SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

EXHIBIT 10.1
EXECUTION COPY

SIXTH AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of June 24, 2009,

Among

TRW AUTOMOTIVE HOLDINGS CORP.,
TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP.,
TRW AUTOMOTIVE INC. (f/k/a
TRW AUTOMOTIVE ACQUISITION CORP.),
THE FOREIGN SUBSIDIARY BORROWERS PARTY HERETO,
THE LENDERS PARTY HERETO,
JPMORGAN CHASE BANK, N.A.
(f/k/a JPMORGAN CHASE BANK),
as Administrative Agent,

and

BANK OF AMERICA, N.A.,
as Syndication Agent

J.P. MORGAN SECURITIES INC. and
BANC OF AMERICA SECURITIES LLC,

as Lead Arrangers

and

J.P. MORGAN SECURITIES INC. and
BANC OF AMERICA SECURITIES LLC,
as Joint Bookrunners

[CS&M Ref. No. 6701-290]

TABLE OF CONTENTS

Exhibits and Schedules

     SIXTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 24, 2009 (this “ Agreement ”), among TRW AUTOMOTIVE HOLDINGS CORP., a Delaware corporation (“ Holdings ”), TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., a Delaware corporation (“ Intermediate Holdings ”), TRW AUTOMOTIVE INC. (f/k/a TRW AUTOMOTIVE ACQUISITION CORP.), a Delaware corporation (the “ U.S. Borrower ”), the FOREIGN SUBSIDIARY BORROWERS party hereto, the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A. (f/k/a JPMORGAN CHASE BANK), as administrative agent (in such capacity, the “ Administrative Agent ”), and as collateral agent (in such capacity, the “ Collateral Agent ”) for the Lenders, and BANK OF AMERICA, N.A., as syndication agent (in such capacity, the “ Syndication Agent ”).

          Pursuant to or in connection with the Purchase Agreement (with such term and each other capitalized term used but not defined in this preamble having the meaning assigned thereto in Article I), (a) the Equity Contributions were made, (b) the financing transactions described in this preamble were consummated, (c) the Finco Equity Contribution, the Finco Loan, the Newco UK Equity Contribution, the Newco UK Loan, the Foreign Acquiror Equity Contributions and the Foreign Acquiror Loans were consummated, (d) the Stock Purchases were consummated, and (e) fees and expenses (the “ Transaction Costs ”) incurred in connection with the foregoing were paid.

          On the Closing Date, (a) Automotive Investors L.L.C., a Delaware limited liability company (“ AILLC ”) and a Fund Affiliate, the Management Group and the Management Equity Vehicle together, contributed not less than $500,000,000 in cash to Holdings in exchange for not less than 500,000 shares of Holdings Common Stock (the “ Holdings Equity Contribution ”), (b) Holdings contributed (i) the proceeds of the Holdings Equity Contribution and (ii) a number of shares of Holdings Common Stock (the “ Stock Consideration ”), that taken together with the shares issued pursuant to the Holdings Equity Contribution had an implied value of not less than $868,000,000, to Intermediate Holdings, in exchange for all the issued and outstanding Equity Interests of Intermediate Holdings (the “ Intermediate Holdings Equity Contribution ”), (c) Intermediate Holdings contributed to the U.S. Borrower in exchange for all the issued and outstanding Equity Interests of the U.S. Borrower (i) the cash proceeds of the Intermediate Holdings Equity Contribution, (ii) the Stock Consideration and (iii) 62.7% shares of LucasVarity Automotive Holding Co., a Delaware corporation (“ LucasVarity Holdings ”), purchased by Intermediate Holdings from a subsidiary of Northrop Space and Mission in exchange for a note (the “ Seller Note ”) in an aggregate principal amount of $600,000,000 issued by Intermediate Holdings and (d) the U.S. Borrower contributed $10,000,000 in cash to Automotive (LV) Corp. in exchange for all the issued and outstanding Equity Interests of Automotive (LV) Corp. (the steps described in clauses (a)-(d) of this paragraph together, the “ Equity Contributions ”).

          On February 18, 2003, the U.S. Borrower issued and sold in offerings pursuant to Rule 144A under the Securities Act of 1933 (the “ Securities Act ”) and Regulation S under the Securities Act (a) Senior Notes having an aggregate principal amount of $925,000,000, (b) Senior Notes having an aggregate principal amount of € 200,000,000, (c) Senior Subordinated Notes having an aggregate principal amount of $300,000,000 and (d) Senior Subordinated Notes having an aggregate principal amount of € 125,000,000.

          Simultaneously with the consummation of the Equity Contributions, (a) the U.S. Borrower obtained, and made Borrowings in an aggregate amount the Dollar Equivalent of which is not in excess of $1,544,000,000 under, the senior secured credit facilities provided for by the Original Credit Agreement, (b) the U.S. Borrower made the Management Equity Loan and (c) the U.S. Borrower and certain of the Subsidiaries obtained $150,000,000 in proceeds under the Permitted Receivables Financing.

          Prior to the consummation of the transactions described in the immediately preceding sentence, the U.S. Borrower contributed € 12,500 in cash to Finco in exchange for all of the issued and outstanding Equity Interests of Finco (the “ Finco Equity Contributions ”). Concurrently with the consummation of the transactions described in the immediately preceding paragraph, (a) the U.S. Borrower (i) made the Foreign Acquiror Equity Contributions and the Finco Loan and (ii) contributed no more than $12,000,000 to Automotive Holdings (UK), Ltd. (“ Newco UK ”) in exchange for all the issued and outstanding Equity Interests of Newco UK (the “ Newco UK Equity Contribution ”) and made the Newco UK Loan, (b) Finco used the proceeds of the Finco Loan to make the Foreign Acquiror Loans, (c) the U.S. Borrower purchased from a subsidiary of Northrop Space and Mission all the issued and outstanding shares of LucasVarity Holdings not purchased by Intermediate Holdings (as described above) for $356,510,000 in cash, (d) (i) the Foreign Acquirors used the proceeds of the Foreign Acquiror Equity Contributions and the Foreign Acquiror Loans to purchase from subsidiaries of Northrop Space and Mission all the Equity Interests of the Acquired Foreign Subsidiaries and (ii) Newco UK used the proceeds of the Newco UK Equity Contribution and the Newco UK Loan to acquire 80.4% of the issued and outstanding shares of LucasVarity, a company organized under the laws of England and Wales (“ LucasVarity ”) and all the issued and outstanding Equity Interests in TRW UK Ltd and all the issued and outstanding Equity Interests of TRW INO Ltd., (e) Automotive Holdings (France) S.A.S. purchased no less than 90% of the Equity Interests of TRW France Holdings SAS from Lucas Investments, Limited in exchange for a subordinated note of Automotive Holdings (France) S.A.S. in an aggregate principal amount of up to $542,000,000, (f) Automotive (LV) Corp. purchased from a subsidiary of Northrop Space and Mission 1% of the issued and outstanding LucasVarity shares for $10,000,000 in cash, (g) the U.S. Borrower purchased from a subsidiary of Northrop Space and Mission (i) all the issued and outstanding LucasVarity shares not purchased by Automotive (LV) Corp. or Newco UK, and (ii) all the issued and outstanding shares of TRW Steering & Suspension Co. Ltd., TRW Vehicle Safety Systems and TRW Automotive JV LLC for $280,000,000 in cash and the Stock Consideration, (h) the U.S. Borrower purchased from a subsidiary of Northrop Space and Mission all the issued and outstanding Equity Interests of TRW Auto Holdings Inc. and TRW Automotive U.S. LLC for

$1,126,000,000 in cash (the steps described in clauses (c)-(h) of this paragraph together, the “ Stock Purchases ”). Following the consummation of the Stock Purchases, (i) the U.S. Borrower contributed to LucasVarity 1% of the Equity Interests of Finco acquired by the U.S. Borrower as described in clause (a) above and (j) the U.S. Borrower contributed to Newco UK all the LucasVarity shares purchased by U.S. Borrower (as described in clause (g) above) in exchange for 18.6% of the issued and outstanding shares of Newco UK.

          The Borrowers borrowed (a) tranche A term loans on the Closing Date, in an aggregate principal amount not in excess of $410,000,000, (b) tranche B-1 term loans on the Closing Date, in an aggregate principal amount not in excess of $1,030,000,000, and (c) tranche B-2 term loans on the Closing Date in an aggregate principal amount in Euros not in excess of € 64,814,815.

