EXHIBIT 10.3

                                                                  EXECUTION COPY

                            FINCO GUARANTEE AGREEMENT

                                   dated as of

                               February 28, 2003,

                                     between

                  TRW AUTOMOTIVE FINANCE (LUXEMBOURG) S.A R.L.

                                       and

                              JPMORGAN CHASE BANK,

                               as Collateral Agent






                                Table of Contents

                                                                            Page
                                                                            ----

ARTICLE I

   SECTION 1.01.  Credit Agreement.............................................3

   SECTION 1.02.  Other Defined Terms..........................................4

ARTICLE II

   SECTION 2.01.  Guarantee....................................................5

   SECTION 2.02.  Guarantee of Payment.........................................5

   SECTION 2.03.  No Limitations, Etc..........................................6

   SECTION 2.04.  Reinstatement................................................7

   SECTION 2.05.  Agreement To Pay; Subrogation................................7

   SECTION 2.06.  Information..................................................8

ARTICLE III
   SECTION 3.01.  Indemnity and Subrogation....................................8

   SECTION 3.02.  Subordination................................................8

ARTICLE IV

   SECTION 4.01.  Notices......................................................9

   SECTION 4.02.  Survival of Agreement........................................9

   SECTION 4.03.  Binding Effect; Several Agreement............................9

   SECTION 4.04.  Successors and Assigns......................................10

   SECTION 4.05.  Collateral Agent's Fees and Expenses;
                     Indemnification..........................................10

   SECTION 4.06.  GOVERNING LAW...............................................11

   SECTION 4.07.  Waivers; Amendment..........................................11

   SECTION 4.08.  WAIVER OF JURY TRIAL........................................12

   SECTION 4.09.  Severability................................................12

   SECTION 4.10.  Counterparts................................................12

   SECTION 4.11.  Headings....................................................12

   SECTION 4.12.  Jurisdiction; Consent to Service of Process.................12

   SECTION 4.13.  Termination or Release......................................13

   SECTION 4.14.  Right of Set-off............................................13






                                                                               3


                                    FINCO GUARANTEE AGREEMENT dated as of
                           February 28, 2003 (this "Agreement"), between TRW
                           Automotive Finance (Luxembourg) S.A R.L., ("Finco")
                           and JPMORGAN CHASE BANK, a New York banking
                           corporation ("JPMCB"), as Collateral Agent (in such
                           capacity, the "Collateral Agent") for the Secured
                           Parties (as defined below).

                  Reference is made to the Credit Agreement dated as of February
27, 2003 (as amended, supplemented, waived or otherwise modified from time to
time, the "Credit Agreement"), among Holdings, Intermediate Holdings, TRW
Automotive Acquisition Corp., the Foreign Subsidiary Borrowers party thereto,
the Lenders party thereto (the "Lenders"), JPMCB, as Administrative Agent and
Collateral Agent, Credit Suisse First Boston, acting through its Cayman Islands
Branch, Lehman Commercial Paper Inc., and Deutsche Bank Securities Inc., as
Co-Syndication Agents, and Bank of America, N.A., as Documentation Agent. The
Lenders have agreed to extend credit to the Borrowers subject to the terms and
conditions set forth in the Credit Agreement. The obligations of the Lenders to
extend such credit are conditioned upon, among other things, the execution and
delivery of this Agreement. Finco, an affiliate of the Borrowers, will derive
substantial benefits from the extension of credit to the Borrowers pursuant to
the Credit Agreement and is willing to execute and deliver this Agreement in
order to induce the Lenders to extend such credit. Accordingly, the parties
hereto agree as follows:

                                    ARTICLE I

                                   Definitions
                                   -----------

                  SECTION 1.01. Credit Agreement. (a) Capitalized terms used in
this Agreement and not otherwise defined herein have the respective meanings
assigned thereto in the Credit Agreement. All terms defined in the New York UCC
(as defined herein) and not defined in this Agreement have the meanings
specified therein. The term "instrument" shall have the meaning specified in
Article 9 of the New York Uniform Commercial Code.

                  (b) The rules of construction specified in Section 1.02 of the
Credit Agreement also apply to this Agreement.



                                                                               4


                  SECTION 1.02.  Other Defined Terms.  As used in this
Agreement, the following terms have the meanings specified below:

                  "Guaranteed Obligations" means all Obligations other than
Obligations of the Polish Borrowers.

