##### 








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##### 



TABLE OF CONTENTS
  ARTICLE IDefinitionsSECTION 1.01.
    
    Defined Terms
    
    
    5SECTION 1.02.
    
    Terms Generally
    
    
    58SECTION 1.03.
    
    Exchange Rates
    
    
    58SECTION 1.04.
    
    Redenomination of Certain Foreign Currencies
    
    
    59SECTION 1.05.
    
    Effectuation of Transfers
    
    
    59ARTICLE IIThe CreditsSECTION 2.01.
    
    Commitments
    
    
    59SECTION 2.02.
    
    Loans and Borrowings
    
    
    60SECTION 2.03.
    
    Requests for Borrowings
    
    
    61SECTION 2.04.
    
    Swingline Loans
    
    
    62SECTION 2.05.
    
    Letters of Credit
    
    
    65SECTION 2.06.
    
    Funding of Borrowings
    
    
    71SECTION 2.07.
    
    Interest Elections
    
    
    72SECTION 2.08.
    
    Termination and Reduction of Commitments
    
    
    74SECTION 2.09.
    
    Repayment of Loans; Evidence of Debt
    
    
    74SECTION 2.10.
    
    Repayment of Term Loans and Revolving Loans
    
    
    75SECTION 2.11.
    
    Prepayment of Loans
    
    
    78SECTION 2.12.
    
    Fees
    
    
    79SECTION 2.13.
    
    Interest
    
    
    80SECTION 2.14.
    
    Alternate Rate of Interest
    
    
    81SECTION 2.15.
    
    Increased Costs
    
    
    82SECTION 2.16.
    
    Break Funding Payments
    
    
    83SECTION 2.17.
    
    Taxes
    
    
    84SECTION 2.18.
    
    Payments Generally; Pro Rata Treatment; Sharing of Set-offs
    
    
    85SECTION 2.19.
    
    Mitigation Obligations; Replacement of Lenders
    
    
    87SECTION 2.20.
    
    Foreign Subsidiary Borrowers
    
    
    88SECTION 2.21.
    
    Additional Reserve Costs
    
    
    89SECTION 2.22.
    
    Ancillary Facilities
    
    
    90SECTION 2.23.
    
    Incremental Extensions of Credit
    
    
    95




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##### 



2  ARTICLE IIIRepresentations and WarrantiesSECTION 3.01.
    
    Organization; Powers
    
    
    96SECTION 3.02.
    
    Authorization
    
    
    97SECTION 3.03.
    
    Enforceability
    
    
    97SECTION 3.04.
    
    Governmental Approvals
    
    
    97SECTION 3.05.
    
    Financial Statements
    
    
    97SECTION 3.06.
    
    No Material Adverse Change or Material Adverse Effect
    
    
    98SECTION 3.07.
    
    Title to Properties; Possession Under Leases
    
    
    98SECTION 3.08.
    
    Subsidiaries
    
    
    99SECTION 3.09.
    
    Litigation; Compliance with Laws
    
    
    99SECTION 3.10.
    
    Federal Reserve Regulations
    
    
    100SECTION 3.11.
    
    Investment Company Act
    
    
    100SECTION 3.12.
    
    Use of Proceeds
    
    
    100SECTION 3.13.
    
    Tax Returns
    
    
    100SECTION 3.14.
    
    No Material Misstatements
    
    
    101SECTION 3.15.
    
    Employee Benefit Plans
    
    
    101SECTION 3.16.
    
    Environmental Matters
    
    
    102SECTION 3.17.
    
    Security Documents
    
    
    102SECTION 3.18.
    
    Location of Real Property and Leased Premises
    
    
    103SECTION 3.19.
    
    Solvency
    
    
    104SECTION 3.20.
    
    Labor Matters
    
    
    104SECTION 3.21.
    
    Insurance
    
    
    105ARTICLE IVConditionsSECTION 4.01.
    
    Effectiveness of Restated Credit Agreement
    
    
    105SECTION 4.02.
    
    All Credit Events
    
    
    108SECTION 4.03.
    
    Credit Events Relating to Foreign Subsidiary Borrowers
    
    
    108ARTICLE VAffirmative CovenantsSECTION 5.01.
    
    Existence; Businesses and Properties
    
    
    109SECTION 5.02.
    
    Insurance
    
    
    110SECTION 5.03.
    
    Taxes
    
    
    112SECTION 5.04.
    
    Financial Statements, Reports, etc
    
    
    113SECTION 5.05.
    
    Litigation and Other Notices
    
    
    115SECTION 5.06.
    
    Compliance with Laws
    
    
    115SECTION 5.07.
    
    Maintaining Records; Access to Properties and Inspections
    
    
    115SECTION 5.08.
    
    Use of Proceeds
    
    
    116




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##### 



3  SECTION 5.09.
    
    Compliance with Environmental Laws
    
    
    116SECTION 5.10.
    
    Further Assurances; Additional Mortgages
    
    
    116SECTION 5.11.
    
    Fiscal Year; Accounting
    
    
    118SECTION 5.12.
    
    [Intentionally Omitted]
    
    
    118SECTION 5.13.
    
    Proceeds of Certain Dispositions
    
    
    118SECTION 5.14.
    