          The proceeds of such term loans were used by the U.S. Borrower and the Subsidiaries on the Closing Date, together with (a) the Equity Contributions, (b) up to $12,000,000 in proceeds of U.S. Revolving Facility Loans, (c) the proceeds of the offering and sale of the Senior Notes and the Senior Subordinated Notes and (d) the proceeds of the initial sale on the Closing Date of accounts receivable and related assets under the Permitted Receivables Financing, solely (v) to make the Management Equity Loan, (w) to make the Finco Loan, (x) to make the Foreign Acquiror Loans and the Newco UK Loan, (y) to make the Stock Purchases and (z) to pay the Transaction Costs.

          On July 22, 2003, Holdings, Intermediate Holdings, the U.S. Borrower, the Administrative Agent and certain Lenders entered into an Amendment and Restatement Agreement (the “ First Amendment and Restatement Agreement ”) pursuant to which the Original Credit Agreement was amended and restated in its entirety (as so amended and restated, the “ First Amended and Restated Credit Agreement ”).

          On January 9, 2004, Holdings, Intermediate Holdings, the U.S. Borrower, the Administrative Agent and certain Lenders entered into an Amendment and Restatement Agreement (the “ Second Amendment and Restatement Agreement ”) pursuant to which the First Amended and Restated Credit Agreement was amended and restated in its entirety (as so amended and restated, the “ Second Amended and Restated Credit Agreement ”).

          On February 6, 2004, Holdings completed an initial public offering of 24,137,931 shares of its common stock (the “ IPO ”) and used the proceeds therefrom to (a) repurchase 12,068,965 shares of its common stock from AILLC (the “ IPO Repurchase Transaction ”) and (b) repay a portion of its Senior Notes and Senior Subordinated Notes (both as defined below) as follows: (i) approximately $117,000,000 of such proceeds to repay 35% of its $300,000,000 aggregate principal amount of 11% Senior Subordinated Notes, (ii) approximately $61,000,000 of such proceeds to repay 35% of its € 125,000,000 aggregate principal amount of 11.75% Senior Subordinated Notes, (iii) approximately $109,000,000 of such proceeds to repay approximately 11% of its $925,000,000 aggregate principal amount of 9.375% Senior Notes and (iv)

approximately $30,000,000 of such proceeds to repay approximately 11% of its € 200,000,000 aggregate principal amount of 10.125% Senior Notes.

          On November 2, 2004, Holdings, Intermediate Holdings, the U.S. Borrower, the Administrative Agent and certain Lenders entered into an Amendment and Restatement Agreement (the “ Third Amendment and Restatement Agreement ”) pursuant to which the Second Amended and Restated Credit Agreement was amended and restated in its entirety (as so amended and restated, the “ Third Amended and Restated Credit Agreement ”).

          The Third Amended and Restated Credit Agreement provided for the Tranche E Facility, the proceeds of which (together with cash on hand) were utilized to make the Intermediate Holdings Loan. On November 12, 2004, Intermediate Holdings utilized the proceeds of the Intermediate Holdings Loan to repurchase the entire outstanding principal amount of the Seller Note.

          On December 17, 2004, Holdings, Intermediate Holdings, the U.S. Borrower, the Administrative Agent and certain Lenders entered into an Amendment and Restatement Agreement (the “ Fourth Amendment and Restatement Agreement ”) pursuant to which the Third Amended and Restated Credit Agreement was amended and restated in its entirety (as so amended and restated, the “ Fourth Amended and Restated Credit Agreement ”).

          On November 18, 2005, the U.S. Borrower, the Administrative Agent and certain Lenders entered into an Incremental Facility Amendment (the “ Tranche B-2 Facility Amendment ”) providing for the making of the Tranche B-2 Term Loans (as defined below) in an aggregate principal amount of $300,000,000 and certain amendments to the Fourth Amended and Restated Credit Agreement in order to give effect thereto.

          On March 26, 2007, the U.S. Borrower issued and sold in offerings pursuant to Rule 144A under the Securities Act and Regulation S under the Securities Act (a) New Senior Notes having an aggregate principal amount of $500,000,000, (b) New Senior Notes having an aggregate principal amount of € 275,000,000 and (c) New Senior Notes having an aggregate principal amount of $600,000,000.

          On April 19, 2007, the U.S. Borrower repurchased a total of $825,218,850 of the aggregate principal amount of its 9-3/8% Senior Notes, € 121,123,000 of the aggregate principal amount of its 10-1/8% Senior Notes, $192,909,000 of the aggregate principal amount of its 11% Senior Subordinated Notes and € 79,028,000 of the aggregate principal amount of its 11-3/4% Senior Subordinated Notes.

          On May 9, 2007, Holdings, Intermediate Holdings, the U.S. Borrower, the Foreign Subsidiary Borrowers and certain Lenders further amended and restated the Fourth Amended and Restated Credit Agreement in its entirety (as so amended and restated, the “ Existing Credit Agreement ”).

          Holdings, Intermediate Holdings, the U.S. Borrower, the Foreign Subsidiary Borrowers and the Required Lenders desire to further amend and restate the Existing Credit Agreement as more fully described herein. Subject to the satisfaction of the conditions set forth herein, the Existing Credit Agreement shall be amended and restated as provided herein.

ARTICLE I

Definitions

          SECTION 1.01. Defined Terms . As used in this Agreement, the following terms shall have the meanings specified below:

          “ ABR Borrowing ” shall mean a Borrowing comprised of ABR Loans.

          “ ABR Loan ” shall mean any ABR Term Loan, ABR Revolving Loan or Swingline Dollar Loan.

          “ ABR Revolving Borrowing ” shall mean a Borrowing comprised of ABR Revolving Loans.

          “ ABR Revolving Loan ” shall mean any Revolving Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

          “ ABR Term Loan ” shall mean any Term Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

          “ Accepting Lenders ” shall have the meaning provided in Section 2.10(h).

          “ Acquired Foreign Subsidiaries ” shall mean the Subsidiaries specified on Schedule 1.01(a).

          “ Additional Intercreditor Agreement ” shall mean each intercreditor agreement entered into as contemplated by the terms hereof and substantially in the form of Exhibit H or on terms otherwise reasonably satisfactory to the Administrative Agent; provided that, if such intercreditor agreement relates to any Liens on any Collateral located in, or owned by a Loan Party organized under the laws of, a jurisdiction outside of the United States, then (i) the Administrative Agent may opt (in its sole discretion) to require such intercreditor agreement to be governed by applicable foreign law and (ii) the Administrative Agent shall be satisfied that such intercreditor agreement will provide rights and benefits for the Secured Parties and impose obligations and limitations on the “Second Priority Creditors” (as such term is defined in Exhibit H) (or the applicable equivalent) under the laws of such jurisdiction substantially equivalent to those rights, benefits, obligations and limitations provided for under New York law by the terms of Exhibit H.

          “ Additional Mortgage ” shall have the meaning provided in Section 5.10(c).

          “ Adjusted LIBO Rate ” shall mean, with respect to any Eurocurrency Borrowing (including any ABR Borrowing, the interest rate on which is determined pursuant to clause (c) of the definition of “Alternate Base Rate”) for any Interest Period, an interest rate per annum (except in connection with any computation pursuant to clause (c) of the definition of “Alternate Base Rate”, rounded upwards, if necessary, to the next 1/16 of 1%) equal to the product of (a) the LIBO Rate in effect for such Interest Period and (b) Statutory Reserves applicable to such Eurocurrency Borrowing, if any.

          “ Administrative Agent ” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

          “ Administrative Agent Fee Letter ” shall have the meaning assigned to such term in Section 2.12(c).

          “ Administrative Agent Fees ” shall have the meaning assigned to such term in Section 2.12(c).

          “ Administrative Questionnaire ” shall mean an Administrative Questionnaire in the form of Exhibit B.

          “ Affiliate ” shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified.

          “ Agents ” shall mean the Administrative Agent and the Collateral Agent.

          “ Aggregate Revolving Credit Exposure ” shall mean the aggregate amount of the Lenders’ Revolving Credit Exposures and the Ancillary Facility Exposures.

          “ Agreement ” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

          “ Agreement Currency ” shall have the meaning assigned to such term in Section 9.17(b).

          “ AILLC ” shall have the meaning assigned to such term in the preamble to this Agreement.