                  "Loan Document Obligations" means (a) the due and punctual
payment by each Borrower of (i) the principal of and interest (including
interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) on the Loans made to such Borrower, when and as
due, whether at maturity, by acceleration, upon one or more dates set for
prepayment or otherwise, (ii) each payment required to be made by such Borrower
under the Credit Agreement in respect of any Letter of Credit, when and as due,
including payments in respect of reimbursement of disbursements, interest
thereon (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding) and obligations to provide cash
collateral, (iii) each payment required to be made by such Borrower in respect
of any Ancillary Credit Extension, when and as due, including the principal of
and interest (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding) on any loans thereunder, overdrafts,
reimbursement of guarantees and obligations to provide cash collateral, and (iv)
all other monetary obligations of such Borrower to any of the Secured Parties
under the Credit Agreement and each of the other Loan Documents, including
obligations to pay fees, expense and reimbursement obligations and
indemnification obligations, whether primary, secondary, direct, contingent,
fixed or otherwise (including monetary obligations incurred during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding), (b) the due and
punctual performance of all other obligations of each Borrower under or pursuant
to the Credit Agreement and each of the other Loan Documents and (c) the due and
punctual payment and performance of all the obligations of each other Loan Party
under or pursuant to this Agreement and each of the other Loan Documents.

                  "Obligations" means (a) Loan Document Obligations, (b) the due
and punctual payment and performance of all obligations of each Loan Party under



                                                                               5


each Swap Agreement that (i) is in effect on the Closing Date with a
counterparty that is a Lender or an Affiliate of a Lender as of the Closing Date
or (ii) is entered into after the Closing Date with any counterparty that is a
Lender or an Affiliate of a Lender at the time such Swap Agreement is entered
into and (c) the due and punctual payment and performance of all obligations in
respect of overdrafts and related liabilities owed to a Lender or an Affiliate
of a Lender and arising from treasury, depositary and cash management services
in connection with any automated clearinghouse transfers of funds.

                  "Polish Borrowers" shall mean TRW Polska Sp. z.o.o., TRW
Braking Systems Polska Sp. z.o.o., TRW Safety Systems Poland Sp. z.o.o. and TRW
Steering Systems Poland Sp. z.o.o.

                  "Secured Parties" means (a) the Lenders (and any Affiliate of
a Lender to which any obligation referred to in clause (c) of the definition of
the term "Obligations" is owed), (b) the Administrative Agent, (c) each
Ancillary Lender, (d) each Issuing Bank, (e) each counterparty to any Swap
Agreement entered into with a Loan Party the obligations under which constitute
Obligations, (f) the beneficiaries of each indemnification obligation undertaken
by any Loan Party under any Loan Document and (g) the successors and assigns of
each of the foregoing.

                                   ARTICLE II

                                    Guarantee
                                    ---------

                  SECTION 2.01. Guarantee. Finco unconditionally guarantees, as
a primary obligor and not merely as a surety, the due and punctual payment and
performance of the Guaranteed Obligations. Finco further agrees that the
Guaranteed Obligations may be extended or renewed, in whole or in part, without
notice to or further assent from it, and that it will remain bound upon its
guarantee notwithstanding any extension or renewal of any Guaranteed Obligation.
Finco waives presentment to, demand of payment from and protest to any Borrower
or any other Loan Party of any of the Guaranteed Obligations, and also waives
notice of acceptance of its guarantee and notice of protest for nonpayment.

                  SECTION 2.02. Guarantee of Payment. Finco further agrees that
its guarantee hereunder constitutes a guarantee of payment when due and not of
collection, and waives any right to require that any resort be had by the
Collateral Agent or any other Secured Party to any security held for the payment
of the Guaranteed Obligations or to




                                                                               6


any balance of any deposit account or credit on the books of the Collateral
Agent or any other Secured Party in favor of any Borrower or any other person.

