exv10w4






EXHIBIT 10.4




     EXECUTION COPY




     AMENDMENT dated as of March 17, 2010 (this “Amendment”), to the
Seventh Amendment and Restated Credit Agreement dated as of December 21,
2009 (the “Credit Agreement”), among TRW Automotive Holdings Corp., TRW
Automotive Intermediate Holdings Corp., TRW Automotive, Inc. (f/k/a TRW
Automotive Acquisition Corp.) (the “U.S. Borrower”), the Foreign
Subsidiary Borrowers party thereto (together with the U.S. Borrower, the
“Borrowers”), the lenders from time to time party thereto (the “Lenders”),
JPMorgan Chase Bank, N.A. (f/k/a JPMorgan Chase Bank), as administrative
agent (in such capacity, the “Administrative Agent”) and as collateral
agent for the Lenders, and Bank of America, N.A., as syndication agent.



     WHEREAS, pursuant to the Credit Agreement, the Lenders have extended credit to the Borrowers;



     WHEREAS, the U.S. Borrower has informed the Lenders that it desires to amend the Credit
Agreement in order to (i) permit the U.S. Borrower to incur Indebtedness pursuant to Swap
Agreements (such term and each other capitalized term used but not defined herein having the
meaning assigned to such term in the Credit Agreement) permitted under the Credit Agreement and
(ii) reflect certain already existing Global Revolving Facility Commitments not reflected therein;
and



     WHEREAS, the undersigned Lenders and the Administrative Agent are willing so to amend the
Credit Agreement on the terms and subject to the conditions set forth herein;



     NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject
to the conditions set forth herein, the parties hereto hereby agree as follows:



     SECTION 1. Amendments to Credit Agreement. (a) Section 1.01 of the Credit Agreement is
hereby amended by amending the definition of “2012 Global Revolving Facility Commitment” by
replacing the reference to “$136,393,090.57” therein with “$184,393,090.57”.



          (b) Section 6.01 of the Credit Agreement is hereby amended by amending and restating paragraph
(b) thereof in its entirety as follows:





     “(b) Indebtedness of the U.S. Borrower and the Subsidiaries pursuant to Swap
Agreements permitted by Section 6.13;”



          (c) Schedule 2.01 to the Credit Agreement is hereby amended by replacing such schedule in its
entirety with Schedule 1 hereto.




     SECTION 2. Representations and Warranties. To induce the other parties hereto to enter into
this Amendment, each of Holdings, Intermediate Holdings and the



 









 




Borrowers hereby represents and warrants to the Administrative Agent and to each of the
Lenders that, after giving effect to this Amendment:




     (a) The representations and warranties of each Loan Party contained in any Loan Document are
true and correct in all material respects on and as of the date hereof with the same effect as
though made on and as of the date hereof, except to the extent that such representations and
warranties expressly relate to an earlier date (in which case such representations and warranties
shall be true and correct in all material respects as of such earlier date).



     (b) No Event of Default or Default has occurred and is continuing.



     SECTION 3. Conditions to Effectiveness. This Amendment shall become effective on the date
(the “Amendment Effective Date”) on which the Administrative Agent shall have received counterparts
of this Amendment that, when taken together, bear the signatures of Holdings, Intermediate
Holdings, the Borrowers and the Required Lenders.



     SECTION 4. Credit Agreement. Except as specifically amended hereby, the Credit Agreement
shall continue in full force and effect in accordance with the provisions thereof as in existence
on the date hereof. After the Amendment Effective Date, any reference to the Credit Agreement
shall mean the Credit Agreement as amended or modified hereby. This Amendment shall be a Loan
Document for all purposes of the Credit Agreement and the other Loan Documents.



     SECTION 5. APPLICABLE LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.



     SECTION 6. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT. EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 6.



     SECTION 7. Counterparts. This Amendment may be executed in two or more counterparts, each of
which shall constitute an original but all of which, when taken together, shall constitute but one
contract, and shall become effective as provided in Section 3 hereof. Delivery of an executed
signature page to this Amendment by



 









 




facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be effective
as delivery of a manually signed counterpart of this Amendment.




     SECTION 8. Headings. The Section headings used herein are for convenience of reference only,
are not part of this Amendment and are not to affect the construction of, or to be taken into
consideration in interpreting, this Amendment.



[The remainder of this page has been intentionally left blank.]








 









 








          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective authorized officers as of the day and year first written above.