          “ Alternate Base Rate ” shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ¹ / 2 of 1% and (c) the Adjusted LIBO Rate for a one-month Interest Period commencing on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate per annum (the “ Reference LIBO Rate ”) determined by the Administrative Agent at approximately 11:00 a.m., London time, on the Quotation Day for such rate by reference to the British Bankers’

Association Interest Settlement Rates (as reflected on the Telerate screen page) for deposits in Dollars for a period equal to one-month; provided further that, to the extent that Reference LIBO Rate is not ascertainable pursuant to the foregoing provisions of this definition, the Adjusted LIBO Rate shall be based on the rate per annum that is the average (rounded upward, if necessary, to the next 1/100 of 1%) of the respective interest rates per annum at which deposits in Dollars are offered for a period equal to one-month to major banks in the London interbank market by JPMorgan Chase Bank, N.A., at approximately 11:00 a.m., London time, on the Quotation Day for such rate (it being understood and agreed that this clause (c) shall be effective only for determinations of the Alternate Base Rate on any day occurring on or after the Restatement Effective Date). If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate, including the failure of the Federal Reserve Bank of New York to publish rates or the inability of the Administrative Agent to obtain quotations in accordance with the terms thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate for a one-month Interest Period shall be effective on the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate for a one-month Interest Period, respectively.

          “ Ancillary Commitment ” shall mean, with respect to any Ancillary Lender, the maximum amount that such Ancillary Lender has agreed to make available from time to time during the Availability Period under Ancillary Facilities created pursuant to Section 2.22 by such Ancillary Lender; provided that at no time shall (a) the sum of (i) the Ancillary Commitment of such Ancillary Lender and (ii) the Available Unused Commitment of such Ancillary Lender exceed (b) the Global Revolving Facility Commitment of such Ancillary Lender. The amount of each Ancillary Lender’s Ancillary Commitment on the Restatement Effective Date is set forth on Schedule 2.22. The aggregate amount of the Ancillary Commitments on the Restatement Effective Date is $119,500,000.

          “ Ancillary Commitment Limit ” shall mean $200,000,000; provided that the Ancillary Commitments with respect to the Ancillary Facilities in the jurisdictions set forth on Schedule 1.01(f) shall be limited to the amounts set forth opposite such jurisdictions on such Schedule.

          “ Ancillary Credit Extensions ” shall mean Funded Ancillary Credit Extensions and Unfunded Ancillary Credit Extensions.

          “ Ancillary Facility ” shall mean any facility or financial accommodation (including any revolving, overdraft, foreign exchange, guarantee, letter of credit, bonding, credit card or automated payments facility) made available to a Foreign Subsidiary Borrower by a Global Revolving Facility Lender pursuant to Section 2.22.

          “ Ancillary Facility Document ” shall mean, with respect to any Ancillary Facility, the agreements between the applicable Foreign Subsidiary Borrower and the Ancillary Lender thereunder providing for such Ancillary Facility.

          “ Ancillary Facility Exposure ” shall mean, at any time with respect to an Ancillary Facility made available by an Ancillary Lender, the sum of the Dollar Equivalents at such time of each of the following amounts (as calculated by such Ancillary Lender using the relevant Exchange Rate at such time):

     (a) the aggregate principal amount under any overdraft, check drawing or other account facilities, determined on the same basis as that for determining any limit on such facilities imposed by the terms of such Ancillary Facility;

     (b) the maximum potential liability (excluding amounts representing interest, fees and similar amounts) under all letters of credit, guarantees and bonds then outstanding under such Ancillary Facility;

     (c) the aggregate principal amount of loans outstanding thereunder; and

     (d) in the case of any other facility or financial accommodation, such other amount as fairly represents the aggregate exposure of such Ancillary Lender under such facility or financial accommodation, as reasonably determined by such Ancillary Lender from time to time in accordance with its usual banking practice for facilities or accommodations of such type.

          “ Ancillary Facility Repayment Amount ” shall have the meaning assigned to such term in Section 2.22(e)(ii).

          “ Ancillary Facility Termination Date ” shall have the meaning assigned to such term in Section 2.22(e)(i).

          “ Ancillary Lender ” shall mean, with respect to an Ancillary Facility, the Global Revolving Facility Lender that has made such Ancillary Facility available pursuant to Section 2.22.

          “ Ancillary Replacement Borrowing ” shall mean a Global Revolving Facility Borrowing made by an Eligible Borrower upon the termination of an Ancillary Facility pursuant to clause (ii) of the first sentence of Section 2.22(e).

          “ Applicable Agent ” shall mean (a) with respect to a Loan or Borrowing denominated in Dollars or with respect to any payment that does not relate to any Loan or Borrowing, the Administrative Agent and (b) with respect to a Loan or Borrowing denominated in a Foreign Currency, a Swingline Foreign Currency Borrowing or Swingline Foreign Currency Loan, the Administrative Agent or an Affiliate thereof designated pursuant to Section 8.07.

          “ Applicable Creditor ” shall have the meaning assigned to such term in Section 9.17(b).

          “ Applicable Margin ” shall mean, for any day, (a) with respect to any Loan that is a Tranche A-1 Term Loan or a Revolving Loan, or with respect to the Commitment Fees payable hereunder after the Restatement Effective Date, as the case may be, the applicable margin per annum set forth below under the caption “Revolving Loan and Tranche A-1 Term Loan ABR Spread”, “Revolving Loan and Tranche A-1 Term Loan Eurocurrency Spread” or “Commitment Fee Rate”, as applicable, based upon the Senior Secured Leverage Ratio, and (b) with respect to any Tranche B-1 Term Loan that is (i) an ABR Loan, 5.000% and (ii) a Eurocurrency Loan, 6.000%.

Applicable Margins for Revolving Loans,
Tranche A-1 Term Loans and Commitment Fee Rates

          For purposes of the foregoing, (a) the Senior Secured Leverage Ratio shall be determined as of the end of each fiscal quarter of the U.S. Borrower’s fiscal year and (b) each change in the Applicable Margin resulting from a change in the Senior Secured Leverage Ratio shall be effective during the period commencing on and including the first Business Day after the date of delivery to the Administrative Agent of the consolidated financial information for the related period required to be delivered pursuant to Section 5.04(a) or (b) and ending on the date immediately preceding the effective date of the next such change; provided that the Senior Secured Leverage Ratio shall be deemed to be in Category 1 (i) at any time that an Event of Default has occurred and is continuing or (ii) at the option of the Administrative Agent or at the request of the

Required Lenders, if the U.S. Borrower fails to deliver the consolidated financial information required to be delivered pursuant to Section 5.04(a) or (b), during the period from the expiration of the time for delivery thereof until such consolidated financial information is delivered; and provided , further , that until the delivery pursuant to Section 5.04(b) of the financial statements of the U.S. Borrower and the Subsidiaries for the fiscal quarter ended October 2, 2009, for purposes of determining the Applicable Margin with respect to any Tranche A-1 Term Loan or Revolving Loan or the Commitment Fee payable hereunder after the Restatement Effective Date the Senior Secured Leverage Ratio shall be deemed to be in Category 1.

          “ Applicant Party ” shall mean, with respect to a Letter of Credit, (i) the Borrower that requested such Letter of Credit and (ii) in the case of Letters of Credit with respect to which the U.S. Borrower and a Subsidiary are co-applicants, collectively, the U.S. Borrower and such Subsidiary.

          “ Approved Fund ” shall have the meaning assigned to such term in Section 9.04(b).

          “ Asset Disposition ” shall mean any sale, transfer or other disposition by Holdings, the U.S. Borrower or any of the Subsidiaries to any person other than a Borrower or any Subsidiary Loan Party of any asset or group of related assets in one or a series of related transactions, the Net Proceeds from which exceed $50,000,000.

          “ Assignment and Acceptance ” shall mean an assignment and acceptance entered into by a Lender and an assignee, and accepted by the Administrative Agent and the U.S. Borrower, in the form of Exhibit A or such other form as shall be approved by the Administrative Agent.

          “ Automotive (LV) Corp. ” shall mean Automotive (LV) Corp., a Delaware corporation.

          “ Availability Period ” shall mean the period from and including the Closing Date to but excluding the earlier of the Revolving Credit Maturity Date and (a) in the case of each of Global Revolving Facility Loans, Global Revolving Facility Borrowings, Swingline Foreign Currency Loans and Swingline Foreign Currency Borrowings, the date of termination of the Global Revolving Facility Commitments and (b) in the case of each of U.S. Revolving Facility Loans, U.S. Revolving Facility Borrowings, Swingline Dollar Loans, Swingline Dollar Borrowings and Letters of Credit, the date of termination of the U.S. Revolving Facility Commitments.