                  SECTION 2.03. No Limitations, Etc. (a) Except for termination
of its obligations hereunder as expressly provided for in Section 4.15 and as
expressly provided in the last sentence of this paragraph (a), the obligations
of Finco hereunder shall not be subject to any reduction, limitation, impairment
or termination for any reason, including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to any defense or
setoff, counterclaim, recoupment or termination whatsoever by reason of the
invalidity, illegality or unenforceability of the Guaranteed Obligations or
otherwise. Without limiting the generality of the foregoing, the obligations of
Finco hereunder shall not be discharged or impaired or otherwise affected by:
(i) the failure of the Administrative Agent, the Collateral Agent or any other
Secured Party to assert any claim or demand or to exercise or enforce any right
or remedy under the provisions of any Loan Document or otherwise; (ii) any
rescision, waiver, amendment or modification of, or any release from any of the
terms or provisions of, any Loan Document or any other agreement; (iii) the
failure to perfect any security interest in, or the release of, any security
held by the Collateral Agent or any other Secured Party for the Guaranteed
Obligations; (iv) any default, failure or delay, wilful or otherwise, in the
performance of the Guaranteed Obligations; or (v) any other act or omission that
may or might in any manner or to any extent vary the risk of any Guarantor or
otherwise operate as a discharge of any Guarantor as a matter of law or equity
(other than the indefeasible payment in full in cash of all the Guaranteed
Obligations). Finco expressly authorizes the Secured Parties to take and hold
security for the payment and performance of the Guaranteed Obligations, to
exchange, waive or release any or all such security (with or without
consideration), to enforce or apply such security and direct the order and
manner of any sale thereof in their sole discretion or to release or substitute
any one or more other guarantors or obligors upon or in respect of the
Guaranteed Obligations, all without affecting the obligations of any Guarantor
hereunder. Notwithstanding anything to the contrary in this Agreement, the
obligations of Finco, on any date, under this Agreement shall not exceed the
greatest of:

                  (i) the principal amount of the Finco Loan and any accrued and
unpaid interest thereon as of such date;



                                                                               7



                  (ii) the aggregate principal amount of all Foreign Acquiror
         Loans and any accrued and unpaid interest thereon as of such date; and

                  (iii) 95% of the net assets of Finco at the date of (A) this
         Agreement and (B) the enforcement of this Agreement, whichever is the
         greater.

                  (b) To the fullest extent permitted by applicable law, Finco
waives any defense based on or arising out of any defense of any Borrower or any
other Loan Party or the unenforceability of the Guaranteed Obligations or any
part thereof from any cause, or the cessation from any cause of the liability of
any Borrower or any other Loan Party, other than the indefeasible payment in
full in cash of all the Guaranteed Obligations. The Collateral Agent and the
other Secured Parties may, at their election, foreclose on any security held by
one or more of them by one or more judicial or nonjudicial sales, accept an
assignment of any such security in lieu of foreclosure, compromise or adjust any
part of the Guaranteed Obligations, make any other accommodation with any
Borrower or any other Loan Party or exercise any other right or remedy available
to them against any Borrower or any other Loan Party, without affecting or
impairing in any way the liability of Finco hereunder except to the extent the
Guaranteed Obligations have been fully and indefeasibly paid in full in cash. To
the fullest extent permitted by applicable law, Finco waives any defense arising
out of any such election even though such election operates, pursuant to
applicable law, to impair or to extinguish any right of reimbursement or
subrogation or other right or remedy of Finco against any Borrower or any other
Loan Party, as the case may be, or any security.

                  SECTION 2.04.  Reinstatement.  Finco agrees that its guarantee
hereunder shall continue to be effective or be reinstated, as the case may be,
if at any time payment, or any part thereof, of any Guaranteed Obligation is
rescinded or must otherwise be restored by the Administrative Agent or any other
Secured Party upon the bankruptcy or reorganization of any Borrower, any other
Loan Party or otherwise.

                  SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of
the foregoing and not in limitation of any other right that the Collateral Agent
or any other Secured Party has at law or in equity against Finco by virtue
hereof, upon the failure of any Borrower or any other Loan Party to pay any
Guaranteed Obligation when and as the same shall become due, whether at
maturity, by acceleration,




                                                                               8


after notice of prepayment or otherwise, Finco hereby promises to and will
forthwith pay, or cause to be paid, to the Collateral Agent for distribution to
the applicable Secured Parties in cash the amount of such unpaid Guaranteed
Obligation. Upon payment by Finco of any sums to the Collateral Agent as
provided above, all rights of Finco against such Borrower, or other Loan Party
or any other Guarantor arising as a result thereof by way of right of
subrogation, reimbursement, indemnity or otherwise shall in all respects be
subject to Article III hereof.

                  SECTION 2.06. Information. Finco assumes all responsibility
for being and keeping itself informed of the financial condition and assets of
each Borrower and each other Loan Party, and of all other circumstances bearing
upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope
and extent of the risks that Finco assumes and incurs hereunder, and agrees that
none of the Collateral Agent or the other Secured Parties will have any duty to
advise Finco of information known to it or any of them regarding such
circumstances or risks.

                                   ARTICLE III

                            Indemnity and Subrogation
                            -------------------------

                  SECTION 3.01. Indemnity and Subrogation. In addition to all
such rights of indemnity and subrogation as Finco may have under applicable law
(but subject to Section 3.02), each Borrower agrees that in the event a payment
shall be made by Finco under this Agreement in respect of any Guaranteed
Obligation of such Borrower, such Borrower shall indemnify Finco for the full
amount of such payment and Finco shall be subrogated to the rights of the person
to whom such payment shall have been made to the extent of such payment.

