ZF TRW AUTOMOTIVE HOLDINGS CORP - FORM 10-Q - EX-10.4 - May 5, 2010

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10-Q - FORM 10-Q - ZF TRW AUTOMOTIVE HOLDINGS CORPk49164e10vq.htm
EX-32 - EX-32 - ZF TRW AUTOMOTIVE HOLDINGS CORPk49164exv32.htm
EX-31.B - EX-31.B - ZF TRW AUTOMOTIVE HOLDINGS CORPk49164exv31wb.htm
EX-31.A - EX-31.A - ZF TRW AUTOMOTIVE HOLDINGS CORPk49164exv31wa.htm
EXHIBIT 10.4
     EXECUTION COPY
     AMENDMENT dated as of March 17, 2010 (this “Amendment”), to the Seventh Amendment and Restated Credit Agreement dated as of December 21, 2009 (the “Credit Agreement”), among TRW Automotive Holdings Corp., TRW Automotive Intermediate Holdings Corp., TRW Automotive, Inc. (f/k/a TRW Automotive Acquisition Corp.) (the “U.S. Borrower”), the Foreign Subsidiary Borrowers party thereto (together with the U.S. Borrower, the “Borrowers”), the lenders from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A. (f/k/a JPMorgan Chase Bank), as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders, and Bank of America, N.A., as syndication agent.
     WHEREAS, pursuant to the Credit Agreement, the Lenders have extended credit to the Borrowers;
     WHEREAS, the U.S. Borrower has informed the Lenders that it desires to amend the Credit Agreement in order to (i) permit the U.S. Borrower to incur Indebtedness pursuant to Swap Agreements (such term and each other capitalized term used but not defined herein having the meaning assigned to such term in the Credit Agreement) permitted under the Credit Agreement and (ii) reflect certain already existing Global Revolving Facility Commitments not reflected therein; and
     WHEREAS, the undersigned Lenders and the Administrative Agent are willing so to amend the Credit Agreement on the terms and subject to the conditions set forth herein;
     NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:
     SECTION 1. Amendments to Credit Agreement. (a) Section 1.01 of the Credit Agreement is hereby amended by amending the definition of “2012 Global Revolving Facility Commitment” by replacing the reference to “$136,393,090.57” therein with “$184,393,090.57”.
          (b) Section 6.01 of the Credit Agreement is hereby amended by amending and restating paragraph (b) thereof in its entirety as follows:
     “(b) Indebtedness of the U.S. Borrower and the Subsidiaries pursuant to Swap Agreements permitted by Section 6.13;”
          (c) Schedule 2.01 to the Credit Agreement is hereby amended by replacing such schedule in its entirety with Schedule 1 hereto.
     SECTION 2. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each of Holdings, Intermediate Holdings and the

 

 

Borrowers hereby represents and warrants to the Administrative Agent and to each of the Lenders that, after giving effect to this Amendment:
     (a) The representations and warranties of each Loan Party contained in any Loan Document are true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).
     (b) No Event of Default or Default has occurred and is continuing.
     SECTION 3. Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of Holdings, Intermediate Holdings, the Borrowers and the Required Lenders.
     SECTION 4. Credit Agreement. Except as specifically amended hereby, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the Amendment Effective Date, any reference to the Credit Agreement shall mean the Credit Agreement as amended or modified hereby. This Amendment shall be a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.
     SECTION 5. APPLICABLE LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
     SECTION 6. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.
     SECTION 7. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract, and shall become effective as provided in Section 3 hereof. Delivery of an executed signature page to this Amendment by

 

 

facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be effective as delivery of a manually signed counterpart of this Amendment.
     SECTION 8. Headings. The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.
[The remainder of this page has been intentionally left blank.]

 

 

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.
         
  TRW AUTOMOTIVE HOLDINGS CORP.,
 		  
  by   /s/ Joseph S. Cantie    
    Name:   Joseph S. Cantie   
    Title:   Executive Vice President and Chief Financial Officer   
         
  TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP.,
 		  
  by   /s/ Joseph S. Cantie    
    Name:   Joseph S. Cantie   
    Title:   Vice President, Chief Financial Officer and Secretary   
         
  TRW AUTOMOTIVE INC.,
 		  
  by   /s/ Joseph S. Cantie    
    Name:   Joseph S. Cantie   
    Title:   Executive Vice President and Chief Financial Officer   

[Amendment to TRW Credit Agreement]

 

         
         