          “ Available Intercompany Investment Amount ” shall mean, at any time with respect to any investment, loan or Guarantee, (a) (i) during the period commencing on the Restatement Effective Date and ending on the last day of the third fiscal quarter of 2011, 7.5% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such investment, loan or Guarantee for which financial statements have been delivered pursuant to Section 5.04 and (ii) after the last day of the third fiscal quarter of 2011, 10% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such investment, loan or Guarantee for which financial statements

have been delivered pursuant to Section 5.04, minus (b) the sum of (x) the aggregate amount of investments made prior to such time by the Borrowers and the Subsidiary Loan Parties in Subsidiaries that are not Loan Parties pursuant to Section 6.04(a) (valued at the time of the making thereof without giving effect to any write-downs or write-offs thereof), (y) the aggregate amount of intercompany loans made prior to such time by the Borrowers and the Subsidiary Loan Parties in Subsidiaries that are not Loan Parties pursuant to Section 6.04(d) and (z) the aggregate amount of Guarantees provided prior to such time by the Borrowers and the Subsidiary Loan Parties in respect of obligations of Subsidiaries that are not Loan Parties pursuant to Section 6.04(l), plus (c) the sum of (x) the aggregate amount of returns of capital received by the Borrowers and the Subsidiary Loan Parties in cash prior to such time in respect of investments made by them in Subsidiaries that are not Loan Parties pursuant to Section 6.04(a) or Section 6.04(h), (y) the aggregate principal amount of intercompany loans made by the Borrowers and the Subsidiary Loan Parties in Subsidiaries that are not Loan Parties pursuant to Section 6.04(d) or Section 6.04(h) that have been repaid in cash or with assets prior to such time by Subsidiaries that are not Loan Parties to the Borrowers and the Subsidiary Loan Parties, provided that, with respect to the repayment of intercompany loans with assets pursuant to this clause (y), the aggregate principal amount of intercompany loans repaid for purposes of this clause (y) shall not exceed the fair market value of the assets of Subsidiaries that are not Loan Parties received by the Borrowers and the Subsidiary Loan Parties in respect of such repayments (as shall be specified in a certificate delivered by the chief financial officer of the U.S. Borrower to the Administrative Agent at the time of such repayment), and (z) the aggregate reduction prior to such time of Indebtedness of Subsidiaries that are not Loan Parties that had been Guaranteed by the Borrowers and the Subsidiary Loan Parties pursuant to Section 6.04(l) or Section 6.04(h) (other than any such reduction in Indebtedness funded by the Borrowers and the Subsidiary Loan Parties).

          “ Available Unused Commitment ” shall mean, with respect to any Global Revolving Facility Lender at any time, an amount equal to the amount by which (a) the Global Revolving Facility Commitment of such Global Revolving Facility Lender at such time exceeds (b) the sum of (x) the Global Revolving Facility Credit Exposure of such Global Revolving Facility Lender at such time and (y) the Ancillary Commitment (if any) of such Global Revolving Facility Lender at such time. For purposes of calculating any Global Revolving Facility Lender’s Available Unused Commitment in connection with an Ancillary Replacement Borrowing, the amount of the Ancillary Commitment of such Global Revolving Facility Lender shall be reduced by the amount of the Ancillary Commitment being terminated.

          “ Board ” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

          “ Board of Directors ” means, as to any person, the board of directors of such person (or, if such person is a partnership, the board of directors or other governing body of the general partner of such person) or any duly authorized committee thereof.

          “ Borrowers ” shall mean the U.S. Borrower and the Foreign Subsidiary Borrowers.

          “ Borrowing ” shall mean a group of Loans of a single Type under a single Facility and made on a single date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect.

          “ Borrowing Minimum ” shall mean (a) in the case of an ABR Revolving Borrowing, $5,000,000, (b) in the case of a Eurocurrency Revolving Borrowing denominated in Dollars, $5,000,000, (c) in the case of a Global Revolving Facility Borrowing denominated in a Foreign Currency, the smallest amount of such Foreign Currency that is a multiple of 1,000,000 units of such Foreign Currency and has a Dollar Equivalent in excess of $5,000,000, (d) in the case of a Swingline Dollar Borrowing, $500,000 and (e) in the case of a Swingline Foreign Currency Borrowing, the smallest amount of such Foreign Currency that is a multiple of 500,000 units of such Foreign Currency and has a Dollar Equivalent in excess of $1,000,000.

          “ Borrowing Multiple ” shall mean (a) in the case of a Revolving Borrowing denominated in Dollars, $1,000,000, (b) in the case of a Swingline Dollar Borrowing, $500,000 and (c) in the case of a Global Revolving Facility Borrowing denominated in a Foreign Currency or a Swingline Foreign Currency Borrowing, 100,000 units of such Foreign Currency.

          “ Borrowing Request ” shall mean a request by a Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C-1.

          “ Budget Projections ” shall have the meaning assigned to such term in Section 5.04(i).

          “ Business Day ” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that (a) when used in connection with a Eurocurrency Loan, the term “ Business Day ” shall also exclude any day on which banks are not open for dealings in deposits in the applicable currency in the London interbank market and (b) when used in connection with a Loan denominated in Euros, the term “ Business Day ” shall also exclude any day on which the TARGET payment system is not open for the settlement of payments in Euro.

          “ Calculation Date ” shall mean (a) the last Business Day of each calendar month, (b) each date (with such date to be reasonably determined by the Administrative Agent) that is on or about the date of (i) a Borrowing Request or an Interest Election Request with respect to any Global Revolving Facility Loan denominated in a Foreign Currency, (ii) the issuance, amendment, renewal or extension of a Foreign Currency Letter of Credit or (iii) a request for a Swingline Foreign Currency Borrowing and (c) if an Event of Default has occurred and is continuing, any Business Day as determined by the Administrative Agent in its sole discretion.

          “ CAM ” shall mean the mechanism for the allocation and exchange of interests in the Loans and extensions of credit under Ancillary Facilities, participations in Letters of Credit and collections thereunder established under Article XI.

          “ CAM Exchange ” shall mean the exchange of the Lenders’ interests provided for in Section 11.01.

          “ CAM Exchange Date ” shall mean the first date after the Closing Date on which there shall occur (a) any event described in paragraph (h) or (i) of Section 7.01 with respect to any Borrower or (b) an acceleration of Loans pursuant to Section 7.01.

          “ CAM Percentage ” shall mean, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the sum of (i) the Dollar Equivalent, determined using the Exchange Rates calculated as of the CAM Exchange Date, of the aggregate Obligations in respect of Loans (other than Swingline Loans) owed to such Lender, (ii) the Revolving L/C Exposure, if any, of such Lender, (iii) the Swingline Exposure, if any, of such Lender, and (iv) the Ancillary Facility Exposure, if any, of such Lender, in each case immediately prior to the CAM Exchange Date, and (b) the denominator shall be the sum of (i) the Dollar Equivalent, determined using the Exchange Rates calculated as of the CAM Exchange Date, of the aggregate Obligations in respect of Loans (other than Swingline Loans) owed to all the Lenders, (ii) the aggregate Revolving L/C Exposure of all the Lenders, (iii) the Swingline Exposures of all Lenders and (iv) the Ancillary Facility Exposures of all Lenders, in each case immediately prior to the CAM Exchange Date; provided that, for purposes of clause (a) above, the Obligations owed to a Swingline Lender will be deemed not to include any Swingline Loans except to the extent provided in clause (a)(iii) above.

          “ Capital Expenditures ” shall mean, for any person in respect of any period, the aggregate of all expenditures incurred by such person during such period that, in accordance with GAAP, are or should be included in “additions to property, plant or equipment” or similar items reflected in the statement of cash flows of such person, provided, however, that Capital Expenditures for the U.S. Borrower and the Subsidiaries shall not include (a) expenditures to the extent they are made with the proceeds of the issuance of Equity Interests of Holdings after the Closing Date or with funds that would have constituted Net Proceeds under clause (a) of the definition of the term “ Net Proceeds ” (but that will not constitute Net Proceeds as a result of the first proviso to such clause (a)), (b) expenditures of proceeds of insurance settlements, condemnation awards and other settlements in respect of lost, destroyed, damaged or condemned assets, equipment or other property to the extent such expenditures are made to replace or repair such lost, destroyed, damaged or condemned assets, equipment or other property or otherwise to acquire, maintain, develop, construct, improve, upgrade or repair assets or properties useful in the business of the U.S. Borrower and the Subsidiaries within 12 months of receipt of such proceeds, (c) interest capitalized during such period, (d) expenditures that are accounted for as capital expenditures of such person and that actually are paid for by a third party (excluding Holdings or any subsidiary thereof) and for which neither Holdings nor any subsidiary thereof has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third party

or any other person (whether before, during or after such period), (e) the book value of any asset owned by such person prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period, provided that (i) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period that such expenditure actually is made and (ii) such book value shall have been included in Capital Expenditures when such asset was originally acquired, (f) the purchase price of equipment purchased during such period to the extent the consideration therefor consists of any combination of (i) used or surplus equipment traded in at the time of such purchase and (ii) the proceeds of a concurrent sale of used or surplus equipment, in each case, in the ordinary course of business and (g) investments in respect of a Permitted Business Acquisition.