    Post Restatement Effective Date Matters
    
    
    119SECTION 5.15.
    
    Collateral Release
    
    
    119ARTICLE VINegative CovenantsSECTION 6.01.
    
    Indebtedness
    
    
    120SECTION 6.02.
    
    Liens
    
    
    123SECTION 6.03.
    
    Sale and Lease-Back Transactions
    
    
    125SECTION 6.04.
    
    Investments, Loans and Advances
    
    
    125SECTION 6.05.
    
    Mergers, Consolidations, Sales of Assets and Acquisitions
    
    
    128SECTION 6.06.
    
    Dividends and Distributions
    
    
    130SECTION 6.07.
    
    Transactions with Affiliates
    
    
    132SECTION 6.08.
    
    Business of Holdings, Intermediate Holdings, the U.S. Borrower and the Subsidiaries
    
    
    133SECTION 6.09.
    
    Limitation
on Modifications of Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; etc
    
    
    134SECTION 6.10.
    
    [Intentionally Omitted.]
    
    
    136SECTION 6.11.
    
    Interest Coverage Ratio
    
    
    136SECTION 6.12.
    
    Leverage Ratio
    
    
    137SECTION 6.13.
    
    Swap Agreements
    
    
    137ARTICLE VIIEvents of DefaultSECTION 7.01.
    
    Events of Default
    
    
    138SECTION 7.02.
    
    Exclusion of Immaterial Subsidiaries
    
    
    141SECTION 7.03.
    
    U.S. Borrowers Right to Cure
    
    
    141ARTICLE VIIIThe AgentsSECTION 8.01.
    
    Appointment
    
    
    142SECTION 8.02.
    
    Nature of Duties
    
    
    143SECTION 8.03.
    
    Resignation by the Agents
    
    
    144SECTION 8.04.
    
    Each Agent in its Individual Capacity
    
    
    144SECTION 8.05.
    
    Indemnification
    
    
    144




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##### 



4  SECTION 8.06.
    
    Lack of Reliance on Agents
    
    
    145SECTION 8.07.
    
    Designation of Affiliates for Foreign Currency Loans
    
    
    145ARTICLE IXMiscellaneousSECTION 9.01.
    
    Notices
    
    
    145SECTION 9.02.
    
    Survival of Agreement
    
    
    146SECTION 9.03.
    
    Binding Effect
    
    
    147SECTION 9.04.
    
    Successors and Assigns
    
    
    147SECTION 9.05.
    
    Expenses; Indemnity
    
    
    151SECTION 9.06.
    
    Right of Set-off
    
    
    153SECTION 9.07.
    
    Applicable Law
    
    
    153SECTION 9.08.
    
    Waivers; Amendment
    
    
    153SECTION 9.09.
    
    Interest Rate Limitation
    
    
    155SECTION 9.10.
    
    Entire Agreement
    
    
    155SECTION 9.11.
    
    WAIVER OF JURY TRIAL
    
    
    155SECTION 9.12.
    
    Severability
    
    
    155SECTION 9.13.
    
    Counterparts
    
    
    156SECTION 9.14.
    
    Headings
    
    
    156SECTION 9.15.
    
    Jurisdiction; Consent to Service of Process
    
    
    156SECTION 9.16.
    
    Confidentiality
    
    
    156SECTION 9.17.
    
    Conversion of Currencies
    
    
    158SECTION 9.18.
    
    USA PATRIOT Act
    
    
    158ARTICLE XAncillary Facility AdjustmentsSECTION 10.01.
    
    Exchange of Interests in Ancillary Facilities
    
    
    158ARTICLE XICollection Allocation MechanismSECTION 11.01.
    
    Implementation of CAM
    
    
    160SECTION 11.02.
    
    Letters of Credit and Unfunded Ancillary Credit Extensions
    
    
    161SECTION 11.03.
    
    Existing Credit Agreement; Effectiveness of this Agreement
    
    
    163




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##### 



5 Exhibits and SchedulesExhibit A
    
    Form of Assignment and AcceptanceExhibit B
    
    Form of Administrative QuestionnaireExhibit C-1
    
    Form of Borrowing RequestExhibit C-2
    
    Form of Swingline Borrowing RequestExhibit D
    
    Form of U.S. MortgageExhibit E
    
    Form of U.S. Collateral AgreementExhibit F
    
    Form of Foreign GuaranteeExhibit G
    
    Form of Finco GuaranteeExhibit H
    
    [Intentionally Omitted]Exhibit I
    
    [Intentionally Omitted]Exhibit J
    
    [Intentionally Omitted]Exhibit K-1
    
    Form of Foreign Subsidiary Borrower AgreementExhibit K-2
    
    Form of Foreign Subsidiary Borrower TerminationExhibit L
    
    Reserve Costs for Mandatory Costs RateExhibit M
    
    [Intentionally Omitted]Exhibit N
    
    [Intentionally Omitted]Exhibit O
    
    Form of Opinion of Simpson Thacher & Bartlett LLPExhibit P
    
    Form of Reaffirmation AgreementSchedule 1.01(a)
    
    Acquired Foreign SubsidiariesSchedule 1.01(b)
    
