EX-10.2






EXHIBIT 10.2

EXECUTION COPY





     AMENDMENT dated as of June 24, 2009 (this “Amendment”), to
the U.S. GUARANTEE AND COLLATERAL AGREEMENT dated as of February 28, 2003
(as previously amended, supplemented or otherwise modified from time to
time, the “Collateral Agreement”) among TRW AUTOMOTIVE HOLDINGS
CORP., a Delaware corporation (“Holdings”), TRW AUTOMOTIVE
INTERMEDIATE HOLDINGS CORP., a Delaware corporation (“Intermediate
Holdings”), TRW AUTOMOTIVE INC. (formerly known as TRW Automotive
Acquisition Corp.), a Delaware corporation (the “U.S. Borrower”),
TRW AUTOMOTIVE FINANCE (LUXEMBOURG) S.À. R.L. (“Finco”), each
other subsidiary of Holdings identified herein (each, a “Subsidiary
Party” and, together with the U.S. Borrower, Holdings, Intermediate
Holdings and Finco, the “Grantors”) and JPMORGAN CHASE BANK, N.A.
(f/k/a JPMorgan Chase Bank) (“JPMCB”), as Collateral Agent.
Capitalized terms used in this Amendment but not otherwise defined shall
have the meanings assigned to such terms in the Collateral Agreement.



          WHEREAS Holdings, Intermediate Holdings, the U.S. Borrower, the Foreign Subsidiary Borrowers
party thereto, the Required Lenders (as defined therein) and JPMCB as Administrative Agent, have
entered into a Sixth Amended and Restated Credit Agreement dated as of June 24, 2009 (the
“Restated Credit Agreement”), which amends and restates the Fifth Amended and Restated
Credit Agreement dated as of May 9, 2007 (the “Existing Credit Agreement”), among Holdings,
Intermediate Holdings, the U.S. Borrower, the Foreign Subsidiary Borrowers party thereto, the
lenders party thereto from time to time and the Agents party thereto, as in effect on the date
hereof;



          WHEREAS each Grantor expects to realize, or has realized, substantial direct and indirect
benefits as a result of the Restated Credit Agreement becoming effective and the consummation of
the transactions contemplated thereby; and



          WHEREAS the execution and delivery of this Amendment is a condition precedent to the
consummation of the transactions contemplated by the Restated Credit Agreement.



          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



 









 





ARTICLE I




Amendment




          SECTION 1.01. Amendment. The last sentence of Section 4.04(b) of the Collateral
Agreement is hereby amended by deleting the “.” at the end thereof and adding the following proviso
thereto:




; provided, however, that, on and after the Restatement Effective
Date, for each Concentration Account, the U.S. Borrower or applicable Subsidiary
Party that is the owner of such Concentration Account shall use its commercially
reasonable efforts to either (i) cause the depositary bank to agree to comply with
instructions from the Collateral Agent to such depositary bank directing the
disposition of funds from time to time credited to such Concentration Account,
without further consent of the U.S. Borrower, such Subsidiary Party or any other
person, pursuant to an agreement reasonably satisfactory to the Collateral Agent,
or (ii) arrange for the Collateral Agent to become the customer of the depositary
bank with respect to such Concentration Account, with the U.S. Borrower or
applicable Subsidiary Party being permitted, only with the consent of the
Collateral Agent, to exercise rights to withdraw funds from such Concentration
Account. The Collateral Agent agrees that the Collateral Agent shall not give any
such instructions with respect to any Concentration Account or withhold any
withdrawal rights relating to any Concentration Account from the U.S. Borrower or
applicable Subsidiary Party unless an Event of Default has occurred and is
continuing and the obligations under the Credit Agreement have been become due and
payable and remain unpaid.



ARTICLE II




Representations and Warranties




          Each Grantor hereby represents and warrants, which representations and warranties shall
survive execution and delivery of this Amendment, as follows:




     (a) Authority; Enforceability. Such Grantor has the power and authority to
execute, deliver and carry out the terms and provisions of this Amendment and has taken all
necessary action to authorize the execution, delivery and performance by it of this
Amendment. Such Grantor has duly executed and delivered this Amendment, and this Amendment
constitutes its legal, valid and binding obligation, enforceable against it in accordance
with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium,
reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights
generally, (ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law) and (iii) implied covenants of good faith
and fair dealing.



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ARTICLE III




Conditions to Effectiveness




          This Amendment shall become effective as of the date of the satisfaction of the following
conditions precedent:




     (a) The Collateral Agent shall have received duly executed counterparts hereof that,
when taken together, bear the signatures of each Grantor.




     (b) The Restated Credit Agreement dated as of the date hereof shall have become
effective.



