page to Amendment No. 3
JPMORGAN CHASE BANK,
as Administrative Agent
By: /s/ Xxxxxxxxxxx Xxx
----------------------------------
Name: Xxxxxxxxxxx Xxx
Title: Assistant Vice President
Signature Page to Amendment No. 3
ACKNOWLEDGED AND AGREED:
-----------------------
TRW AUTOMOTIVE U.S. LLC, as Collection Agent
By: /s/ Xxxxx X. Xxxxx
-------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President, Treasury & Tax
Signature Page to Amendment No. 3
