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:
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 Acco
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