                  SECTION 3.02. Subordination. (a) Notwithstanding any provision
of this Agreement to the contrary, all rights of Finco under Section 3.01 and
all other rights of indemnity, or subrogation under applicable law or otherwise
shall be fully subordinated to the indefeasible payment in full in cash of the
Guaranteed Obligations. No failure on the part of any Borrower or Finco to make
the payments required by Section 3.01 (or any other payments required under
applicable law or otherwise) shall in any respect limit the obligations and
liabilities of Finco with respect to its obligations hereunder, and Finco shall
remain liable for the full amount of its obligations hereunder.



                                                                               9



                  (b) Finco hereby agrees that all Indebtedness (other than the
Finco Loan) and other monetary obligations owed by it to any other Loan Party or
any Subsidiary shall be fully subordinated to the indefeasible payment in full
in cash of the Guaranteed Obligations.

                                   ARTICLE IV

                                  Miscellaneous
                                  -------------

                  SECTION 4.01. Notices. All communications and notices
hereunder shall (except as otherwise expressly permitted herein) be in writing
and given as provided in Section 9.01 of the Credit Agreement. All
communications and notices hereunder to Finco shall be given to it in care of
the U.S. Borrower, with such notice to be given as provided in Section 9.01 of
the Credit Agreement.

                  SECTION 4.02. Survival of Agreement. All covenants,
agreements, representations and warranties made by Finco in the Loan Documents
and in the certificates or other instruments prepared or delivered in connection
with or pursuant to this Agreement or any other Loan Document shall be
considered to have been relied upon by the Lenders and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and the
issuance of any Letters of Credit, regardless of any investigation made by any
Lender or on its behalf and notwithstanding that the Administrative Agent, the
Collateral Agent, any Issuing Bank or any Lender may have had notice or
knowledge of any Default or Event of Default or incorrect representation or
warranty at the time any credit is extended under the Credit Agreement, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under any
Loan Document is outstanding and unpaid or any Letter of Credit is outstanding
and so long as the Commitments have not expired or terminated.

                  SECTION 4.03. Binding Effect; Several Agreement. This
Agreement shall become effective when a counterpart hereof executed on behalf of
Finco shall have been delivered to the Administrative Agent and a counterpart
hereof shall have been executed on behalf of the Collateral Agent, and
thereafter shall be binding upon Finco and the Collateral Agent and their
respective permitted successors and assigns, and shall inure to the benefit of
Finco, the Collateral Agent and the other Secured Parties and their respective
permitted successors and assigns, except that no party shall have the right to
assign or transfer its rights or obligations hereunder or any interest herein
(and any





                                                                              10


such assignment or transfer shall be void) except as expressly contemplated by
this Agreement or the Credit Agreement.

                  SECTION 4.04. Successors and Assigns. Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the permitted successors and assigns of such party; and all
covenants, promises and agreements by or on behalf of Finco or the Collateral
Agent that are contained in this Agreement shall bind and inure to the benefit
of their respective permitted successors and assigns.

                  SECTION 4.05. Collateral Agent's Fees and Expenses;
Indemnification. (a) The parties hereto agree that the Collateral Agent shall be
entitled to reimbursement of its expenses incurred hereunder as provided in
Section 9.05 of the Credit Agreement.

                  (b) Without limitation of its indemnification obligations
under the other Loan Documents, Finco agrees to indemnify the Collateral Agent
and the other Indemnitees (as defined in Section 9.05 of the Credit Agreement)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including reasonable counsel fees,
charges and disbursements, incurred by or asserted against any Indemnitee
arising out of, in connection with, or as a result of (i) the execution,
delivery or performance of this Agreement or any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto and thereto of their respective obligations thereunder or the
consummation of the Transactions and other transactions contemplated hereby,
(ii) the use of proceeds of the Loans or the use of any Letter of Credit or
(iii) any claim, litigation, investigation or proceeding relating to any of the
foregoing whether or not any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or wilful misconduct of such Indemnitee.

                  (c) Any such amounts payable as provided hereunder shall be
additional Guaranteed Obligations secured hereby and by the other Security
Documents. The provisions of this Section 4.05 shall remain operative and in
full force and effect regardless of the termination of this Agreement or any
other Loan Document, the consummation




                                                                              11


of the transactions contemplated hereby, the repayment of any of the Guaranteed
Obligations, the invalidity or unenforceability of any term or provision of this
Agreement or any other Loan Document, or any investigation made by or on behalf
of the Collateral Agent or any other Secured Party. All amounts due under this
Section 4.05 shall be payable on written demand therefor.