	 	 	 	 	 
	 	TRW AUTOMOTIVE HOLDINGS CORP.,

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



	 	 	 	 	 
	 	TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP.,

 	 
	 	by  	/s/ Joseph S. Cantie
 	 
	 	 	Name:  	Joseph S. Cantie 	 
	 	 	Title:  	Vice President, Chief
Financial Officer and
Secretary 	 



	 	 	 	 	 
	 	TRW AUTOMOTIVE INC.,

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



[Amendment to TRW Credit Agreement]









 






	 	 	 	 	 



	 	 	 	 	 
	 	LUCAS INDUSTRIES LIMITED,

 	 
	 	by  	/s/ Barry A. Elms
 	 
	 	 	Name:  	Barry A. Elms 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	TRW SYSTEMS LIMITED,

 	 
	 	by  	/s/ Barry A. Elms
 	 
	 	 	Name:  	Barry A. Elms 	 
	 	 	Title:  	Director 	 



[Amendment to TRW Credit Agreement]









 






	 	 	 	 	 



	 	 	 	 	 
	 	TRW BRAKING SYSTEMS POLSKA SP. Z O.O.,

 	 
	 	by  	/s/ Juergen Baro Piza
 	 
	 	 	Name:  	Juergen Baro Piza 	 
	 	 	Title:  	Director 	 



	 	 	 	 	 
	 	TRW POLSKA SP. Z O.O,

 	 
	 	by  	/s/ Ralf Faltermann
 	 
	 	 	Name:  	Ralf Faltermann 	 
	 	 	Title:  	Director 	 



	 	 	 	 	 
	 	TRW STEERING SYSTEMS POLAND SP. Z O.O,

 	 
	 	by  	/s/ Barry A. Elms
 	 
	 	 	Name:  	Barry A. Elms 	 
	 	 	Title:  	Director 	 



[Amendment to TRW Credit Agreement]









 






	 	 	 	 	 



	 	 	 	 	 
	 	TRW AUTOMOTIVE GMBH,

 	 
	 	by  	/s/ Reinhard Lechner
 	 
	 	 	Name:  	Reinhard Lechner 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	TRW DEUTSCHLAND HOLDING GMBH,

 	 
	 	by  	/s/ Reinhard Lechner
 	 
	 	 	Name:  	Reinhard Lechner 	 
	 	 	Title:  	Director 	 



[Amendment to TRW Credit Agreement]









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A. (f/k/a 

JPMORGAN CHASE BANK), Individually

and as Administrative Agent,

 	 
	 	by  	/s/  Richard W. Duker
 	 
	 	 	Name:  	Richard W. Duker 	 
	 	 	Title:  	Managing Director 	 



[Amendment to TRW Credit Agreement]









 






	 	 	 	 	 



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



Name of Institution:



THE ROYAL BANK OF SCOTLAND PLC

 	 
	 	By:  	/s/  Jack Lonker
 	 
	 	 	Name:  	Jack Lonker 	 
	 	 	Title:  	Senior Vice President



[Amendment to TRW Credit Agreement]









 





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

Name of Institution:



GENERAL ELECTRIC CAPITAL CORPORATION

 	 
	 	By:  	/s/  Paul Sleet
 	 
	 	 	Name:  	Paul Sleet 	 
	 	 	Title:  	Duly Authorized Signatory 	 



[Amendment to TRW Credit Agreement]









 






	 	 	 	 	 



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



Name of Institution:



NACM CLO I

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




[Amendment to TRW Credit Agreement]











 





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



Name of Institution:



Comerica Bank

 	 
	 	By:  	/s/ Jessica Migliore
 	 
	 	 	Name:  	Jessica Migliore 	 
	 	 	Title:  	Assistant Vice President 	 



[Amendment to TRW Credit Agreement]






 









 








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





Name of Institution:




U.S. Bank National Association

 	 
	 	By:  	/s/  Jeffrey S. Johnson
 	 
	 	 	Name:  	Jeffrey S. Johnson 	 
	 	 	Title:  	Vice President 	 



[Amendment to TRW Credit Agreement]



 









 






	 	 	 	 	 



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





Name of Institution:



Virtus Senior Floating Rate Fund

 	 
	 	By:  	/s/  Kyle Jennings
 	 
	 	 	Name:  	Kyle Jennings 	 
	 	 	Title:  	Managing Director 	 



[Amendment to TRW Credit Agreement]



 









 






	 	 	 	 	 



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





Name of Institution:





