Amendment Credit Agreement U.S. Borrower Borrowers Lenders Administrative Agent
     Amendments to Credit Agreement
    Representations and Warranties




---



##### 



Conditions to Effectiveness Amendment Effective Date
 Credit Agreement.
 APPLICABLE LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.
 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.
 Counterparts.




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##### 



Headings.
 The remainder of this page has been intentionally left blank.




---



##### 



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:
    Vice President, Chief
Financial Officer and
Secretary TRW AUTOMOTIVE INC.,by
    /s/ Joseph S. CantieName:
    Joseph S. CantieTitle:
    Executive Vice President
and Chief Financial
Officer [Amendment to TRW Credit Agreement]




---



##### 



LUCAS INDUSTRIES LIMITED,by
    /s/ Barry A. ElmsName:
    Barry A. ElmsTitle:
    Director TRW SYSTEMS LIMITED,by
    /s/ Barry A. ElmsName:
    Barry A. ElmsTitle:
    Director [Amendment to TRW Credit Agreement]




---



##### 



TRW BRAKING SYSTEMS POLSKA SP. Z O.O.,by
    /s/ Juergen Baro PizaName:
    Juergen Baro PizaTitle:
    Director TRW POLSKA SP. Z O.O,by
    /s/ Ralf FaltermannName:
    Ralf FaltermannTitle:
    Director TRW STEERING SYSTEMS POLAND SP. Z O.O,by
    /s/ Barry A. ElmsName:
    Barry A. ElmsTitle:
    Director [Amendment to TRW Credit Agreement]




---



##### 



TRW AUTOMOTIVE GMBH,by
    /s/ Reinhard LechnerName:
    Reinhard LechnerTitle:
    Director TRW DEUTSCHLAND HOLDING GMBH,by
    /s/ Reinhard LechnerName:
    Reinhard LechnerTitle:
    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. DukerName:
    Richard W. DukerTitle:
    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 PLCBy:
    /s/  Jack LonkerName:
    Jack LonkerTitle:
    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 AGENTName of Institution:
GENERAL ELECTRIC CAPITAL CORPORATIONBy:
    /s/  Paul SleetName:
    Paul SleetTitle:
    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 IBy:
    /s/  Joanna WillarsName:
    Joanna WillarsTitle:
    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 BankBy:
    /s/ Jessica MiglioreName:
    Jessica MiglioreTitle:
    Assistant Vice President




---



##### 



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 AssociationBy:
    /s/  Jeffrey S. JohnsonName:
    Jeffrey S. JohnsonTitle:
    Vice President




---



##### 



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 FundBy:
    /s/  Kyle JenningsName:
    Kyle JenningsTitle:
    Managing Director




---



##### 



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 FundBy:
    /s/ Kyle JenningsName:
    Kyle JenningsTitle:
    Managing Director




---



##### 



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 BranchBy:
    /s/ Erin MorrisseyName:
    Erin MorrisseyTitle:
    Vice PresidentBy:
    /s/ Evelyn ThierryName:
    Evelyn ThierryTitle:
    Director




---



##### 



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 WursterName:
    Robert WursterTitle:
    SVPBy:
    /s/ Frank MaffeiName:
    Frank MaffeiTitle:
    VP, Deputy Credit Manager




---



##### 



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 LLCBy:
    /s/ Irja R. OtsaName:
    Irja R. OtsaTitle:
    Associate DirectorBy:
    /s/  Mary E. EvansName:
    Mary E. EvansTitle:
    Associate Director




---



##### 



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 SCOTIABy:
    /s/ H. ThindName:
    H. ThindTitle:
    Director




---



##### 



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. ThindName:
    H. ThindTitle:
    Director




---



##### 



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
BranchesBy:
    /s/ Patrick HartwegerName:
    Patrick HartwegerTitle:
    Senior Relationship ManagerBy:
    /s/ Bryan BeckName:
    Bryan BeckTitle:
    Relationship Manager




---



##### 



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 IRELANDBy:
    /s/ Elaine CrowleyName:
    Elaine CrowleyTitle:
    Authorised SignatoryBy:
    /s/ Tony CooperName:
    Tony CooperTitle:
    Deputy Manager




---



##### 



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 BankBy:
    /s/ David FournierName:
    David FournierTitle:
    Vice President




---



##### 



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 ManagerBy:
    /s/  Steven J. NovatneyName:
    Steven J. NovatneyTitle:
    General Counsel & CCO




---



##### 



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 AssociationBy:
    /s/  Arthur F. GrayName:
    Arthur F. GrayTitle:
    Senior Vice President




---



##### 



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 HyakutomeName:
    Yoshihiro HyakutomeTitle:
    General Manager




---



##### 



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 ASSOCIATIONBy:
    /s/  Suzannah HarrisName:
    Suzannah HarrisTitle:
    Vice President