  LUCAS INDUSTRIES LIMITED,
 		  
  by   /s/ Barry A. Elms    
    Name:   Barry A. Elms   
    Title:   Director   
 
         
  TRW SYSTEMS LIMITED,
 		  
  by   /s/ Barry A. Elms    
    Name:   Barry A. Elms   
    Title:   Director   

[Amendment to TRW Credit Agreement]

 

         
         
  TRW BRAKING SYSTEMS POLSKA SP. Z O.O.,
 		  
  by   /s/ Juergen Baro Piza    
    Name:   Juergen Baro Piza   
    Title:   Director   
         
  TRW POLSKA SP. Z O.O,
 		  
  by   /s/ Ralf Faltermann    
    Name:   Ralf Faltermann   
    Title:   Director   
         
  TRW STEERING SYSTEMS POLAND SP. Z O.O,
 		  
  by   /s/ Barry A. Elms    
    Name:   Barry A. Elms   
    Title:   Director   

[Amendment to TRW Credit Agreement]

 

         
         
  TRW AUTOMOTIVE GMBH,
 		  
  by   /s/ Reinhard Lechner    
    Name:   Reinhard Lechner   
    Title:   Director   
 
         
  TRW DEUTSCHLAND HOLDING GMBH,
 		  
  by   /s/ Reinhard Lechner    
    Name:   Reinhard Lechner   
    Title:   Director   

[Amendment to TRW Credit Agreement]

 

         
         
  JPMORGAN CHASE BANK, N.A. (f/k/a
JPMORGAN CHASE BANK), Individually
and as Administrative Agent,
 		  
  by   /s/ Richard W. Duker    
    Name:   Richard W. Duker   
    Title:   Managing Director   

[Amendment to TRW Credit Agreement]

 

         
         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

THE ROYAL BANK OF SCOTLAND PLC
 		  
  By:   /s/ Jack Lonker    
    Name:   Jack Lonker   
    Title:   Senior Vice President

[Amendment to TRW Credit Agreement]

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

GENERAL ELECTRIC CAPITAL CORPORATION
 		  
  By:   /s/ Paul Sleet    
    Name:   Paul Sleet   
    Title:   Duly Authorized Signatory   

[Amendment to TRW Credit Agreement]

 

         
         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

NACM CLO I
 		  
  By:   /s/ Joanna Willars    
    Name:   Joanna Willars   
    Title:   VP, Authorized Signatory   
 

[Amendment to TRW Credit Agreement]

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

Comerica Bank
 		  
  By:   /s/ Jessica Migliore    
    Name:   Jessica Migliore   
    Title:   Assistant Vice President   
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

U.S. Bank National Association
 		  
  By:   /s/ Jeffrey S. Johnson    
    Name:   Jeffrey S. Johnson   
    Title:   Vice President   
[Amendment to TRW Credit Agreement]

 

 

         
         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

Virtus Senior Floating Rate Fund
 		  
  By:   /s/ Kyle Jennings    
    Name:   Kyle Jennings   
    Title:   Managing Director   
[Amendment to TRW Credit Agreement]

 

 

         
         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

Virtus Multi-Sector Short Term Bond Fund
 		  
  By:   /s/ Kyle Jennings    
    Name:   Kyle Jennings   
    Title:   Managing Director   
[Amendment to TRW Credit Agreement]

 

 

         
         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

Deutsche Bank AG New York Branch
 		  
  By:   /s/ Erin Morrissey    
    Name:   Erin Morrissey   
    Title:   Vice President   
 
  By:   /s/ Evelyn Thierry    
    Name:   Evelyn Thierry   
    Title:   Director   
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

Intesa Sanpaolo S.p.A.
 		  
  By:   /s/ Robert Wurster    
    Name:   Robert Wurster   
    Title:   SVP   
 
  By:   /s/ Frank Maffei    
    Name:   Frank Maffei   
    Title:   VP, Deputy Credit Manager   
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

UBS Loan Finance LLC
 		  
  By:   /s/ Irja R. Otsa    
    Name:   Irja R. Otsa   
    Title:   Associate Director   
 
  By:   /s/ Mary E. Evans    
    Name:   Mary E. Evans   
    Title:   Associate Director   
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

THE BANK OF NOVA SCOTIA
 		  
  By:   /s/ H. Thind    
    Name:   H. Thind   
    Title:   Director   
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

SCOTIABANC INC.
 		  