Virtus Multi-Sector Short Term Bond Fund

 	 
	 	By:  	/s/ Kyle Jennings
 	 
	 	 	Name:  	Kyle Jennings 	 
	 	 	Title:  	Managing Director 	 



[Amendment to TRW Credit Agreement]



 









 






	 	 	 	 	 



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





Name of Institution:



Deutsche Bank AG New York Branch

 	 
	 	By:  	/s/ Erin Morrissey
 	 
	 	 	Name:  	Erin Morrissey 	 
	 	 	Title:  	Vice President 	 
	 
	 	By:  	                                                  /s/ Evelyn Thierry
 	 
	 	 	Name:  	Evelyn Thierry 	 
	 	 	Title:  	Director 	 



[Amendment to TRW Credit Agreement]



 









 








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



Name of Institution:



Intesa Sanpaolo S.p.A.

 	 
	 	By:  	/s/ Robert Wurster
 	 
	 	 	Name:  	Robert Wurster 	 
	 	 	Title:  	SVP 	 
	 
	 	By:  	                                                  /s/ Frank Maffei
 	 
	 	 	Name:  	Frank Maffei 	 
	 	 	Title:  	VP, Deputy Credit Manager 	 



[Amendment to TRW Credit Agreement]




 









 








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



Name of Institution:



UBS Loan Finance LLC

 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 
	 	By:  	                                                  /s/  Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director 	 




[Amendment to TRW Credit Agreement]



 










 








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



Name of Institution:



THE BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/ H. Thind
 	 
	 	 	Name:  	H. Thind 	 
	 	 	Title:  	Director 	 


[Amendment to TRW Credit Agreement]



 










 







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



Name of Institution:



SCOTIABANC INC.

 	 
	 	By:  	/s/ H. Thind
 	 
	 	 	Name:  	H. Thind 	 
	 	 	Title:  	Director 	 


[Amendment to TRW Credit Agreement]



 











 








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



Name of Institution:



Commerzbank AG, New York and Grand Cayman

Branches

 	 
	 	By:  	/s/ Patrick Hartweger
 	 
	 	 	Name:  	Patrick Hartweger 	 
	 	 	Title:  	Senior Relationship Manager 	 
	 
	 	By:  	                                                  /s/ Bryan Beck
 	 
	 	 	Name:  	Bryan Beck 	 
	 	 	Title:  	Relationship Manager 	 


[Amendment to TRW Credit Agreement]



 










 








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



Name of Institution:



THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

 	 
	 	By:  	/s/ Elaine Crowley
 	 
	 	 	Name:  	Elaine Crowley 	 
	 	 	Title:  	Authorised Signatory 	 
	 
	 	By:  	                                                  /s/ Tony Cooper
 	 
	 	 	Name:  	Tony Cooper 	 
	 	 	Title:  	Deputy Manager 	 


[Amendment to TRW Credit Agreement]



 










 








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



Name of Institution:



Sun Trust Bank

 	 
	 	By:  	/s/ David Fournier
 	 
	 	 	Name:  	David Fournier 	 
	 	 	Title:  	Vice President 	 



 [Amendment to TRW Credit Agreement]



 











 





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



Name of Institution:



CHGO Loan Funding Ltd.
 	 
	 	By:  	Chicago Fundamental Investment Partners,
 	 
	 	 	LLC, as Collateral Manager 	 
	 	 	 
	 	By:  	                                                  /s/  Steven J. Novatney
 	 
	 	 	Name:  	Steven J. Novatney 	 
	 	 	Title:  	General Counsel & CCO 	 
	 



[Amendment to TRW Credit Agreement]





 









 








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



Name of Institution:



PNC Bank, National Association

 	 
	 	By:  	/s/  Arthur F. Gray
 	 
	 	 	Name:  	Arthur F. Gray 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Amendment to TRW Credit Agreement]






 









 








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



Name of Institution:



Sumitomo Mitsui Banking Corporation:

 	 
	 	By:  	/s/  Yoshihiro Hyakutome
 	 
	 	 	Name:  	Yoshihiro Hyakutome 	 
	 	 	Title:  	General Manager 	 
	 



[Amendment to TRW Credit Agreement]






 









 








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



Name of Institution:



KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/  Suzannah Harris
 	 
	 	 	Name:  	Suzannah Harris 	 
	 	 	Title:  	Vice President 	 
	 



[Amendment to TRW Credit Agreement]





 









 








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



Name of Institution:



Landesbank Baden-Württemberg New York Branch and /

or Cayman Islands Branch

 	 
	 	By:  	/s/  Francois Delangle
 	 
	 	 	Name:  	Francois Delangle 	 
	 	 	Title:  	VP 	 
	 	 	 
	 	By:  	                                                  /s/  Ralf Enders
 	 
	 	 	Name:  	Ralf Enders 	 
	 	 	Title:  	VP 	 
	 



[Amendment to TRW Credit Agreement]





 









 








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



Name of Institution:



ARES IX CLO LTD.