          “ Capital Lease Obligations ” of any person shall mean the obligations of such person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person under GAAP and, for purposes hereof, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

          “ cash equivalents ” shall mean Permitted Investments having a term of not more than three months.

          “ Cash Interest Expense ” shall mean, with respect to the U.S. Borrower and the Subsidiaries on a consolidated basis for any period, the sum of Interest Expense of the U.S. Borrower and the Subsidiaries for such period less the sum of (a) pay-in-kind Interest Expense, (b) to the extent included in Interest Expense (and without duplication), the amortization of any financing fees paid by, or on behalf of, the U.S. Borrower or any of the Subsidiaries, including such fees paid in connection with the Restatement Transactions (including any such fees paid by Holdings from the proceeds of distributions from the U.S. Borrower) and (c) the amortization of debt discounts, if any, or fees in respect of Swap Agreements.

          A “ Change in Control ” shall be deemed to occur if:

     (a) at any time, (i) Holdings shall fail to own directly, beneficially and of record, 100% of the issued and outstanding Equity Interests of Intermediate Holdings (or the surviving entity in any merger of Intermediate Holdings and the U.S. Borrower pursuant to Section 6.05(b)), unless and until such time as Intermediate Holdings (or such surviving entity) is merged with Holdings pursuant to Section 6.05(b), (ii) Intermediate Holdings (or the surviving entity in any merger of Intermediate Holdings and Holdings pursuant to Section 6.05(b)) shall fail to own directly, beneficially and of record, 100% of the issued and outstanding Equity Interests of the U.S. Borrower, unless and until such time as Intermediate Holdings (or such surviving entity) is merged with the U.S.

Borrower pursuant to Section 6.05(b), (iii) a majority of the seats (other than vacant seats) on the Board of Directors of Holdings shall at any time be occupied by persons who were neither (A) nominated by the Board of Directors of Holdings or a Permitted Holder nor (B) appointed by directors so nominated or (iv) a “Change in Control” shall occur under the New Senior Note Indentures;

     (b) any person or group (within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on the Closing Date), other than the Permitted Holders or any combination of the Permitted Holders, shall own beneficially, directly or indirectly, in the aggregate Equity Interests representing at least 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings and the Permitted Holders own beneficially, directly or indirectly, a smaller percentage of such ordinary voting power at such time than the Equity Interests owned by such other person or group.

          “ Change in Law ” shall mean (a) the adoption of any law, rule or regulation after the Closing Date, (b) any change in law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender or Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Closing Date.

          “ Charges ” shall have the meaning assigned to such term in Section 9.09.

          “ Closing Date ” shall mean February 28, 2003.

          “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time.

          “ Collateral ” shall mean all the “Collateral” as defined in any Security Document and shall also include the Mortgaged Properties.

          “ Collateral Agent ” shall have the meaning given such term in the introductory paragraph of this Agreement.

          “ Collateral and Guarantee Requirement ” shall mean the requirement that:

     (a) the Collateral Agent shall have received (i) from Holdings, Intermediate Holdings, the U.S. Borrower and each Domestic Subsidiary Loan Party, a counterpart of the U.S. Collateral Agreement duly executed and delivered on behalf of such person, (ii) from each Subsidiary listed on Schedule 1.01(d), a counterpart of a Foreign Pledge Agreement with respect to the amount of the Equity Interests of each Foreign Subsidiary listed opposite such Subsidiary on such Schedule, duly executed and delivered on behalf of such party, (iii) except as set forth on Schedule 1.01(g), from each Foreign Subsidiary Loan Party a counterpart of a Foreign Security Agreement and a Foreign Mortgage, duly

executed and delivered on behalf of such Foreign Subsidiary, (iv) except as set forth on Schedule 1.01(g), from each Foreign Subsidiary Loan Party a counterpart of the Foreign Guarantee, duly executed and delivered on behalf of each such person, (v) from Finco, a counterpart of the Finco Guarantee and Foreign Pledge Agreements, with respect to its interest in certain of the Foreign Acquiror Notes, in each case, duly executed and delivered on behalf of Finco and (vi) from the U.S. Borrower and each Domestic Subsidiary Loan Party thereto a counterpart of the First-Tier Subsidiary Pledge Agreement, duly executed and delivered on behalf of each such person;

     (b) in the case of any person that becomes a Domestic Subsidiary Loan Party after the Closing Date, the Collateral Agent shall have received from such subsidiary (i) a supplement to the U.S. Collateral Agreement, in the form specified therein, duly executed and delivered on behalf of such Domestic Subsidiary Loan Party, (ii) if such Subsidiary owns Equity Interests of a Foreign Subsidiary that, as a result the law of the jurisdiction or organization of such Foreign Subsidiary, cannot be pledged to the Collateral Agent under the U.S. Collateral Agreement, a counterpart of a Foreign Pledge Agreement with respect to such Equity Interests ( provided that in no event shall more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, other than Finco, be pledged to secure Obligations of the U.S. Borrower), duly executed and delivered on behalf of such Subsidiary and (iii) a supplement to the First-Tier Subsidiary Pledge Agreement or a Foreign Pledge Agreement, as applicable, with respect to the portion that is not being pledged pursuant to clause (ii) above of the Equity Interests of a Foreign Subsidiary owned by it, duly executed and delivered on behalf of such Subsidiary;

     (c) in the case of any person that becomes a Foreign Subsidiary Loan Party after the Closing Date, the Collateral Agent shall have received (i) from such person (x) subject to clause (iii) of Section 5.10(f), a counterpart of a Foreign Security Agreement and (if applicable) a Foreign Mortgage, duly executed and delivered on behalf of such person and (y) a supplement to the Foreign Guarantee, in the form specified therein, duly executed and delivered on behalf of such person and (ii) from the parent of such Foreign Subsidiary, a counterpart of a Foreign Pledge Agreement duly executed and delivered on behalf of such parent;

     (d) all the issued and outstanding Equity Interests (i) of (A) Intermediate Holdings (or the surviving entity of any merger of Intermediate Holdings and the U.S. Borrower pursuant to Section 6.05(b)), until such time as Intermediate Holdings (or such surviving entity) is merged with Holdings (or the surviving entity of any merger of Intermediate Holdings and Holdings) pursuant to Section 6.05(b), (B) the U.S. Borrower, until such time as the U.S. Borrower is merged with Intermediate Holdings pursuant to Section 6.05(b), (C) each Domestic Subsidiary Loan Party, (D) each Foreign Subsidiary Loan Party, (E) each Wholly Owned Subsidiary directly owned by or on behalf of (1) the U.S. Borrower, (2) a Subsidiary listed on Schedule 1.01(e), (3) any Domestic Subsidiary Loan Party or (4) subject to clause (iii) of Section 5.10(f), any person

that becomes a Foreign Subsidiary Loan Party after the Closing Date, (ii) of any other person owned on the Closing Date directly by or on behalf by any Loan Party, subject to Section 5.10(h) and except to the extent that a pledge of such Equity Interests would violate applicable law or a contractual obligation binding upon such Equity Interests as of the Closing Date and for so long as such restriction exists and (iii) subject to Section 5.10(h), that are acquired by a Loan Party after the Closing Date, shall have been pledged pursuant to the U.S. Collateral Agreement or a Foreign Pledge Agreement, as applicable ( provided that in no event shall more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, other than Finco, be pledged to secure Obligations of the U.S. Borrower), and the Collateral Agent shall have received all certificates or other instruments (if any) representing such Equity Interests, together with stock powers or other instruments of transfer with respect thereto endorsed in blank;

     (e) all Indebtedness of Holdings, Intermediate Holdings, the U.S. Borrower and each Subsidiary having an aggregate principal amount that has a Dollar Equivalent in excess of $10,000,000 (other than intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the U.S. Borrower and the Subsidiaries) that is owing to any Loan Party shall be evidenced by a promissory note or an instrument and shall have been pledged pursuant to the U.S. Collateral Agreement or a Foreign Pledge Agreement, as applicable, and the Collateral Agent shall have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank;