    Foreign Acquirors, Foreign Acquiror Equity Contributions and Foreign Acquiror LoansSchedule 1.01(c)
    
    Restatement Effective Date Ancillary FacilitiesSchedule 1.01(d)
    
    Foreign Pledge AgreementsSchedule 1.01(e)
    
    Foreign Subsidiary Loan PartiesSchedule 1.01(f)
    
    Ancillary Facility LimitsSchedule 1.01(g)
    
    Collateral and Guarantee RequirementSchedule 1.01(h)
    
    Certain U.S. SubsidiariesSchedule 1.01(i)
    
    Restatement Effective Date Foreign Subsidiary Borrower AgreementsSchedule 2.01
    
    CommitmentsSchedule 2.04(a)
    
    Swingline Dollar CommitmentsSchedule 2.04(b)
    
    Swingline Foreign Currency CommitmentsSchedule 3.01
    
    Organization and Good StandingSchedule 3.04
    
    Governmental ApprovalsSchedule 3.08(b)
    
    SubsidiariesSchedule 3.08(c)
    
    SubscriptionsSchedule 3.09
    
    LitigationSchedule 3.13
    
    TaxesSchedule 3.18
    
    Mortgaged PropertiesSchedule 3.20
    
    Labor MattersSchedule 3.21
    
    Insurance




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##### 



6 Schedule 4.01
Schedule 5.14
Schedule 6.02
Schedule 6.03
Schedule 6.04(h) 
Schedule 6.07
    
    Restatement Effective Date Collateral Matters 
Post Restatement Effective Date Collateral Matters 
Liens 
Sale and Lease-Back Transactions 
Existing Investments 
Transactions with Affiliates




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##### 



Agreement Holdings Intermediate Holdings U.S.
Borrower Administrative Agent Collateral Agent Syndication Agent
 Transaction Costs
 AILLC Holdings Equity Contribution Stock Consideration Intermediate Holdings Equity Contribution LucasVarity Holdings Seller Note Equity Contributions




---



##### 



2 Securities Act  
   Finco Equity Contributions Newco UK Newco UK Equity Contribution LucasVarity




---



##### 



3 Stock Purchases
 
  First Amendment and
Restatement Agreement First Amended and Restated Credit Agreement
 Second
Amendment and Restatement Agreement Second Amended
and Restated Credit Agreement
 IPO IPO Repurchase Transaction 




---



##### 



4 
 Third Amendment
and Restatement Agreement Third Amended and Restated
Credit Agreement
  Fourth
Amendment and Restatement Agreement Existing Credit
Agreement
 Tranche B-2 Facility Amendment
 
  




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##### 



5  Definitions
 Defined Terms
 ABR Borrowing
 ABR Loan
 ABR Revolving Borrowing
 ABR Revolving Loan
 ABR Term Loan
 Accepting Lenders
 Acquired Foreign Subsidiaries
 Additional Mortgage
 Adjusted LIBO Rate
 Administrative Agent
 Administrative Agent Fees
 Administrative Questionnaire
 Affiliate




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##### 



6 Agents
 Aggregate Revolving Credit Exposure
 Agreement
 Agreement Currency
 AILLC
 Alternate Base Rate 1 2
 Ancillary Commitment provided
 Ancillary Commitment Limit provided
 Ancillary Credit Extensions
 Ancillary Facility




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##### 



7 Ancillary Facility Document
 Ancillary Facility Exposure
     Ancillary Facility Repayment Amount
 Ancillary Facility Termination Date
 Ancillary Lender
 Ancillary Replacement Borrowing
 Applicable Agent
 Applicable Creditor




---



##### 



8 Applicable Margin
 Applicable Margins for Revolving Loans,  Tranche A-1 Term Loans and Commitment Fee Rates
 Revolving LoanRevolving Loan and
    
    and Tranche A-1 Term LoanTranche A-1 Term Loan
    
    Eurocurrency
    
    Commitment FeeLeverage Ratio:
    
    ABR Spread
    
    Spread
    
    RateCategory 1
Leverage Ratio
greater than or
equal to
2.50 to 1.00
    
    
    0.250
    %
    
    
    1.250
    %
    
    
    0.250
    %Category 2
Leverage Ratio less
than 2.50 to 1.00
but greater than or
equal to
1.75 to 1.00
    
    
    0.125
    %
    
    
    1.125
    %
    
    
    0.250
    %Category 3
Leverage Ratio less
than 1.75 to 1.00
but greater than or
equal to
1.50 to 1.00
    
    
    0.000
    %
    
    
    1.000
    %
    
    
    0.200
    %Category 4
Leverage Ratio less
than 1.50 to 1.00
    
    
    0.000
    %
    
    
    0.875
    %
    
    
    0.200
    %
 provided provided further




---



##### 



9  Applicant Party
 Approved Fund
 Asset Disposition
 Assignment and Acceptance
 Automotive (LV) Corp.
 Availability Period
 Available Intercompany Investment Amount minus plus




---



##### 



10 provided
 Available Unused Commitment
 Board
 Board of Directors
 Borrowers
 Borrowing
 Borrowing Minimum




---



##### 



11  Borrowing Multiple
 Borrowing Request
 Business Day provided Business Day Business Day
 Calculation Date
 CAM
 CAM Exchange
 CAM Exchange Date
 CAM Percentage