ARTICLE IV




Miscellaneous





          SECTION 4.01. Collateral Agreement. Except as specifically stated herein, the
Collateral Agreement shall continue in full force and effect in accordance with the provisions
thereof. This Amendment is a Loan Document executed pursuant to the Restated Credit Agreement and
shall (unless otherwise expressly indicated herein) be construed, administered and applied in
accordance with the terms and provisions thereof.




          SECTION 4.02. Section Captions. Section captions used in this Amendment are for
convenience of reference only and shall not affect the construction of this Amendment.




          SECTION 4.03. Successors and Assigns. This Amendment shall inure to the benefit of and
be binding upon the parties hereto and their respective successors and assigns.




          SECTION 4.04. Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original but all of which shall together constitute one and the
same agreement. Delivery of an executed counterpart of a signature page of this Amendment by
facsimile transmission shall be effective as delivery of a manually executed counterpart of this
Amendment.




          SECTION 4.05. Applicable Law; Waiver of Jury Trial. (A)  THIS AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.




          (B) EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 7.10 OF THE COLLATERAL AGREEMENT
AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.



[remainder of page intentionally left blank]




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



	 	 	 	 	 
	 	TRW AUTOMOTIVE HOLDINGS CORP.,

 	 
	 	by  	/s/ Joseph S. Cantie	 
	 	 	Name: Joseph S. Cantie 	 
	 	 	Title:  	Executive Vice President

and Chief Financial Officer
 	 
	 



	 	 	 	 	 
	 	TRW AUTOMOTIVE INTERMEDIATE
 HOLDINGS CORP.,

 	 
	 	by   	/s/ Joseph S. Cantie
	 
	 	 	Name:  	Joseph S. Cantie 	 
	 	 	Title:  	Vice President and Chief

Financial Officer 	 
	 



	 	 	 	 	 
	 	TRW AUTOMOTIVE INC.,

 	 
	 	by   	/s/ Joseph S. Cantie	 
	 	 	Name:  	Joseph S. Cantie 	 
	 	 	Title:  	Executive Vice President

and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	TRW AUTOMOTIVE HOLDING
COMPANY,

 	 
	 	By   	/s/ Joseph S. Cantie
	 
	 	 	Name:  	Joseph S. Cantie 	 
	 	 	Title:  	Treasurer 	 
	 



	 	 	 	 	 
	 	TRW INTEGRATED CHASSIS SYSTEMS
LLC,

 	 
	 	by   	/s/ Joseph S. Cantie
	 
	 	 	Name:  	Joseph S. Cantie 	 
	 	 	Title:  	Chief Financial Officer 	 



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	 	WORLDWIDE DISTRIBUTION
CENTERS, INC.,

 	 
	 	By   	/s/ Joseph S. Cantie
	 
	 	 	Name:  	Joseph S. Cantie 	 
	 	 	Title:  	Vice President

and Assistant Secretary 	 
	 
	 	TRW AUTOMOTIVE FINANCE
(LUXEMBOURG)
S.À.R.L.,

 	 
	 	by   	/s/ Graham Plumley
	 
	 	 	Name:  	Graham Plumley 	 
	 	 	Title:  	Director 	 



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	 	EACH OF THE REAFFIRMING
PARTIES 
LISTED ON SCHEDULE I HERETO,

 	 
	 	by   	/s/ Joseph S. Cantie
 
	 	 	Name:  	Joseph S. Cantie 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	EACH OF THE REAFFIRMING PARTIES
LISTED ON SCHEDULE II HERETO,

 	 
	 	by   	/s/ Joseph S. Cantie
 	 
	 	 	Name:  	Joseph S. Cantie 	 
	 	 	Title:  	Vice President and Chief 

Financial Officer 	 



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	 	JPMORGAN CHASE BANK,
N.A., as 
Collateral Agent,

 	 
	 	By   	/s/
 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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SCHEDULE I




1. Kelsey-Hayes Company




2. Kelsey-Hayes Holdings Inc.




3. KH Holdings, Inc.




4. TRW East Inc.




5. TRW Intellectual Property Corp.




6. TRW Technar Inc.




 









 





SCHEDULE II




1. TRW Automotive Safety Systems Arkansas Inc.




2. TRW Occupant Restraints South Africa Inc.




3. TRW Odyssey Inc.




4. TRW Safety Systems Inc.




5. LucasVarity Automotive Holding Company




6. TRW Auto Holdings Inc.




7. TRW Automotive J.V. LLC




8. TRW Automotive U.S. LLC




9. TRW Vehicle Safety Systems Inc.




10. Lucas Automotive Inc.




11. TRW Automotive (LV) Corp.




12. TRW Overseas Inc.




13. TRW Powder Metal Inc.




14. Varity Executive Payroll, Inc.




15. Lake Center Industries Transportation, Inc.




16. EnTire Solutions, LLC