Exhibit 10.41
AMENDMENT NO. 1
Dated as of April 30, 2003
to
RECEIVABLES LOAN AGREEMENT
Dated as of February 27, 2003
THIS AMENDMENT NO. 1 (this "Amendment") dated as of April 30, 2003, is
entered into by and among (i) TRW AUTOMOTIVE GLOBAL RECEIVABLES LLC, a Delaware
limited liability company (the "Borrower"), (ii) PARK AVENUE RECEIVABLES
CORPORATION, ALPINE SECURITIZATION CORP., MMP-3 FUNDING, LLC and RM MULTI-ASSET
LIMITED (each an "Existing Conduit Lender"), (iii) LIBERTY STREET FUNDING CORP.,
THREE PILLARS FUNDING CORPORATION, BEETHOVEN FUNDING CORPORATION and EIFFEL
FUNDING LLC (each a "New Conduit Lender"), (iv) JPMORGAN CHASE BANK, CREDIT
SUISSE FIRST BOSTON, NEW YORK BRANCH, XXXXXX BROTHERS HOLDINGS INC. and RM
MULTI-ASSET LIMITED (each an "Existing Committed Lender"), (v) THE BANK OF NOVA
SCOTIA, SUNTRUST BANK, DRESDNER BANK AG, NEW YORK BRANCH, and CDC FINANCIAL
PRODUCTS INC. (each a "New Committed Lender"), (vi) JPMORGAN CHASE BANK, CREDIT
SUISSE FIRST BOSTON, NEW YORK BRANCH, XXXXXX CASTLE GROUP INC. and DEUTSCHE BANK
AG LONDON (each an "Existing Funding Agent"), (vii) THE BANK OF NOVA SCOTIA,
SUNTRUST CAPITAL MARKETS, INC., DRESDNER BANK AG, NEW YORK BRANCH, and CDC
FINANCIAL PRODUCTS INC. (each a "New Funding Agent") and (viii) JPMORGAN CHASE
BANK, as Administrative Agent.
PRELIMINARY STATEMENTS
A. The Borrower, the Existing Conduit Lenders, the Existing Committed
Lenders, the Existing Funding Agents and the Administrative Agent are parties to
that certain Receivables Loan Agreement dated as of February 27, 2003 (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 add the New Conduit Lenders, the
New Committed Lenders and the New Funding Agents as parties to the Receivables
Loan Agreement as described herein. In connection therewith, the Existing
Conduit Lenders will assign a portion of the outstanding Loans held by them to
the Assignees (as defined below) such that, from and after such assignment, the
percentage of the outstanding Loans held by each Lender Group will be equal to
its Lender Group Percentage (determined after giving effect to the changes to
the Conduit Lending Limits contemplated herein).
C. In addition, 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. Addition of New Lender Groups.
(a) Each of the parties hereto agrees that, effective as of the
Effective Date (as defined in Section 3 below), (i) Schedule I to the
Receivables Loan Agreement shall be amended in its entirety to read as set forth
on Schedule I attached hereto, (ii) each New Conduit Lender will be a party to
the Receivables Loan Agreement as a Conduit Lender having a Conduit Lending
Limit as set forth on such new Schedule I, (iii) each New Committed Lender will
be a party to the Receivables Loan Agreement as a Committed Lender having a
Commitment as set forth on such new Schedule I, (iv) each New Funding Agent will
be a party to the Receivables Loan Agreement as a Funding Agent for the new
Lender Group specified on such new Schedule I, (v) the Conduit Lending Limit of
each Existing Conduit Lender shall be reduced to the amount specified on such
new Schedule I and (vi) the Commitment of each Existing Committed Lender shall
be reduced to the amount specified on such new Schedule I.