  By:   /s/ H. Thind    
    Name:   H. Thind   
    Title:   Director   
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

Commerzbank AG, New York and Grand Cayman
Branches
 		  
  By:   /s/ Patrick Hartweger    
    Name:   Patrick Hartweger   
    Title:   Senior Relationship Manager   
 
  By:   /s/ Bryan Beck    
    Name:   Bryan Beck   
    Title:   Relationship Manager   
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
 		  
  By:   /s/ Elaine Crowley    
    Name:   Elaine Crowley   
    Title:   Authorised Signatory   
 
  By:   /s/ Tony Cooper    
    Name:   Tony Cooper   
    Title:   Deputy Manager   
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

Sun Trust Bank
 		  
  By:   /s/ David Fournier    
    Name:   David Fournier   
    Title:   Vice President   
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

CHGO Loan Funding Ltd.  		  
  By:   Chicago Fundamental Investment Partners,    
    LLC, as Collateral Manager   
     
  By:   /s/ Steven J. Novatney    
    Name:   Steven J. Novatney   
    Title:   General Counsel & CCO   
 
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

PNC Bank, National Association
 		  
  By:   /s/ Arthur F. Gray    
    Name:   Arthur F. Gray   
    Title:   Senior Vice President   
 
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

Sumitomo Mitsui Banking Corporation:
 		  
  By:   /s/ Yoshihiro Hyakutome    
    Name:   Yoshihiro Hyakutome   
    Title:   General Manager   
 
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

KEYBANK NATIONAL ASSOCIATION
 		  
  By:   /s/ Suzannah Harris    
    Name:   Suzannah Harris   
    Title:   Vice President   
 
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

Landesbank Baden-Württemberg New York Branch and /
or Cayman Islands Branch
 		  
  By:   /s/ Francois Delangle    
    Name:   Francois Delangle   
    Title:   VP   
     
  By:   /s/ Ralf Enders    
    Name:   Ralf Enders   
    Title:   VP   
 
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

ARES IX CLO LTD.
 		  
  BY:   ARES CLO MANAGEMENT IX, L.P., ITS INVESTMENT MANAGER    
 
  BY:   ARES CLO GP IX, LLC, ITS GENERAL PARTNER    
       
  BY:   ARES MANAGEMENT LLC, ITS MANAGER    
     
  By:   /s/ AMERICO CASCELLA    
    Name:   AMERICO CASCELLA   
    Title:   AUTHORIZED SIGNATORY   
 
[Amendment to TRW Credit Agreement]

 

 

         
  ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD.
 		  
  BY:   ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT, L.P., ITS MANAGER    
 
  BY:   ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT GP, LLC, AS GENERAL    
    PARTNER   
     
  BY:   ARES MANAGEMENT LLC, ITS MANAGER    
       
  By:   /s/ AMERICO CASCELLA    
    Name:   AMERICO CASCELLA   
    Title:   AUTHORIZED SIGNATORY   
 
  ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD.
 		  
  BY:   ARES ENHANCED LOAN MANAGEMENT IR, L.P., AS PORTFOLIO MANAGER    
     
  BY:   ARES ENHANCED LOAN IR GP, LLC, ITS GENERAL PARTNER    
     
  BY:   ARES MANAGEMENT LLC, ITS MANAGER    
     
  By:   /s/ AMERICO CASCELLA    
    Name:   AMERICO CASCELLA   
    Title:   AUTHORIZED SIGNATORY   
 
[Amendment to TRW Credit Agreement]

 

 

         
  FUTURE FUND BOARD OF GUARDIANS
 		  
  BY:   ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISORY IV, L.P., ITS INVESTMENT MANAGER (ON BEHALF OF THE ELIS IV SUB ACCOUNT)   
     
  BY:   ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISORY IV GP, LLC, ITS GENERAL PARTNER   
 
     
  BY:   ARES MANAGEMENT LLC, ITS MANAGING MEMBER    
     
  By:   /s/ AMERICO CASCELLA    
    Name:   AMERICO CASCELLA   
    Title:   AUTHORIZED SIGNATORY   
 
  GLOBAL LOAN OPPORTUNITY FUND B.V.
 		  
  BY:   ARES MANAGEMENT LIMITED, ITS PORTFOLIO MANAGER    
     
  By:   /s/ AMERICO CASCELLA    
    Name:   AMERICO CASCELLA   
    Title:   AUTHORIZED SIGNATORY   
 
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution: Fifth Third Bank, an Ohio
banking corporation, successor by merger with
Fifth Third Bank, a Michigan banking corporation.
 		  