     (f) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents (in each case, including any supplements thereto) and perfect such Liens to the extent required by, and with the priority required by, the Security Documents, shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or the recording concurrently with, or promptly following, the execution and delivery of each such Security Document;

     (g) the Collateral Agent shall have received (i) counterparts of each Mortgage to be entered into on the Closing Date with respect to each Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property, (ii) a policy or policies of title insurance, paid for by the U.S. Borrower, issued by a nationally recognized title insurance company insuring the Lien of each U.S. Mortgage specified on Schedule 3.18 as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as permitted by Section 6.02 and Liens arising by operation of law, together with such endorsements, coinsurance and reinsurance as the Collateral Agent may reasonably request, and (iii) such legal opinions and other documents as the Collateral Agent may reasonably request with respect to any such Mortgage or Mortgaged Property; and

     (h) each Loan Party shall have obtained (i) all consents and approvals required to be obtained by it in connection with (A) the execution and delivery of all Security Documents (or supplements thereto) to which it is a party and the granting by it of the Liens thereunder, (B) in the case of each Domestic Subsidiary Loan Party, the performance of its obligations thereunder and (C) in the case of each Foreign Subsidiary Loan Party, the performance of its obligations under the Foreign Guarantee and (ii) in the case of a Foreign Subsidiary Loan Party, all material consents and approvals required to be obtained by it in connection with the performance by it of its obligations under the Security Documents (other than the Foreign Guarantee).

          “ Collateral Release Period ” shall mean any period after the repayment of all outstanding Tranche B-1 Term Loans and, if applicable, Incremental Extensions of Credit in the form of tranche B facilities during which the U.S. Borrower has at least one Investment Grade Rating (determined without regard to any form of credit enhancement), provided that each such Collateral Release Period shall commence upon written notice by the U.S. Borrower to the Administrative Agent and shall terminate, if requested by the Required Lenders, on the first date following the commencement of such Collateral Release Period on which the U.S. Borrower has no Investment Grade Ratings (determined without regard to any form of credit enhancement).

          “ Commitment Fee ” shall have the meaning assigned to such term in Section 2.12(a).

          “ Commitments ” shall mean, (a) with respect to any Lender, such Lender’s Global Revolving Facility Commitment, U.S. Revolving Facility Commitment, or any commitment in respect of any Incremental Extension of Credit, and (b) with respect to any Swingline Lender, its Swingline Dollar Commitment or Swingline Foreign Currency Commitment, as applicable.

          “ Concentration Account ” means each deposit account located in the United States of the U.S. Borrower or any Domestic Subsidiary Loan Party that (a) is listed on Schedule 3.22 or (b) is opened after the Restatement Effective Date and is used by the U.S. Borrower or any Domestic Subsidiary Loan Party as a principal concentration account or otherwise used for substantially the same purposes as any account referred to in clause (a) above.

          “ Consolidated Net Income ” means, with respect to any person for any period, the aggregate of the Net Income of such person and its subsidiaries for such period, on a consolidated basis; provided, however, that (i) any net after-tax extraordinary gains or losses ( less all fees and expenses relating thereto) shall be excluded, (ii) any net after-tax gains or losses on disposal of discontinued operations shall be excluded, (iii) any net after-tax gains or losses ( less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business (as determined in good faith by the U.S. Borrower) shall be excluded, (iv) the Net Income for such period of any person that is not a subsidiary of such person, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or

distributions or other payments paid in cash (or to the extent converted into cash) to the referent person or a subsidiary thereof in respect of such period, (v) the Net Income for such period of any subsidiary of such person shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or in similar distributions has been legally waived, (vi) in the case of the U.S. Borrower, Consolidated Net Income for such period shall be decreased by the amount of all payments made during such period pursuant to Sections 6.06(b) and used by Holdings or Intermediate Holdings to make payments that reduce the Consolidated Net Income of Holdings or Intermediate Holdings, as applicable, for such period, (vii) Consolidated Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period and (viii) Consolidated Net Income for such period shall be (x) increased by the amount of the net after-tax premium paid in respect of debt repurchases or redemptions during such period and (y) decreased by any net after-tax gains in respect of debt repurchases or redemptions during such period.

          “ Consolidated Total Assets ” shall mean, as of any date, the total assets of the U.S. Borrower and the consolidated Subsidiaries, determined in accordance with GAAP, as set forth on the consolidated balance sheet of the U.S. Borrower as of such date.

          “ Consolidated Total Debt ” at any date shall mean the sum of (without duplication), (a) all Indebtedness consisting of Capital Lease Obligations, Indebtedness for borrowed money and Indebtedness in respect of the deferred purchase price of property or services of the U.S. Borrower and the Subsidiaries determined on a consolidated basis on such date plus (b) the “Aggregate Principal Balance” (as defined in the Receivables Loan Agreement) or any analogous term in any replacement or amendment of the Receivables Loan Agreement plus, (c) without duplication , the aggregate principal amount of any financing of, or Net Investment in, accounts receivable that constitutes a Permitted Receivables Financing.

          “ Consolidated Total Net Debt ” at any time shall mean (a) Consolidated Total Debt minus (b) Unrestricted Cash in excess of $100,000,000; provided that no more than $500,000,000 of Unrestricted Cash may be deducted in calculating Consolidated Total Net Debt at any time.

          “ Consolidated Total Senior Secured Debt ” at any date shall mean the aggregate principal amount of Consolidated Total Debt outstanding at such date secured by a Lien on any assets of Holdings, Intermediate Holdings, the U.S. Borrower or any Subsidiary (other than (i) any Second-Priority Lien and (ii) any Lien on assets of a Subsidiary that is not a Loan Party securing Indebtedness of a Subsidiary that is not a Loan Party), it being understood that, for the purposes of this definition, any portion of Consolidated Total Debt attributable to clause (b) or (c) of the definition thereof shall be

deemed to be secured by a Lien on the assets of Holdings, Intermediate Holdings, the U.S. Borrower or any Subsidiary and shall be included in the calculation of Consolidated Total Senior Secured Debt for all purposes hereunder.

          “ Consolidated Total Senior Secured Net Debt ” at any time shall mean (a) Consolidated Total Senior Secured Debt minus (b) Unrestricted Cash in excess of $100,000,000; provided that no more than $500,000,000 of Unrestricted Cash may be deducted in calculating Consolidated Total Senior Secured Net Debt at any time.

          “ Control ” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and “ Controlling ” and “ Controlled ” shall have meanings correlative thereto.

          “ Credit Event ” shall have the meaning assigned to such term in Article IV.

          “ Cumulative Net Income Amount ” shall mean, at any time, an amount equal to (a) the product of (i) Consolidated Net Income for the period (taken as one accounting period) commencing on July 4, 2009 to the end of the most recently completed fiscal quarter for which financial statements are delivered pursuant to Section 5.04 and (ii) 0.50, minus (b) the aggregate amount of such Consolidated Net Income that has been utilized, or committed to be utilized, prior to such time to purchase or redeem, or pay dividends or make other distributions in respect of, Equity Interests of Holdings pursuant to Section 6.06(e)(B) or Section 6.06(f)(B), minus (c) the aggregate amount of such Consolidated Net Income that has been utilized, or committed to be utilized, prior to such time to purchase, redeem, retire or otherwise acquire New Senior Notes, Permitted Junior Debt or Permitted Notes Refinancing Indebtedness pursuant to clause (E)(2) of Section 6.09(b)(i).

          “ Cure Amount ” shall have the meaning provided in Section 7.03.

          “ Cure Right ” shall have the meaning provided in Section 7.03.

          “ Currency ” shall mean Dollars, Euros and Sterling.

          “ Current Assets ” shall mean, with respect to the U.S. Borrower and the Subsidiaries on a consolidated basis at any date of determination, the sum of (a) all assets (other than cash and Permitted Investments or other cash equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of the U.S. Borrower and the Subsidiaries as current assets at such date of determination, other than amounts related to current or deferred Taxes based on income or profits (including the Michigan Single Business Tax and similar Taxes) and (b) in the event that the Permitted Receivables Financing is accounted for off-balance sheet, (x) gross accounts receivable sold by the U.S. Borrower or any Subsidiary pursuant to a Permitted Receivables Financing less (y) collections against the amounts sold pursuant to clause (x).