---



##### 



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 BranchBy:
    /s/  Francois DelangleName:
    Francois DelangleTitle:
    VPBy:
    /s/  Ralf EndersName:
    Ralf EndersTitle:
    VP




---



##### 



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 MANAGERBY:
    ARES CLO GP IX, LLC, ITS GENERAL PARTNERBY:
    ARES MANAGEMENT LLC, ITS MANAGERBy:
    /s/  AMERICO CASCELLAName:
    AMERICO CASCELLATitle:
    AUTHORIZED SIGNATORY




---



##### 



ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD.BY:
    ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT, L.P., ITS MANAGERBY:
    ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT GP, LLC, AS GENERALPARTNERBY:
    ARES MANAGEMENT LLC, ITS MANAGERBy:
    /s/  AMERICO CASCELLAName:
    AMERICO CASCELLATitle:
    AUTHORIZED SIGNATORYARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD.BY:
    ARES ENHANCED LOAN MANAGEMENT IR, L.P., AS  PORTFOLIO MANAGERBY:
    ARES ENHANCED LOAN IR GP, LLC, ITS GENERAL PARTNERBY:
    ARES MANAGEMENT LLC, ITS MANAGERBy:
    /s/  AMERICO CASCELLAName:
    AMERICO CASCELLATitle:
    AUTHORIZED SIGNATORY




---



##### 



FUTURE FUND BOARD OF GUARDIANSBY:
    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 PARTNERBY:
    ARES MANAGEMENT LLC, ITS MANAGING MEMBERBy:
    /s/  AMERICO CASCELLAName:
    AMERICO CASCELLATitle:
    AUTHORIZED SIGNATORYGLOBAL LOAN OPPORTUNITY FUND B.V.BY:
    ARES MANAGEMENT LIMITED, ITS PORTFOLIO MANAGERBy:
    /s/  AMERICO CASCELLAName:
    AMERICO CASCELLATitle:
    AUTHORIZED SIGNATORY




---



##### 



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 BlackburnName:
    Michael BlackburnTitle:
    Vice President




---



##### 



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
FundBy:
    Seix Investment Advisors LLC, as SubadvisorRochdale Fixed Income Opportunities PortfolioBy:
    Seix Investment Advisors LLC, as SubadvisorBy:
    /s/  George GoudeliasName:
    George GoudeliasTitle:
    Managing Director




---



##### 



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 HamiltonName:
    Ken HamiltonTitle:
    DirectorBy:
    /s/  Richard CordoverName:
    Richard CordoverTitle:
    Director




---



##### 



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 ZellerName:
    Robyn ZellerTitle:
    Senior Vice President




---



##### 



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 ParibasBy:
    /s/  Mike ShryockName:
    Mike ShryockTitle:
    Managing DirectorBy:
    /s/  Fik DurmusName:
    Fik DurmusTitle:
    Director




---



##### 



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 CaliforniaBy:
    /s/  Guang Alex YuName:
    Guang Alex YuTitle:
    Authorized Signatory




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##### 



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, LimitedBy:
    /s/  Guang Alex YuName:
    Guang Alex Yu, Franklin Advisers, Inc., as Collateral ManagerTitle:
    Authorized Signatory




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##### 



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, LimitedBy:
    /s/  Guang Alex YuName:
    Guang Alex Yu, Franklin Advisers, Inc., as Collateral ManagerTitle:
    Authorized Signatory




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##### 



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 FundBy:
    /s/  Richard HsuName:
    Richard HsuTitle:
    Vice President




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##### 



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 SeriesBy:
    /s/  Richard HsuName:
    Richard HsuTitle:
    Vice President




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##### 



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 FundBy:
    /s/  Richard HsuName:
    Richard HsuTitle:
    Vice President




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##### 



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 CaditzName:
    Andrew CaditzTitle:
    Authorized Signatory




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##### 



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 LLCBy:
    /s/  Andrew CaditzName:
    Andrew CaditzTitle:
    Authorized Signatory




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##### 



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 CORPORATIONBy:
    /s/  Ron WalkerName:
    Ron WalkerTitle:
    SVP




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##### 



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 McDonellName:
    Chas McDonellTitle:
    SVP




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##### 



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 BranchBy:
    /s/  Mahesh DaveName:
    Mahesh DaveTitle:
    Second Vice PresidentBy:
    /s/  Stephen T. HillName:
    Stephen T. HillTitle:
    First Vice President




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##### 



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 CompanyBy:
    /s/  Charles StewartName:
    Charles StewartTitle:
    Vice President




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##### 



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 LLCBy:
    /s/  Christoph HoedlName:
    Christoph HoedlTitle:
    First Vice PresidentBy:
    /s/  Randall AbramsName:
    Randall AbramsTitle:
    Vice President