---



##### 



12 provided
 Capital Expenditures provided, however, Net
Proceeds provided
 Capital Lease Obligations




---



##### 



13  cash equivalents
 Cash Interest Expense less
 Change in Control
   Change in Law




---



##### 



14  Charges
 Closing Date
 Code
 Collateral
 Collateral Agent
 Collateral and Guarantee Requirement
  provided




---



##### 



15   provided




---



##### 



16     Collateral Release Period




---



##### 



17  Commitment Fee
 Commitments
 Consolidated Net Income provided, however, less less
 Consolidated Total Assets




---



##### 



18 Consolidated Total Debt plus plus, without duplication
 Consolidated Total Net Debt minus provided
 Control Controlling Controlled
 Credit Event
 Cumulative Net Income Amount minus minus
 Cure Amount
 Cure Right
 Currency
 Current Assets




---



##### 



19 less
 Current Liabilities
 Debt Service plus
 Default
 Defaulting Lender
 Designated Non-Cash Consideration
 Dividend Payment Amount minus plus




---



##### 



20 minus
 Dollars or $
 Dollar Equivalent
 Dollar Letter of Credit
 Domestic Subsidiary Loan Party
 EBITDA
 plus




---



##### 



21 provided
 minus
 Effective Funding Time
 Eligible Borrower
 EMU Legislation




---



##### 



22 environment
 Environmental Laws
 Environmental Liability
 Equity Contributions
 Equity Interests
 Equity Offering
 Equity Offering Net Proceeds pro rata
 ERISA
 ERISA Affiliate




---



##### 



23  ERISA Event
 Euro 
 Euro Equivalent
 Eurocurrency Borrowing
 Eurocurrency Loan




---



##### 



24 Eurocurrency Revolving Borrowing
 Eurocurrency Revolving Loan
 Eurocurrency Term Loan
 Event of Default
 Excess Cash Flow
 minus less provided provided




---



##### 



25  plus




---



##### 



26 Net Proceeds
 Excess Cash Flow Period
 Exchange Rate provided




---



##### 



27 Excluded Taxes
 Exempted Intercompany Investment provided
 Existing Ancillary Commitment
 Existing Ancillary Credit Extension
 Existing Ancillary Facility
 Existing Credit Agreement
 Existing Global Revolving Facility




---



##### 



28 Existing Global Revolving Facility Commitment
 Existing Global Revolving Facility Lender
 Existing Global Revolving Facility Loan
 Existing Revolving Loans
 Existing Swingline Loan
 Existing U.S. Revolving Facility
 Existing U.S. Revolving Facility Commitment
 Existing U.S. Revolving Facility Lender
 Existing U.S. Revolving Facility Loan
 Facility i.e. i.e.
 Federal Funds Effective Rate




---



##### 



29  Fees
 Financial Officer
 Financial Performance Covenants
 Finco
 Finco Equity Contribution
 Finco Guarantee
 Finco Loan
 First Amended and Restated Credit Agreement
 First Amendment and Restatement Agreement
 First-Tier Subsidiary Pledge Agreement
 Foreign Acquiror Equity Contributions
 Foreign Acquiror Loans




---



##### 



30  Foreign Acquirors
 Foreign Currency
 Foreign Currency Letter of Credit
 Foreign Guarantee
 Foreign Lender
 Foreign Mortgages
 Foreign Perfection Certificate
 Foreign Pledge Agreement
 Foreign Security Agreement
 Foreign Subsidiary




---



##### 



31 Foreign Subsidiary Borrower provided
 Foreign Subsidiary Borrower Agreement Exhibit K-1
 Foreign Subsidiary Borrower Termination
 Foreign Subsidiary Loan Party
 Fortuna
 Fourth Amendment and Restatement Agreement
 Fund
 Fund Affiliate
 Funded Ancillary Credit Extension
 GAAP
 Global Lending Office




---



##### 



32 Global Revolving Facility
 Global Revolving Facility Commitment
 Global Revolving Facility Credit Exposure
 Global Revolving Facility Lender
 Global Revolving Facility Loan
 Governmental Authority
 Guarantee guarantor




---



##### 



33 primary obligor provided, however, Guarantee
 Hazardous Materials
 Holdings
 Holdings Common Stock
 Holdings Equity Contribution
 Incremental Effective Date
 Incremental Extensions of Credit
 Incremental Facility Amendment
 Incremental Facility Closing Date




---



##### 



34 Indebtedness
 Indemnified Taxes
 Indemnitee
 Installment Date
 Intercreditor Agreement
 Interest Coverage Ratio
 Interest Election Request
 Interest Expense




---



##### 



35  Interest Payment Date
 Interest Period provided, however,
 Intermediate Holdings
 Intermediate Holdings Equity Contribution
 Intermediate Holdings Loan




---



##### 



36  Investment Grade Rating
 IPO
 IPO Repurchase Transaction
 Issuing Bank
 Issuing Bank Fees
 Judgment Currency
 L/C Disbursement
 L/C Participation Fee
 Lender
 Lender Default




---



##### 



37 Lenders Presentation
 Letter of Credit
 Leverage Ratio provided
 LIBO Rate provided LIBO Rate
 Lien
 Loan Documents
 Loan Parties
 Loans