(b) Effective as of the Effective Date, each Existing Conduit Lender
hereby sells and assigns to each Assignee (as defined below), without recourse,
warranty, or representation of any kind, except as specifically provided herein,
an undivided percentage ownership interest in the Loans held by such Existing
Conduit Lender in the respective amounts and percentages necessary so that, from
and after such sale and assignment, the percentage of the outstanding Loans held
by the respective Lender Groups shall be equal to their respective Lender Group
Percentages (determined after giving effect to the changes to the Conduit
Lending Limits contemplated herein). The New Conduit Lenders may, in their sole
discretion, purchase and accept such assignment from the Existing Conduit
Lenders ratably in accordance with their respective Conduit Lending Limits. In
the event the New Conduit Lender for any Lender Group elects not to accept its
ratable share of such assignment, the New Committed Lender in such Lender Group
shall purchase and accept from the Existing Conduit Lenders such share of the
assignment. Any New Conduit Lender or New Committed Lender that so purchases and
accepts an assignment from the Existing Conduit Lenders is referred to herein as
an "Assignee." The obligations of the Assignees hereunder shall be several and
not joint.
(c) The amount payable by any Assignee to any Existing Conduit Lender
in respect of the assignment pursuant to paragraph (b) above (the "Assignment
Amount") shall be equal to the Principal Balance of the Loans so assigned to
such Assignee by such Existing Conduit Lender as set forth on Schedule II
attached hereto.
(d) Each Assignee shall pay the Assignment Amount owing by it to an
Existing Conduit Lender on the Effective Date by wire transfer of immediately
available funds to the account specified by the Funding Agent for such Existing
Conduit Lender, such payment to be made by no later than 1:00 P.M. (New York
time) on such date. Notwithstanding anything herein to the contrary, no
assignment from an Existing Conduit Lender to an Assignee pursuant to paragraph
(b) above shall become effective until such Assignee shall have paid in full the
Assignment Amount due from such Assignee in accordance with the terms hereof.
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(e) All accrued and unpaid Interest with respect to the Loans assigned
by any Existing Conduit Lender to any Assignee hereunder shall be payable as
follows: (i) with respect to that portion of such Interest accrued up to but not
including the effective date of such assignment, to the Funding Agent for such
Existing Conduit Lender and (ii) with respect to that portion of such Interest
accrued from and including the effective date of such assignment, to the Funding
Agent for the relevant Assignee. All such Interest shall be paid on the last day
of the related Tranche Period(s) for such Loans (as such Tranche Periods were in
effect immediately prior to such assignment).
(f) Each Existing Conduit Lender:
(i) represents and warrants that it is the legal and beneficial owner
of the interest being assigned by it hereunder and that such interest is
free and clear of any adverse claim;
(ii) makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in
connection with any Transaction Document or any other instrument or
document furnished pursuant thereto or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of any Transaction
Document or any other instrument or document furnished pursuant thereto;
and
(iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any Transaction
Party or the performance or observance by any Transaction Party of any of
its respective obligations under the Transaction Documents or any other
instrument or document furnished pursuant thereto.
(g) Each New Conduit Lender and New Committed Lender:
(i) confirms that it has received a copy of the Receivables Loan
Agreement and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Amendment;
(ii) agrees that it will, independently and without reliance upon the
Administrative Agent, any Funding Agent or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action
under the Receivables Loan Agreement;
(iii) appoints and authorizes the Administrative Agent and its related
New Funding Agent to take such action as agent on its behalf and to
exercise such powers under the Receivables Loan Agreement and the other
Transaction Documents as are delegated to the Administrative Agent and such
New Funding Agent, respectively, by the terms thereof, together with such
powers as are reasonably incidental thereto;
(iv) agrees that it will perform in accordance with their terms all of
the obligations which by the terms of the Receivables Loan Agreement and
this Amendment
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are required to be performed by it as a Conduit Lender or Committed Lender,
as the case may be;
(v) specifies as its address for notices the office set forth on
Schedule I hereto;
(vi) represents that this Amendment has been duly authorized, executed
and delivered by it pursuant to its corporate powers and constitutes its
legal, valid and binding obligation; and
(vii) if such New Conduit Lender or New Committed Lender is organized
under the laws of a jurisdiction outside the United States, (A) confirms
that it has delivered to the Administrative Agent, the Funding Agent and
the Borrower the forms prescribed by the Internal Revenue Service of the
United States certifying as to its status for purposes of determining
exemption from United States withholding taxes with respect to all payments
to be made to it under the Receivables Loan Agreement or such other
documents as are necessary to indicate that all such payments are subject
to such taxes at a rate reduced by an applicable tax treaty and (B) agrees
to provide the Administrative Agent, the Funding Agent and the Borrower (to
the extent permitted by applicable law) with similar forms for each
subsequent tax year in which payments are to be made to it under the
Receivables Loan Agreement.