                  SECTION 4.06. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 4.07. Waivers; Amendment. (a) No failure or delay by
the Applicable Agent, the Collateral Agent, any Issuing Bank or any Lender in
exercising any right, power or remedy hereunder or under any other Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right, power or remedy, or any abandonment or discontinuance of steps
to enforce such a right, power or remedy, preclude any other or further exercise
thereof or the exercise of any other right, power or remedy. The rights, powers
and remedies of the Administrative Agent, the Collateral Agent, any Issuing Bank
and the Lenders hereunder and under the other Loan Documents are cumulative and
are not exclusive of any rights, powers or remedies that they would otherwise
have. No waiver of any provision of this Agreement or consent to any departure
by any Loan Party therefrom shall in any event be effective unless the same
shall be permitted by paragraph (b) of this Section 4.07, and then such waiver
or consent shall be effective only in the specific instance and for the purpose
for which given. Without limiting the generality of the foregoing, the making of
a Loan or the issuance of a Letter of Credit shall not be construed as a waiver
of any Default or Event of Default, regardless of whether the Administrative
Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice
or knowledge of such Default or Event of Default at the time. No notice or
demand on any Loan Party in any case shall entitle any Loan Party to any other
or further notice or demand in similar or other circumstances.

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Collateral Agent and the Loan Party or Loan Parties
with respect to which such waiver, amendment or modification is to apply,
subject to any consent required in accordance with Section 9.08 of the Credit
Agreement.



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                  SECTION 4.08. 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 AGREEMENT OR ANY OTHER LOAN DOCUMENTS.
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 AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 4.08.

                  SECTION 4.09. Severability. In the event any one or more of
the provisions contained in this Agreement or in any other Loan Document should
be held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby. The parties shall endeavor
in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

                  SECTION 4.10. Counterparts. This Agreement 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 4.03.

                  SECTION 4.11. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and are not to affect the construction of, or to be taken
into consideration in interpreting, this Agreement.

                  SECTION 4.12. Jurisdiction; Consent to Service of Process. (a)
Each party to this Agreement hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of any New York State
court or Federal court of the United States of America sitting in New York City,
and any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Agreement or any other Loan Documents, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined




                                                                              13


in such New York State or, to the extent permitted by law, in such Federal
court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Administrative Agent,
the Collateral Agent, any Issuing Bank or any Lender may otherwise have to bring
any action or proceeding relating to this Agreement or any other Loan Document
against Finco, or its properties, in the courts of any jurisdiction.

                  (b) Each party to this Agreement hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
any other Loan Document in any New York State or Federal court. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

                  SECTION 4.13. Termination or Release. (a) This Agreement and
the guarantees made herein shall terminate when all the Guaranteed Obligations
have been indefeasibly paid in full in cash and the Lenders have no further
commitment to lend under the Credit Agreement, the Revolving L/C Exposure has
been reduced to zero and each Issuing Bank has no further obligations to issue
Letters of Credit under the Credit Agreement.

                  (b) In connection with any termination or release pursuant to
paragraph (a) of this Section 4.13, the Collateral Agent shall execute and
deliver to Finco at Finco's expense all documents that such Grantor shall
reasonably request to evidence such termination or release. Any execution and
delivery of documents pursuant to this Section 4.13 shall be without recourse to
or warranty by the Collateral Agent.

                  SECTION 4.14. Right of Set-off. If an Event of Default shall
have occurred and be continuing, each Lender and each Issuing Bank is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held, and other indebtedness at any
time owing, by such Lender or such Issuing Bank to or for the credit or the
account of Finco against any of and all the obligations of




                                                                              14


Finco now or hereafter existing under this Agreement owed to such Lender or such
Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank
shall have made any demand under this Agreement and although such obligations
may be unmatured. The rights of each Lender under this Section 4.14 are in
addition to other rights and remedies (including other rights of set-off) that
such Lender or such Issuing Bank may have.




                                                                              15


                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                             TRW AUTOMOTIVE FINANCE (LUXEMBOURG) S.A R.L.,

                                by   /s/ Neil P. Simpkins
                                  --------------------------------
                                  Name:  Neil P. Simpkins
                                  Title: President


                              JPMORGAN CHASE BANK, as
                              Collateral Agent,

                                by   /s/ Marian N. Schulman
                                  --------------------------------
                                  Name:  Marian N. Schulman
                                  Title: Vice President