          “ Current Liabilities ” shall mean, with respect to the U.S. Borrower and the Subsidiaries on a consolidated basis at any date of determination, all liabilities that

would, in accordance with GAAP, be classified on a consolidated balance sheet of the U.S. Borrower and the Subsidiaries as current liabilities at such date of determination, other than (a) the current portion of any debt or Capital Lease Obligations, (b) accruals of Interest Expense (excluding Interest Expense that is due and unpaid), (c) accruals for current or deferred Taxes based on income or profits (including the Michigan Single Business Tax and similar Taxes), (d) accruals, if any, of transaction costs resulting from the Transactions, (e) accruals of any costs or expenses related to (i) severance or termination of employees prior to the Closing Date or (ii) bonuses, pension and other post-retirement benefit obligations, (f) the current portion of the obligations of the U.S. Borrower and the Subsidiaries under the Trust Agreement between Lucas and Fidelity Management Trust dated as of October 1, 1995, with respect to the Varity Automotive Inc. Deferred Compensation Plan and the Varity Automotive Inc. Deferred Compensation Trust Agreement dated as of November 1, 1997, with respect to the Varity Automotive Supplemental Compensation and Deferred Compensation Plan and (g) accruals for add-backs to EBITDA included in clauses (a)(v) through (a)(ix) of paragraph (B) of the definition of such term.

          “ Debt Offering Net Proceeds ” shall mean 100% of the cash proceeds from the incurrence, issuance or sale by the U.S. Borrower of any Permitted Junior Debt, net of all Taxes and fees (including investment banking fees), commissions, costs and other expenses, in each case incurred in connection with such incurrence of Permitted Junior Debt. For purposes of calculating the amount of Debt Offering Net Proceeds, fees, commissions and other costs and expenses payable to Holdings, Intermediate Holdings or the U.S. Borrower or any Affiliate of either of them shall be disregarded, except for financial advisory fees customary in type and amount paid to Affiliates of the Fund.

          “ Debt Service ” shall mean, with respect to the U.S. Borrower and the Subsidiaries on a consolidated basis for any period, Cash Interest Expense for such period plus scheduled principal amortization of Consolidated Total Debt for such period (whether or not such payments are made).

          “ Default ” shall mean any event or condition that upon notice, lapse of time or both would constitute an Event of Default.

          “ Defaulting Lender ” shall mean any Lender or Ancillary Lender with respect to which a Lender Default is in effect.

          “ Designated Non-Cash Consideration ” shall mean all non-cash consideration received by the U.S. Borrower or any Subsidiary in respect of any sale, transfer or other disposition of assets pursuant to Section 6.05(h) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer, which certificate shall set forth the fair market value of such Designated Non-Cash Consideration and the basis of such valuation.

          “ Dollars” or “ $ ” shall mean lawful money of the United States of America.

          “ Dollar Equivalent ” shall mean, on any date of determination (a) with respect to any amount in Dollars, such amount, and (b) with respect to any amount in any Foreign Currency, the equivalent in Dollars of such amount, determined by the Administrative Agent pursuant to Section 1.03(b) using the Exchange Rate with respect to such Foreign Currency at the time in effect under the provisions of such Section.

          “ Dollar Letter of Credit ” shall mean a Letter of Credit denominated in Dollars.

          “ Domestic Subsidiary Loan Party ” shall mean each Wholly Owned Subsidiary that is not (a) a Foreign Subsidiary, (b) the Receivables Subsidiary, (c) the Transferor or (d) listed on Schedule 1.01(h).

          “ EBITDA ” shall mean, with respect to the U.S. Borrower and the Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the U.S. Borrower and the Subsidiaries for such period:

      plus (a) the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) through (ix) of this clause (a) reduced such Consolidated Net Income for the respective period for which EBITDA is being determined) (i) provision for Taxes based on income or profits of the U.S. Borrower and the Subsidiaries (including the Michigan Single Business Tax and similar Taxes) for such period and provision for Taxes based on income or profits of Holdings and Intermediate Holdings during such period to the extent paid using the proceeds of dividends made by the U.S. Borrower in accordance with Section 6.06(b), (ii) Interest Expense of the U.S. Borrower and the Subsidiaries for such period, (iii) depreciation and amortization expense of the U.S. Borrower and the Subsidiaries for such period, (iv) any fees, expenses or charges related to any equity offering, any investment or acquisition permitted hereunder or occurring prior to the Closing Date, any recapitalization permitted hereunder or any Indebtedness permitted to be incurred hereunder (whether or not successful) and fees, expenses, charges or change of control payments related to the Transactions (including fees to the Fund and Fund Affiliates) or the acquisition by Northrop Grumman Corporation of TRW Inc., (v) the amount of any cash restructuring or other nonrecurring charges incurred not in excess of (A) $30,000,000 in fiscal year 2004, (B) $50,000,000 in fiscal years 2005, 2006, 2007 and 2008, (C) $90,000,000 in fiscal year 2009 or (D) $50,000,000 in any fiscal year thereafter, (vi) any other noncash charges, including increases in costs of sales resulting from purchase accounting in relation to the Transactions or any acquisition (but excluding any such charge which requires an accrual of a cash reserve for anticipated cash charges for any future period and any noncash expense relating to defined benefits pension or post-retirement benefit plans), (vii) the amount of any minority interest expense, (viii) noncash exchange, translation or performance losses relating to any foreign currency hedging transactions or currency fluctuations and (ix) the amount of management, consulting, monitoring and advisory fees paid to the Fund and/or Fund Affiliates (or any accruals related to such fees) during such period not to exceed $7,500,000

during any four quarter period ( provided that, for purposes of subclauses (vi) and (viii) of this clause (a), any noncash charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made),

      minus (b) the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) through (iii) of this clause (b) increased such Consolidated Net Income for the respective period for which EBITDA is being determined) (i) the amount of any minority interest income, (ii) noncash exchange, translation or performance gains relating to any foreign currency hedging transactions or currency fluctuations and (iii) noncash items increasing Consolidated Net Income of the U.S. Borrower and the Subsidiaries for such period (but excluding any such items (A) in respect of which cash was received in a prior period or will be received in a future period, (B) which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period or (C) which constitute noncash gains or income relating to defined benefits pension or post-retirement benefit plans).

          “ Eligible Borrower ” shall mean the U.S. Borrower or any Foreign Subsidiary Borrower that has been designated under Section 2.20 to make Borrowings under the Global Revolving Facilities.

          “ EMU Legislation ” shall mean the legislative measures of the European Union for the introduction of, changeover to or operation of the Euro in one or more member states of the European Union.

          “ environment ” shall mean ambient air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, the workplace or as otherwise defined in any Environmental Law.

          “ Environmental Laws ” shall mean all applicable laws (including common law), rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of, or exposure to, any Hazardous Material or to health and safety matters (to the extent relating to the environment or Hazardous Materials).

          “ Environmental Liability ” shall mean any liability, contingent or otherwise (including any liability for damages, costs of environmental investigation or remediation, fines, penalties or indemnities), of Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries directly or indirectly resulting from or based upon (a) a violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment, or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

          “ Equity Contributions ” shall have the meaning assigned to such term in the preamble to this Agreement.

          “ Equity Interests ” of any person shall mean any and all shares, interests, rights to purchase, warrants, options, participation or other equivalents of or interests in (however designated) equity of such person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest.

          “ Equity Offering ” shall mean any public or private sale of common stock of Holdings, other than public offerings with respect to the common stock of Holdings registered on Form S-8 under the Securities Act (or any successor form thereto).

          “ Equity Offering Net Proceeds ” shall mean the cash proceeds from any Equity Offering, net of all fees (including investment banking fees), discounts, commissions, costs and other expenses, in each case incurred in connection with such Equity Offering. In connection with the calculation of the Equity Offering Net Proceeds with respect to any Equity Offering, all fees, discounts, commissions, costs and expenses shall be allocated among the shares sold in such Equity Offering on a pro rata basis.

          “ Equity Sweep Event ” shall mean the issuance by Holdings, Intermediate Holdings, the U.S. Borrower or any Subsidiary of any Equity Interests, or the receipt by Holdings, Intermediate Holdings, the U.S. Borrower or any Subsidiary of any capital contribution, other than (i) any such issuance of Equity Interests to, or receipt of any such capital contribution from, Holdings, Intermediate Holdings, the U.S. Borrower or any Subsidiary, (ii) any issuance of directors’ qualifying shares or of nominal amounts of other Equity Interests that are required to be held by specified persons under applicable law, or (iii) any such issuance of Equity Interests to management or employees of Holdings, Intermediate Holdings, the U.S. Borrower or any Subsidiary under any employee stock option or stock purchase plan or other employee benefit plan in existence from time to time. For the avoidance of doubt, the receipt by the U.S. Borrower of any Cure Amounts shall be deemed to be an Equity Sweep Event.