 	 
	 	BY:  	ARES CLO MANAGEMENT IX, L.P., ITS INVESTMENT MANAGER
 	 
	 
	 	BY:  	                                                      ARES CLO GP IX, LLC, ITS GENERAL PARTNER
 	 
	 	 	 	 
	 	BY:  	                                                      ARES MANAGEMENT LLC, ITS MANAGER
 	 
	 	 	 
	 	By:  	                                                      /s/  AMERICO CASCELLA
 	 
	 	 	Name:  	AMERICO CASCELLA 	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 
	 



[Amendment to TRW Credit Agreement]






 









 








	 	 	 	 	 
	 	ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD.

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

 	 
	 	BY:  	ARES ENHANCED LOAN MANAGEMENT IR, L.P., AS  PORTFOLIO MANAGER
 	 
	 	 	 
	 	BY:  	     ARES ENHANCED LOAN IR GP, LLC, ITS GENERAL PARTNER
 	 
	 	 	 
	 	BY:  	           ARES MANAGEMENT LLC, ITS MANAGER
 	 
	 	 	 
	 	By:  	     /s/  AMERICO CASCELLA
 	 
	 	 	Name:  	AMERICO CASCELLA 	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 
	 



[Amendment to TRW Credit Agreement]





 









 








	 	 	 	 	 
	 	FUTURE FUND BOARD OF GUARDIANS

 	 
	 	BY:  	ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISORY IV, L.P., ITS INVESTMENT MANAGER (ON BEHALF OF THE ELIS IV SUB ACCOUNT) 	 
	 	 	 
	 	BY:  	ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISORY IV GP, LLC, ITS GENERAL PARTNER 	 
	 
	 	 	 
	 	BY:  	ARES MANAGEMENT LLC, ITS MANAGING MEMBER
 	 
	 	 	 
	 	By:  	/s/  AMERICO CASCELLA
 	 
	 	 	Name:  	AMERICO CASCELLA 	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 
	 
	 	GLOBAL LOAN OPPORTUNITY FUND B.V.

 	 
	 	BY:  	ARES MANAGEMENT LIMITED, ITS PORTFOLIO MANAGER
 	 
	 	 	 
	 	By:  	            /s/  AMERICO CASCELLA
 	 
	 	 	Name:  	AMERICO CASCELLA 	 
	 	 	Title:  	AUTHORIZED SIGNATORY 	 
	 



[Amendment to TRW Credit Agreement]





 









 








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



Name of Institution: Fifth Third Bank, an Ohio

banking corporation, successor by merger with

Fifth Third Bank, a Michigan banking corporation.

 	 
	 	By:  	/s/  Michael Blackburn
 	 
	 	 	Name:  	Michael Blackburn 	 
	 	 	Title:  	Vice President 	 
	 



[Amendment to TRW Credit Agreement]





 









 








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



Name of Institution:



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



[Amendment to TRW Credit Agreement]





 









 








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



Name of Institution:



UNICREDIT BANK AG, New York Branch (fka

Bayerische Hypo- und Vereinsbank AG, New York

Branch)

 	 
	 	By:  	/s/  Ken Hamilton
 	 
	 	 	Name:  	Ken Hamilton 	 
	 	 	Title:  	Director 	 
	 
	 	By:  	                                                  /s/  Richard Cordover
 	 
	 	 	Name:  	Richard Cordover 	 
	 	 	Title:  	Director 	 
	 



[Amendment to TRW Credit Agreement]





 









 








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



Name of Institution:



TD BANK, N.A.