---



##### 



38 Local Time
 London Administrative Office
 Lucas
 Majority Lenders
 Management Equity Loan
 Management Equity Vehicle
 Management Group
 Margin Stock
 Material Adverse Effect




---



##### 



39  Material Indebtedness
 Maximum Rate
 Moodys
 Mortgaged Properties
 Mortgages
 Multiemployer Plan
 Net Income
 Net Proceeds provided




---



##### 



40 provided, further
 New Senior Note Documents
 New Senior Note Indentures
 New Senior Notes
 Newco UK
 Newco UK Equity Contribution
 Newco UK Loan




---



##### 



41  Northrop Space and Mission
 Notice of Termination
 Obligations
 Original Credit Agreement
 Other Taxes
 Participant
 PBGC
 Pension Act
 Perfection Certificate
 Permitted Business Acquisition




---



##### 



42  Permitted Cure Security
 Permitted Holder
 Permitted Investments




---



##### 



43  Permitted Notes Refinancing Indebtedness Refinance provided




---



##### 



44 Permitted Receivables Documents
 Permitted Receivables Financing provided
 person
 Plan
 Pledged Collateral
 primary obligor
 Prime Rate




---



##### 



45 Pro Forma Basis pro forma Reference Period
 pro forma
 pro forma pro forma pro forma
 Pro forma




---



##### 



46  Projections
 Purchase Agreement
 Quotation Day
 Reaffirmation Agreement
 Receivables Loan Agreement provided
 Receivables Subsidiary
 Receivables Transfer Agreement provided




---



##### 



47  Reference Period Pro Forma Basis
 Refinance Permitted Notes
Refinancing Indebtedness Refinanced Refinancing
 Register
 Regulation U
 Regulation X
 Related Parties
 Remaining Present Value
 Reportable Event
 Required Lenders




---



##### 



48  Required Percentage
 Required Restatement Lenders
 Reserve Account
 Reset Date
 Responsible Officer
 Restatement Effective Date
 Restatement Effective Date Ancillary Facility
 Restatement Effective Date Foreign Subsidiary Borrower Agreement
 Restatement Transactions
 Revolving Borrowing
 Revolving Credit Commitment
 Revolving Credit Exposure




---



##### 



49  Revolving Credit Lender
 Revolving Credit Maturity Date
 Revolving Facility Lenders
 Revolving L/C Exposure
 Revolving Loans
 Sale and Lease-Back Transaction
 S&P
 SEC
 Second Amendment and Restatement Agreement
 Second Restatement Effective Date
 Secured Parties
 Securities Act
 Security Documents




---



##### 



50  Senior Note Documents
 Senior Note Indentures
 Senior Notes
 Senior Subordinated Note Documents
 Senior Subordinated Note Indentures
 Senior Subordinated Notes
 Statutory Reserves
 Sterling
 Stock Consideration




---



##### 



51 Stockholders Agreement
 Stock Purchases
 Subordinated Intercompany Debt
 subsidiary
 Subsidiary
 Subsidiary Loan Party
 Swap Agreement provided
 Swingline Borrowing Request
 Swingline Dollar Borrowing
 Swingline Dollar Commitment




---



##### 



52 Swingline Dollar Exposure
 Swingline Dollar Lender
 Swingline Dollar Loans
 Swingline Exposure
 Swingline Foreign Currency Borrowing
 Swingline Foreign Currency Commitment
 Swingline Foreign Currency Exposure
 Swingline Foreign Currency Lender
 Swingline Foreign Currency Loan
 Swingline Foreign Currency Rate




---



##### 



53 Swingline Lender
 Swingline Loans
 Syndication Agent
 Taxes ad valorem
 Term Borrowing
 Term Loans
 Test Period
 Third Amendment and Restatement Agreement
 Total Revolving Credit Commitment
 Tranche A Facility
 Tranche A Term Borrowing
 Tranche A Term Loans
 Tranche A-1 Facility
 Tranche A-1 Installment Date




---



##### 



Tranche A-1 Maturity Date
 Tranche A-1 Term Borrowing
 Tranche A-1 Term Loan Commitment
 Tranche A-1 Term Loans
 Tranche A-1 Term Borrowing
 Tranche B Facility
 Tranche B Term Borrowing
 Tranche B Term Loans
 Tranche B-1 Facility
 Tranche B-1 Installment Date
 Tranche B-1 Maturity Date
 Tranche B-1 Term Borrowing
 Tranche B-1 Term Loan Commitment
 Tranche B-1 Term Loans
 Tranche B-2 Facility




---



##### 



55 Tranche B-2 Term Borrowing
 Tranche B-2 Term Loans
 Tranche E Facility
 Tranche E Term Borrowing
 Tranche E Term Loans
 Transaction Costs
 Transactions
 Transferor
 Type Rate
 Unfunded Ancillary Credit Extension
 Unrestricted Cash
 Unsecured Ancillary Facility
 U.S. Borrower provided




---



##### 



56  U.S. Collateral Agreement
 U.S. Lending Office
 U.S. Mortgages
 U.S. Perfection Certificate
 U.S. Receivables Purchase Agreement provided
 U.S. Revolving Facility
 U.S. Revolving Facility Borrowing
 U.S. Revolving Facility Commitment




