EXHIBIT 10.6
AMENDMENT NO. 2
Dated as of May 2, 2005
to
AMENDED AND RESTATED RECEIVABLES LOAN AGREEMENT
Dated as of December 31, 2004
THIS AMENDMENT NO. 2 (this "Amendment") dated as of May 2, 2005, 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 Amended and Restated Receivables Loan
Agreement dated as of December 31, 2004 among the Borrower, the "Conduit
Lenders", "Committed Lenders" and "Funding Agents" from time to time parties
thereto and the Administrative Agent (as amended, 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, the
Receivables Loan Agreement is amended as follows:
1.1 The definition of "Tranche Period" in Section 1.01 of the
Receivables Loan Agreement is amended to delete the clauses (i) and (ii) thereof
prior to the proviso in such definition and to substitute therefore the
following:
"(i) initially, the period commencing on (and including) the
applicable Borrowing Date and ending on (but excluding) the Business Day
specified by the Borrower in the applicable Borrowing Request, and (ii)
thereafter, each successive period commencing on (and including) the last
day of the immediately preceding Tranche Period for such Tranche and
ending on (but excluding) the Business Day specified by the Borrower in a
written notice to each Funding Agent not later than (x) in the case of a
Eurodollar
Tranche, 1:00 P.M. (New York City time) on the third Business Day
immediately before the first day of such Tranche Period and (y) in the
case of any other Tranche, 9:30 A.M. (New York City time) on the Business
Day immediately before the first day of such Tranche Period;" .
1.2 The definition of "Tranche Period" in Section 1.01 of the
Receivables Loan Agreement is further amended (a) to delete the word "and"
appearing at the end of clause (iii) in the proviso of such definition, (b) to
replace the period appearing at the end of clause (iv) in the proviso of such
definition with a semi-colon and (c) to add the following new clauses (v) and
(vi) to the proviso of such definition:
"(v) no Tranche Period for a Tranche the Interest for which is
computed by reference to the CP Rate shall be a period longer than 60
days; and
(vi) if Interest for any Tranche Period is to be calculated on the
basis of the Adjusted Eurodollar Rate, such Tranche Period shall be a
period of one, two or three months, and such Tranche Period shall end on
the day in the applicable succeeding calendar month which corresponds
numerically to the beginning day of such Tranche Period, provided,
however, that if there is no such numerically corresponding day in such
succeeding month, such Tranche Period shall end on the last Business Day
of such succeeding month."
1.3 Section 2.04(a) of the Receivables Loan Agreement is amended to
add the following language immediately after the first appearance of the word
"Tranche":
"the Interest for which is computed by reference to the Alternate
Rate and, in the case of a Tranche for which Interest is computed by
reference to the CP Rate, on each Monthly Settlement Date"
1.4 Section 2.04(d) of the Receivables Loan Agreement is amended to
add the following language immediately after the term "Tranche Period" in the
first place where such term appears:
"(or the Business Day immediately before each Monthly Settlement
Date, if the Interest for the related Tranche is computed by reference to
the CP Rate)"
1.5 Section 2.06(c) of the Receivables Loan Agreement is amended to
add the following language immediately after the first appearance of the word
"Tranche":
"the Interest for which is computed by reference to the Alternate
Rate and, in the case of a Tranche for which Interest is computed by
reference to the CP Rate, on each Monthly Settlement Date"
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 each of the
Lenders.
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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.
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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/ Xxxxx X. Xxxxx
----------------------------
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
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:
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 LLC,
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:
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:
TAHOE FUNDING CORP., LLC,
as a Conduit Lender
By: Tahoe Member Corp., its sole member
By: /s/
-----------------------------
Name:
Title:
DEUTSCHE BANK AG, NEW YORK BRANCH,
as a Committed Lender
By: /s/
-----------------------------
Name:
Title:
By: /s/
-----------------------------
Name:
Title:
DEUTSCHE BANK AG, NEW YORK BRANCH,
as a Funding Agent
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/ Xxxxx X. Xxxxx
---------------------------
Name: Xxxxx X. Xxxxx
Title Treasurer