  By:   /s/ Michael Blackburn    
    Name:   Michael Blackburn   
    Title:   Vice President   
 
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

Ridgeworth Funds- Seix Floating Rate High Income Fund  		  
  By:   Seix Investment Advisors LLC, as Subadvisor    
 
  Rochdale Fixed Income Opportunities Portfolio    
  By:   Seix Investment Advisors LLC, as Subadvisor    
     
  By:   /s/ George Goudelias    
    Name:   George Goudelias   
    Title:   Managing Director   
 
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

UNICREDIT BANK AG, New York Branch (fka
Bayerische Hypo- und Vereinsbank AG, New York
Branch)
 		  
  By:   /s/ Ken Hamilton    
    Name:   Ken Hamilton   
    Title:   Director   
 
  By:   /s/ Richard Cordover    
    Name:   Richard Cordover   
    Title:   Director   
 
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

TD BANK, N.A.
 		  
  By:   /s/ Robyn Zeller    
    Name:   Robyn Zeller   
    Title:   Senior Vice President   
 
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

BNP Paribas
 		  
  By:   /s/ Mike Shryock    
    Name:   Mike Shryock   
    Title:   Managing Director   
     
  By:   /s/ Fik Durmus    
    Name:   Fik Durmus   
    Title:   Director   
 
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

Blue Shield of California
 		  
  By:   /s/ Guang Alex Yu    
    Name:   Guang Alex Yu   
    Title:   Authorized Signatory   
 
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

Franklin CLO V, Limited
 		  
  By:   /s/ Guang Alex Yu    
    Name:   Guang Alex Yu, Franklin Advisers, Inc., as Collateral Manager   
    Title:   Authorized Signatory   
 
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

Franklin CLO VI, Limited
 		  
  By:   /s/ Guang Alex Yu    
    Name:   Guang Alex Yu, Franklin Advisers, Inc., as Collateral Manager   
    Title:   Authorized Signatory   
 
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

Franklin Floating Rate Daily Access Fund
 		  
  By:   /s/ Richard Hsu    
    Name:   Richard Hsu   
    Title:   Vice President   
 
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

Franklin Floating Rate Master Series
 		  
  By:   /s/ Richard Hsu    
    Name:   Richard Hsu   
    Title:   Vice President   
 
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

Franklin Templeton Series II Funds Franklin
Floating Rate II Fund
 		  
  By:   /s/ Richard Hsu    
    Name:   Richard Hsu   
    Title:   Vice President   
 
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

GOLDMAN SACHS CREDIT PARTNERS L.P.
 		  
  By:   /s/ Andrew Caditz    
    Name:   Andrew Caditz   
    Title:   Authorized Signatory   
 
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

GOLDMAN SACHS LENDING PARTNERS LLC
 		  
  By:   /s/ Andrew Caditz    
    Name:   Andrew Caditz   
    Title:   Authorized Signatory   
 
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

CAPITAL ONE LEVERAGE FINANCE CORPORATION
 		  
  By:   /s/ Ron Walker    
    Name:   Ron Walker   
    Title:   SVP   
 
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

Bank of America, N.A.
 		  
  By:   /s/ Chas McDonell    
    Name:   Chas McDonell   
    Title:   SVP   
 
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

Bayerische Landesbank, New York Branch
 		  
  By:   /s/ Mahesh Dave    
    Name:   Mahesh Dave   
    Title:   Second Vice President   
 
     
  By:   /s/ Stephen T. Hill    
    Name:   Stephen T. Hill   
    Title:   First Vice President   
 
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

Bank of Tokyo-Mitsubishi UFJ Trust Company
 		  
  By:   /s/ Charles Stewart    
    Name:   Charles Stewart   
    Title:   Vice President   
 
[Amendment to TRW Credit Agreement]

 

 

         
  SIGNATURE PAGE TO THE AMENDMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2009, AMONG TRW AUTOMOTIVE HOLDINGS CORP., TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., TRW AUTOMOTIVE INC., THE FOREIGN SUBSIDIARY BORROWERS PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND BANK OF AMERICA, N.A., AS SYNDICATION AGENT

Name of Institution:

RZB Finance LLC
 		  
  By:   /s/ Christoph Hoedl    
    Name:   Christoph Hoedl   
    Title:   First Vice President   
 
     
  By:   /s/ Randall Abrams    
    Name:   Randall Abrams   
    Title:   Vice President   
 
[Amendment to TRW Credit Agreement]

 

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