---



##### 



57  U.S. Revolving Facility Credit Exposure
 U.S. Revolving Facility Lender
 U.S. Revolving Facility Loan
 U.S. Revolving Facility Percentage
 Wholly Owned Subsidiary Wholly Owned
Subsidiary
 Withdrawal Liability
 Working Capital minus provided




---



##### 



58 Terms Generally. provided
  Exchange Rates Reset Date




---



##### 



59 Redenomination of Certain Foreign Currencies provided
   Effectuation of Transfers
  The Credits
 Commitments




---



##### 



60 minus minus
    Loans and Borrowings provided, however, provided




---



##### 



61 provided
 provided provided provided
  Requests for Borrowings provided




---



##### 



62           Swingline Loans




---



##### 



63 provided




---



##### 



64  mutatis mutandis




---



##### 



65 provided
 Letters of Credit General
 Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions




---



##### 



66 Expiration Date provided
 Participations
 Reimbursement provided




---



##### 



67 mutatis
mutandis
 Obligations Absolute




---



##### 



68 provided
 Disbursement Procedures provided
 Interim Interest provided provided further




---



##### 



69  Replacement of an Issuing Bank
 Cash Collateralization provided




---



##### 



70  Conversion




---



##### 



71  Additional Issuing Banks
 Reporting
  Funding of Borrowings provided provided




---



##### 



72  Interest Elections




---



##### 



73   provided




---



##### 



74 Termination and Reduction of Commitments
  provided plus
 provided
 Repayment of Loans; Evidence of Debt




---



##### 



75 provided
   provided
  Repayment of Term Loans and Revolving Loans




---



##### 



76 Tranche A-1 Installment
Date
 Date
    
    AmountSeptember 30, 2009
    
    $
    15,000,000.00December 31, 2009
    
    $
    15,000,000.00March 31, 2010
    
    $
    15,000,000.00June 30, 2010
    
    $
    15,000,000.00September 30, 2010
    
    $
    22,500,000.00December 31, 2010
    
    $
    22,500,000.00March 31, 2011
    
    $
    22,500,000.00June 30, 2011
    
    $
    22,500,000.00September 30, 2011
    
    $
    37,500,000.00December 31, 2011
    
    $
    37,500,000.00March 31, 2012
    
    $
    37,500,000.00June 30, 2012
    
    $
    37,500,000.00September 30, 2012
    
    $
    75,000,000.00December 31, 2012
    
    $
    75,000,000.00March 31, 2013
    
    $
    75,000,000.00Tranche A-1 Maturity Date
    
    $
    75,000,000.00
  Tranche B-1 Installment
Date
 Date
    
    AmountSeptember 30, 2007
    
    $
    1,250,000.00December 31, 2007
    
    $
    1,250,000.00March 31, 2008
    
    $
    1,250,000.00June 30, 2008
    
    $
    1,250,000.00September 30, 2008
    
    $
    1,250,000.00December 31, 2008
    
    $
    1,250,000.00March 31, 2009
    
    $
    1,250,000.00June 30, 2009
    
    $
    1,250,000.00September 30, 2009
    
    $
    1,250,000.00December 31, 2009
    
    $
    1,250,000.00March 31, 2010
    
    $
    1,250,000.00June 30, 2010
    
    $
    1,250,000.00September 30, 2010
    
    $
    1,250,000.00December 31, 2010
    
    $
    1,250,000.00March 31, 2011
    
    $
    1,250,000.00June 30, 2011
    
    $
    1,250,000.00




---



##### 



77 Date
    
    AmountSeptember 30, 2011
    
    $
    1,250,000.00December 31, 2011
    
    $
    1,250,000.00March 31, 2012
    
    $
    1,250,000.00June 30, 2012
    
    $
    1,250,000.00September 30, 2012
    
    $
    1,250,000.00December 31, 2012
    
    $
    1,250,000.00March 31, 2013
    
    $
    1,250,000.00June 30, 2013
    
    $
    1,250,000.00September 30, 2013
    
    $
    1,250,000.00December 31, 2013
    
    $
    1,250,000.00Tranche B-1 Maturity Date
    
    $
    467,500,000.00
    pro rata




---



##### 



78 Accepting Lenders
  Prepayment of Loans




---



##### 



79    Fees Commitment Fee




---



##### 



80 L/C Participation
Fee minus 1 4 plus Issuing Bank Fees
 Administrative Agent Fees
  Interest




---



##### 



81  provided
 provided
  Alternate Rate of Interest




---



##### 



82   Increased Costs




---



##### 



83    provided provided further
 Break Funding Payments




---



##### 



84  Taxes provided




---



##### 



85   provided
 Payments Generally; Pro Rata Treatment; Sharing of Set-offs




---



##### 



86  first second
 provided




---



##### 



87    Mitigation Obligations; Replacement of Lenders




---



##### 



88 provided
 Proposed Change Non-Consenting Lender provided
 Foreign Subsidiary Borrowers