(h) This Amendment, in so far as it relates to the addition of the New
Conduit Lenders, the New Committed Lenders and the New Funding Agents as parties
to the Receivables Loan Agreement and the establishment of their respective new
Lender Groups, shall be deemed to be a "Joinder Agreement" within the meaning
of, and entered into pursuant to, the Receivables Loan Agreement in accordance
with Section 11.03(i) thereof and shall be effective as such for all purposes
thereunder.
(i) On or prior to the Effective Date, the Borrower shall deliver (i)
to each New Funding Agent a Note payable to such New Funding Agent with a stated
principal amount equal to the Lender Group Limit for its Lender Group and (ii)
to each Existing Funding Agent a new Note reflecting the reduction in the Lender
Group Limit for its Lender Group. Upon its receipt of such new Note, each
Existing Funding Agent shall return its old Note to the Borrower for
cancellation.
(j) The Administrative Agent hereby waives the requirement, pursuant
to Section 11.03(c)(iii) of the Receivables Loan Agreement, of a processing and
recordation fee.
(k) On or promptly after the Effective Date, the Administrative Agent
will register each sale, transfer and assignment contemplated hereby in the
Register.
SECTION 2. Amendments. Subject to the satisfaction of the conditions
precedent set forth in Section 3 below, the Receivables Loan Agreement is
amended as follows:
2.1 The definition of "Approved Obligor Jurisdiction" in Section 1.01
of the Receivables Loan Agreement is amended to add the following at the end of
such definition:
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"; provided that no country shall be considered an 'Approved Obligor
Jurisdiction' hereunder at any time unless such country's foreign currency
rating is at least 'A' by S&P at such time."
2.2 The definition of "Business Day" in Section 1.01 of the
Receivables Loan Agreement is amended in its entirety to read as follows:
"Business Day" means any day on which (i) banks are not authorized or
required to close in New York City, New York, (ii) so long as the
Collection Agent is TRW Automotive U.S. LLC or an Affiliate thereof, the
Collection Agent is open for business in Livonia, Michigan, (iii) dealings
are carried out in the London interbank market and (iv) if this definition
of Business Day is utilized in connection with a Loan denominated in Euro,
the TARGET (Trans-European Automated Real-time Gross settlement Express
Transfer) system is open for the settlement of payments in Euro.
2.3 The definition of "Payment Terms Factor" in Section 1.01 of the
Receivables Loan Agreement is amended to change the number set forth in clause
(i) thereof from "1.28" to "1.11".
2.4 The definition of "Loss Reserve Floor" in Section 1.01 of the
Receivables Loan Agreement is amended to add the words "and, if Fitch, Inc. is
engaged by the Performance Guarantor to rate the Performance Guarantor's
corporate debt and monitors such rating on an on-going basis, Fitch, Inc."
immediately after the word "S&P".
SECTION 3. Conditions Precedent. This Amendment shall become effective
as of the date (the "Effective Date") which is the later to occur of (i) April
30, 2003 and (ii) the date on which each of the following conditions precedent
shall have been satisfied:
(a) the Administrative Agent shall have received a copy of this
Amendment duly executed by each of the parties hereto;
(b) the new Notes required to be executed and delivered by the
Borrower pursuant to Section 1(i) above shall have been so executed and
delivered;
(c) each New Funding Agent shall have received a reliance letter with
respect to the opinions of Xxxxxxx Xxxxxxx & Xxxxxxxx delivered on the
Closing Date permitting each member in its Lender Group to rely on such
opinions; and
(d) to the extent required by the program documents governing any New
Conduit Lender's Commercial Paper program, each Rating Agency shall have
confirmed that the execution and delivery of this Amendment by such New
Conduit Lender will not result in the reduction or withdrawal of the
then-current ratings of such New Conduit Lender's Commercial Paper.