 	 
	 	By:  	/s/  Robyn Zeller
 	 
	 	 	Name:  	Robyn Zeller 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Amendment to TRW Credit Agreement]





 









 








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



Name of Institution:



BNP Paribas

 	 
	 	By:  	/s/  Mike Shryock
 	 
	 	 	Name:  	Mike Shryock 	 
	 	 	Title:  	Managing Director 	 
	 	 	 
	 	By:  	                                                  /s/  Fik Durmus
 	 
	 	 	Name:  	Fik Durmus 	 
	 	 	Title:  	Director 	 
	 



[Amendment to TRW Credit Agreement]





 











 





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



Name of Institution:



Blue Shield of California

 	 
	 	By:  	/s/  Guang Alex Yu
 	 
	 	 	Name:  	Guang Alex Yu 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Amendment to TRW Credit Agreement]




 









 








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



Name of Institution:



Franklin CLO V, Limited

 	 
	 	By:  	/s/  Guang Alex Yu
 	 
	 	 	Name:  	Guang Alex Yu, Franklin Advisers, Inc., as Collateral Manager 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Amendment to TRW Credit Agreement]




 









 








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



Name of Institution:



Franklin CLO VI, Limited

 	 
	 	By:  	/s/  Guang Alex Yu
 	 
	 	 	Name:  	Guang Alex Yu, Franklin Advisers, Inc., as Collateral Manager 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Amendment to TRW Credit Agreement]




 









 








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



Name of Institution:



Franklin Floating Rate Daily Access Fund

 	 
	 	By:  	/s/  Richard Hsu
 	 
	 	 	Name:  	Richard Hsu 	 
	 	 	Title:  	Vice President 	 
	 



[Amendment to TRW Credit Agreement]




 









 








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



Name of Institution:



Franklin Floating Rate Master Series

 	 
	 	By:  	/s/  Richard Hsu
 	 
	 	 	Name:  	Richard Hsu 	 
	 	 	Title:  	Vice President 	 
	 



[Amendment to TRW Credit Agreement]




 









 








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



Name of Institution:



Franklin Templeton Series II Funds Franklin

Floating Rate II Fund

 	 
	 	By:  	/s/  Richard Hsu
 	 
	 	 	Name:  	Richard Hsu 	 
	 	 	Title:  	Vice President 	 
	 



[Amendment to TRW Credit Agreement]




 









 








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



Name of Institution:



GOLDMAN SACHS CREDIT PARTNERS L.P.

 	 
	 	By:  	/s/  Andrew Caditz
 	 
	 	 	Name:  	Andrew Caditz 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Amendment to TRW Credit Agreement]




 









 








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



Name of Institution:



GOLDMAN SACHS LENDING PARTNERS LLC

 	 
	 	By:  	/s/  Andrew Caditz
 	 
	 	 	Name:  	Andrew Caditz 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Amendment to TRW Credit Agreement]




 









 








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



Name of Institution:



CAPITAL ONE LEVERAGE FINANCE CORPORATION

 	 
	 	By:  	/s/  Ron Walker
 	 
	 	 	Name:  	Ron Walker 	 
	 	 	Title:  	SVP 	 
	 



[Amendment to TRW Credit Agreement]




 









 








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



Name of Institution:



Bank of America, N.A.

 	 
	 	By:  	/s/  Chas McDonell
 	 
	 	 	Name:  	Chas McDonell 	 
	 	 	Title:  	SVP 	 
	 



[Amendment to TRW Credit Agreement]




 









 








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



Name of Institution:



Bayerische Landesbank, New York Branch

 	 
	 	By:  	/s/  Mahesh Dave
 	 
	 	 	Name:  	Mahesh Dave 	 
	 	 	Title:  	Second Vice President 	 
	 
	 	 	 
	 	By:  	                                                  /s/  Stephen T. Hill
 	 
	 	 	Name:  	Stephen T. Hill 	 
	 	 	Title:  	First Vice President 	 
	 



[Amendment to TRW Credit Agreement]




 









 








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



Name of Institution:



Bank of Tokyo-Mitsubishi UFJ Trust Company

 	 
	 	By:  	/s/  Charles Stewart
 	 
	 	 	Name:  	Charles Stewart 	 
	 	 	Title:  	Vice President 	 
	 



[Amendment to TRW Credit Agreement]




 









 








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



Name of Institution:



RZB Finance LLC

 	 
	 	By:  	/s/  Christoph Hoedl
 	 
	 	 	Name:  	Christoph Hoedl 	 
	 	 	Title:  	First Vice President 	 
	 
	 	 	 
	 	By:  	                                                  /s/  Randall Abrams
 	 
	 	 	Name:  	Randall Abrams 	 
	 	 	Title:  	Vice President 	 
	 



[Amendment to TRW Credit Agreement]