---



##### 



89 provided provided
 Additional Reserve Costs




---



##### 



90   Ancillary Facilities General
 Creation of Ancillary Facilities




---



##### 



91    Amendment of Ancillary Facilities
 Terms of Ancillary Facility provided
 Termination and Demand for Repayment




---



##### 



92 Ancillary Facility
Termination Date
 Notice of Termination
  Ancillary Facility
Repayment Amount
     Interest Period




---



##### 



93   provided
 Cancelation by Foreign Subsidiary Borrower




---



##### 



94  Additional Information
 Conflict with Loan Documents
 Termination and Expiration of Ancillary Commitments
 Effect of Restatement Transactions on Existing Ancillary Facilities
 provided




---



##### 



95  Increase in Ancillary Commitments at Effective Funding Time provided
 Incremental Extensions of Credit Incremental
Extensions of Credit provided pari passu provided




---



##### 



96 Additional Lender Incremental Facility Amendment Incremental Facility Closing Date
  Representations and Warranties
  Organization; Powers




---



##### 



97 Authorization
 Enforceability
 Governmental Approvals
 Financial Statements




---



##### 



98  No Material Adverse Change or Material Adverse Effect
 Title to Properties; Possession Under Leases




---



##### 



99   Subsidiaries
   Litigation; Compliance with Laws




---



##### 



100  Federal Reserve Regulations
  Investment Company Act
 Use of Proceeds
 Tax Returns




---



##### 



101  No Material Misstatements Information
  Employee Benefit Plans




---



##### 



102   Environmental Matters
 Security Documents




---



##### 



103     Location of Real Property and Leased Premises




---



##### 



104   Solvency
  Labor Matters




---



##### 



105  Insurance
  Conditions
 Effectiveness of Restated Credit Agreement.
 Lender Addendum




---



##### 



106




---



##### 



107




---



##### 



108  All Credit Events Credit Event
     Credit Events Relating to Foreign Subsidiary Borrowers
      109
     provided
  Affirmative Covenants
  Existence; Businesses and Properties provided




---



##### 



110   Insurance




---



##### 



111




---



##### 



112  Taxes provided, however,




---



##### 



113 Financial Statements, Reports, etc
 provided
 provided




---



##### 



provided




---



##### 



115   Litigation and Other Notices
     Compliance with Laws provided
 Maintaining Records; Access to Properties and Inspections




---



##### 



116  Use of Proceeds
 Compliance with Environmental Laws
 Further Assurances; Additional Mortgages




---



##### 



117  Additional
Mortgage
  provided




---



##### 



118   provided provided
 Fiscal Year; Accounting
 Intentionally Omitted
 Proceeds of Certain Dispositions




---



##### 



119 Post Restatement Effective Date Matters.
 Collateral Release. (a) provided




---



##### 



120  provided
  Negative Covenants
  Indebtedness




---



##### 



121  provided
 provided Subordinated Intercompany Debt
  provided




---



##### 



122     provided
   provided




---



##### 



123   Liens
 provided




---



##### 



124     provided provided further




---



##### 



125    provided
  Sale and Lease-Back Transactions Sale and Lease-Back Transaction provided
 Investments, Loans and Advances




---



##### 



126  provided
   provided




---



##### 



127    provided
       plus




---



##### 



128 provided less
  Mergers, Consolidations, Sales of Assets and Acquisitions




---



##### 



129  provided
     provided
 provided




---



##### 



130 provided, however,
 Dividends and Distributions provided, however,
 pro rata




---



##### 



131 provided plus Fiscal Year 2006 Fiscal Year 2007
  minus provided




---



##### 



132 minus provided
  Transactions with Affiliates provided




---



##### 



133 provided provided, however,
 plus
 Business of Holdings, Intermediate Holdings, the U.S. Borrower and the
Subsidiaries




---



##### 



134  Limitation on Modifications of Indebtedness; Modifications of Certificate of
Incorporation, By-Laws and Certain Other Agreements; etc




---



##### 



135 provided minus provided
 provided




---



##### 



136   Interest Coverage Ratio Interest Coverage Ratio provided




---



##### 



137 Test Period ending on:
    
    Ratio:June 30, 2007
    
    
    2.75:1.00September 30, 2007
    
    
    2.75:1.00December 31, 2007
    
    
    2.75:1.00March 31, 2008
    
    
    2.75:1.00June 30, 2008
    
    
    2.75:1.00September 30, 2008
    
    
    2.75:1.00December 31, 2008
    
    
    3.00:1.00March 31, 2009
    
    
    3.00:1.00June 30, 2009
    
    
    3.00:1.00September 30, 2009
    
    
    3.00:1.00December 31, 2009
    
    
    3.00:1.00March 31, 2010
    
    
    3.00:1.00June 30, 2010
    
    
    3.00:1.00September 30, 2010
    
    
    3.00:1.00December 31, 2010
    
    
    3.00:1.00March 31, 2011
    
    
    3.00:1.00June 30, 2011
    
    
    3.00:1.00September 30, 2011
    
    
    3.00:1.00December 31, 2011
and thereafter
    
    
    3.25:1.00
 Leverage Ratio
 Test Period ending on:
    