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
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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 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/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
Signature Page to Amendent Xx.0
XXXX XXXXXX XXXXXXXXXXX XXXXXXXXXXX,
as an Existing Conduit Lender
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
JPMORGAN CHASE BANK,
as an Existing Funding Agent
By: /s/ Xxxx Xxxxx
---------------------------------
Name: Xxxx Xxxxx
Title: Vice President
JPMORGAN CHASE BANK,
as an Existing Committed Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
Signature Page to Amendent No.1
ALPINE SECURITIZATION CORP.,
as an Existing Conduit Lender
By: Credit Suisse First Boston,
New York Branch, as Attorney-in-Fact
By: /s/ Xxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx
Title: Director
By: /s/ Xxxxxx Xxxxx
---------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON,
NEW YORK BRANCH
as an Existing Funding Agent
By: /s/ Xxxxxxx Xxxxx
---------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Director
CREDIT SUISSE FIRST BOSTON,
NEW YORK BRANCH
as an Existing Committed Lender
By: /s/ Xxxxxxx Xxxxx
---------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Director
Signature Page to Amendent No.1
MMP-3 FUNDING, LLC,
as Conduit Borrower from Fenway
Capital, LLC, as an Existing
Conduit Lender
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
XXXXXX CASTLE GROUP INC.,
as an Existing Funding Agent
By: /s/ Xxxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Senior Vice President
XXXXXX BROTHERS HOLDINGS INC.,
as an Existing Committed Lender
By: /s/ Xxxxx Xxxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxxx
Title: Senior Vice President
Signature Page to Amendent No.1
RM MULTI-ASSET LIMITED,
as an Existing Conduit Lender
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Director
DEUTSCHE BANK AG, LONDON,
as an Existing 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 an Existing Committed Lender
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Director
Signature Page to Amendent Xx.0
XXXXXXX XXXXXX FUNDING CORP.,
as a New Conduit Lender
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
THE BANK OF NOVA SCOTIA,
as a New Funding Agent
By: /s/ J. Xxxx Xxxxxxx
---------------------------------
Name: J. Xxxx Xxxxxxx
Title: Managing Director
THE BANK OF NOVA SCOTIA,
as a New Committed Lender
By: /s/ J. Xxxx Xxxxxxx
---------------------------------
Name: J. Xxxx Xxxxxxx
Title: Managing Director
Signature Page to Amendent No.1
THREE PILLARS FUNDING CORPORATION,
as a New Conduit Lender
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
SUNTRUST CAPITAL MARKETS, INC.,
as a New Funding Agent
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
SUNTRUST BANK,
as a New Committed Lender
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Director
Signature Page to Amendent No.1
BEETHOVEN FUNDING CORPORATION,
as a New Conduit Lender
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
DRESDNER BANK AG, NEW YORK BRANCH,
as a New Funding Agent
By: /s/ Xxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxx
Title: Director
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
DRESDNER BANK AG, NEW YORK BRANCH,
as a New Committed Lender
By: /s/ Xxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxx
Title: Director
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
Signature Page to Amendent No.1
EIFFEL FUNDING LLC,
as a New Conduit Lender
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
CDC FINANCIAL PRODUCTS INC.,
as a New Funding Agent
By: /s/ Xxxx Xxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxx
Title: Director
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
CDC FINANCIAL PRODUCTS INC.,
as a New Committed Lender
By: /s/ Xxxx Xxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxx
Title: Director
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
Signature Page to Amendent No.1
JPMORGAN CHASE BANK,
as Administrative Agent
By: /s/ Xxxx Xxxxx
---------------------------------
Name: Xxxx Xxxxx
Title: Vice President
Signature Page to Amendent No.1
SCHEDULE I
(Attached)
SCHEDULE II
Attached.