    Ratio:June 30, 2007
    
    
    4.00:1.00September 30, 2007
    
    
    4.00:1.00December 31, 2007
    
    
    4.00:1.00March 31, 2008
    
    
    4.00:1.00June 30, 2008
    
    
    4.00:1.00September 30, 2008
    
    
    4.00:1.00December 31, 2008
    
    
    3.75:1.00March 31 ,2009
    
    
    3.75:1.00June 30, 2009
    
    
    3.75:1.00September 30, 2009
    
    
    3.75:1.00December 31, 2009
and thereafter
    
    
    3.50:1.00
 Swap Agreements




---



##### 



138   Events of Default
 Events of Default Events of Default




---



##### 



139 provided




---



##### 



140




---



##### 



141  Exclusion of Immaterial Subsidiaries provided
 U.S. Borrowers Right to Cure Financial Performance Covenants th Cure Right Cure
Amount pro forma




---



##### 



142   Limitation on Exercise of Cure Right
  The Agents
 Appointment




---



##### 



143   Nature of Duties




---



##### 



144  Resignation by the Agents
 Each Agent in its Individual Capacity
 Indemnification pro rata




---



##### 



145 provided
 Lack of Reliance on Agents
 Designation of Affiliates for Foreign Currency Loans
  Miscellaneous
 Notices




---



##### 



146 th
    provided
   Survival of Agreement




---



##### 



147  Binding Effect
 Successors and Assigns
  provided provided




---



##### 



148  provided
  provided provided further




---



##### 



149   Approved Fund
 Approved Fund
  Register




---



##### 



150   Participant provided provided




---



##### 



151  provided
 Expenses; Indemnity
 Indemnitee




---



##### 



152 provided provided
 provided, however,




---



##### 



153   Right of Set-off
 Applicable Law
 Waivers; Amendment




---



##### 



154  provided, however, pro rata Collateral Release Period provided




---



##### 



155 further
 Interest Rate Limitation Charges Maximum Rate provided
 Entire Agreement
 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 OF THE
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 AND THE OTHER LOAN DOCUMENTS,
AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.
 Severability




---



##### 



156  Counterparts
 Headings
 Jurisdiction; Consent to Service of Process
  Confidentiality




---



##### 



157  Information
 EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.16 FURNISHED TO IT PURSUANT
TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE LOAN PARTIES AND THEIR
AFFILIATES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES
REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL
AND STATE SECURITIES LAWS.
 ALL INFORMATION, INCLUDING WAIVERS AND AMENDMENTS, FURNISHED BY THE LOAN PARTIES OR THE
ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE
SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE LOAN
PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH




---



##### 



158 LENDER REPRESENTS TO THE LOAN PARTIES AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN
ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN
MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.
 Conversion of Currencies
 Applicable Creditor Judgment Currency Agreement Currency
 USA PATRIOT Act.
  Ancillary Facility Adjustments
 Exchange of Interests in Ancillary Facilities




---



##### 



159  Unfunded Ancillary Credit
Extension Account
 mutatis mutandis




---



##### 



160  Collection Allocation Mechanism
 Implementation of CAM




---



##### 



161 provided, however,
  Letters of Credit and Unfunded Ancillary Credit Extensions Reserve Account




---



##### 



162




---



##### 



163  Existing Credit Agreement; Effectiveness of this Agreement




---



##### 



TRW AUTOMOTIVE HOLDINGS CORP.,by
    /s/ Joseph S. CantieName:
    Joseph S. CantieTitle:
    Executive Vice President and Chief Financial Officer TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP.,by
    /s/ Joseph S. CantieName:
    Joseph S. CantieTitle:
    Chief Financial Officer TRW AUTOMOTIVE INC.,by
    /s/ Joseph S. CantieName:
    Joseph S. CantieTitle:
    Executive Vice President and Chief Financial Officer




---



##### 



LUCAS INDUSTRIES LIMITED,by
    /s/ Graham PlumleyName:
    Graham PlumleyTitle:
    Director TRW SYSTEMS LIMITED,by
    /s/ Graham PlumleyName:
    Graham PlumleyTitle:
    Director




---



##### 



TRW BRAKING SYSTEMS POLSKA SP. Z O.O.,by
    /s/ Ervin AppelfeldName:
    Ervin AppelfeldTitle:
    Director TRW POLSKA SP. Z O.O,By
    /s/ Guenter BrennerName:
    Guenter BrennerTitle:
    Director TRW STEERING SYSTEMS POLAND SP. Z O.O,By
    /s/ Graham PlumleyName:
    Graham PlumleyTitle:
    Director




---



##### 



TRW AUTOMOTIVE GMBH,By
    /s/ Reinhard LechnerName:
    Reinhard LechnerTitle:
    Director TRW DEUTSCHLAND HOLDING GMBH,by
    /s/ Reinhard LechnerName:
    Reinhard LechnerTitle:
    Director




---



##### 



JPMORGAN CHASE BANK, N.A. (f/k/a JPMORGAN
CHASE BANK), Individually and as
Administrative Agent, Collateral Agent and
Issuing Bankby
    /s/ Marian N. SchulmanName:
    Marian N. SchulmanTitle:
    Managing Director




---



##### 



BANK OF AMERICA, N.A., as Syndication Agent,by
    /s/ Chas McDonellName:
    Chas McDonellTitle:
    Senior Vice President