          “ Equity Sweep Net Proceeds ” shall mean 100% of the cash proceeds from any Equity Sweep Event, net of all fees (including investment banking fees), discounts, commissions, costs and other expenses, in each case incurred in connection with such Equity Sweep Event. In connection with the calculation of the Equity Sweep Net Proceeds with respect to any Equity Sweep Event, all fees, discounts, commissions, costs and expenses shall be allocated among the shares sold in such Equity Sweep Event on a pro rata basis.

          “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

          “ ERISA Affiliate ” shall mean any trade or business (whether or not incorporated) that, together with Holdings, Intermediate Holdings, the U.S. Borrower or a Subsidiary is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

          “ ERISA Event ” shall mean (a) any Reportable Event; (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA) and, on and after the effectiveness of Title I of the Pension Act, any failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by Holdings, Intermediate Holdings, the U.S. Borrower, a Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan; (e) the receipt by Holdings, Intermediate Holdings, the U.S. Borrower, a Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (f) the incurrence by Holdings, Intermediate Holdings, the U.S. Borrower, a Subsidiary or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (g) the receipt by Holdings, Intermediate Holdings, the U.S. Borrower, a Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from Holdings, Intermediate Holdings, the U.S. Borrower, a Subsidiary or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA (or, after the effectiveness of Title II of the Pension Act, that it is in endangered or critical status, within the meaning of Section 305 of ERISA); or (h) on and after the effectiveness of Title I of the Pension Act, a determination that any Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4)(A) of ERISA or Section 430(i)(4)(A) of the Code).

          “ Euro ” or “ € ” shall mean the single currency of the European Union as constituted by the treaty establishing the European Community being the Treaty of Rome, as amended from time to time and as referred to in the EMU Legislation.

          “ Euro Equivalent ” shall mean, on any date of determination, (a) with respect to any amount in Euros, such amount and (b) with respect to any amount in Dollars or any Foreign Currency other than Euros, the equivalent in Euros of such amount or determined by the Administrative Agent pursuant to Section 1.03(b) using the Exchange Rate with respect to such currency of the time in effect under the provisions of such Section.

          “ Eurocurrency Borrowing ” shall mean a Borrowing comprised of Eurocurrency Loans.

          “ Eurocurrency Loan ” shall mean any Eurocurrency Term Loan or Eurocurrency Revolving Loan.

          “ Eurocurrency Revolving Borrowing ” shall mean a Borrowing comprised of Eurocurrency Revolving Loans.

          “ Eurocurrency Revolving Loan ” shall mean any Revolving Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance with the provisions of Article II.

          “ Eurocurrency Term Loan ” shall mean any Term Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance with the provisions of Article II.

          “ Event of Default ” shall have the meaning given such term in Section 7.01.

          “ Excess Cash Flow ” shall mean, with respect to the U.S. Borrower and the Subsidiaries on a consolidated basis for any Excess Cash Flow Period, EBITDA of the U.S. Borrower and the Subsidiaries on a consolidated basis for such Excess Cash Flow Period,

      minus , without duplication, (a) Debt Service for such Excess Cash Flow Period, (b) (i) any voluntary prepayments of Term Loans during such Excess Cash Flow Period, (ii) any permanent voluntary reductions during such Excess Cash Flow Period of Revolving Credit Commitments to the extent that an equal amount of Revolving Loans was simultaneously repaid and (iii) any voluntary prepayment permitted hereunder of term Indebtedness during such Excess Cash Flow Period to the extent not financed, or intended to be financed, using the proceeds of the incurrence of Indebtedness, so long as the amount of such prepayment is not already reflected in Debt Service, (c) (i) Capital Expenditures by the U.S. Borrower and the Subsidiaries on a consolidated basis during such Excess Cash Flow Period (excluding Capital Expenditures made in such Excess Cash Flow Period where a certificate in the form contemplated by the following clause (d) was previously delivered) that are paid in cash and (ii) the aggregate consideration paid in cash during such Excess Cash Flow Period in respect of Permitted Business Acquisitions and other investments permitted hereunder ( less any amounts received in respect thereof as a return of capital), (d) Capital Expenditures that the U.S. Borrower or any Subsidiary shall, during such Excess Cash Flow Period, become obligated to make but that are not made during such Excess Cash Flow Period, provided that the U.S. Borrower shall deliver a certificate to the Administrative Agent not later than 90 days after the end of such Excess Cash Flow Period, signed by a Responsible Officer of the U.S. Borrower and certifying that such Capital Expenditures and the delivery of the related equipment will be made in the following Excess Cash Flow Period, (e) Taxes paid in cash by the U.S. Borrower and the Subsidiaries on a consolidated basis during such Excess Cash Flow Period or that will be paid within six months after the close of such Excess Cash Flow Period ( provided that any amount so deducted that will be paid after the close of such Excess Cash Flow Period shall not be deducted again in a subsequent Excess Cash Flow Period) and for which reserves have been established, including income tax expense and withholding tax expense incurred in connection with cross-border transactions involving the Foreign Subsidiaries, (f) an amount equal to any increase in Working Capital of the U.S.

Borrower and the Subsidiaries for such Excess Cash Flow Period, (g) to the extent not deducted in determining EBITDA, consulting, monitoring and advisory fees paid to the Fund and Fund Affiliates during such Excess Cash Flow Period, (h) cash expenditures made in respect of Swap Agreements during such Excess Cash Flow Period, to the extent not reflected in the computation of EBITDA or Interest Expense, (i) permitted dividends or distributions or repurchases of its Equity Interests paid in cash by Holdings during such Excess Cash Flow Period and permitted dividends paid by the U.S. Borrower or by any Subsidiary to any person other than the U.S. Borrower or any of the other Subsidiaries during such Excess Cash Flow Period, in each case in accordance with Section 6.06, (j) amounts paid in cash during such Excess Cash Flow Period on account of (x) items that were accounted for as noncash reductions of the Consolidated Net Income of the U.S. Borrower and the Subsidiaries in a prior Excess Cash Flow Period and (y) reserves or accruals established in purchase accounting, (k) extraordinary special charges or any nonrecurring loss paid in cash during such Excess Cash Flow Period, (l) to the extent not deducted in the computation of Net Proceeds in respect of any asset disposition or condemnation giving rise thereto, the amount of any mandatory prepayment of Indebtedness (other than Indebtedness created hereunder or under any other Loan Document), together with any interest, premium or penalties required to be paid (and actually paid) in connection therewith, (m) the amount, if any, by which consolidated deferred revenues of the U.S. Borrower and the Subsidiaries decreased during such Excess Cash Flow Period, (n) the amount related to items that were added to Consolidated Net Income in calculating EBITDA to the extent such items represented a cash payment, or an accrual for a cash payment, by the U.S. Borrower and the Subsidiaries on a consolidated basis during such Excess Cash Flow Period, (o) the amount of minority interest expense added to Consolidated Net Income in calculating EBITDA for such Excess Cash Flow Period and (p) any income relating to defined benefits pension or post-retirement benefit plans and any cash payment relating to defined benefits pension or post-retirement benefit plans net of any amounts received by Holdings, Intermediate Holdings, the U.S. Borrower or any Subsidiary from Northrop Grumman Corporation pursuant to the Purchase Agreement for post-retirement benefit plans,

      plus , without duplication, (q) an amount equal to any decrease in Working Capital for such Excess Cash Flow Period, (r) all proceeds received during such Excess Cash Flow Period of Capital Lease Obligations, purchase money Indebtedness, Sale and Lease-Back Transactions pursuant to Section 6.03 and any other Indebtedness, in each case to the extent used to finance any Capital Expenditure (other than Indebtedness under this Agreement to the extent there is no corresponding deduction to Excess Cash Flow above in respect of the use of such Borrowings), (s) all amounts referred to in clause (c) above to the extent funded with the proceeds of the issuance of Equity Interests of, or capital contributions to, Holdings after the Closing Date (to the extent not previously used to prepay Indebtedness (other than Revolving Loans or Swingline Loans), make any investment or capital expenditure or otherwise for any purpose resulting in a deduction to Excess Cash Flow in any prior Excess Cash Flow Period) or any

amount that would have constituted Net Proceeds under clause (a) of the definition of the term “ Net Proceeds ” if not so spent, in each case to the extent there is a corresponding deduction from Excess Cash Flow above, (t) to the extent any Capital Expenditures and the corresponding delivery of equipment referred to in clause (d) above do not occur in the Excess Cash Flow Period of the U.S. Borrower specified in the certificate of the U.S. Borrower provided pursuant to clause (d) above, the amount of such Capital Expenditures that were not so made in the Excess Cash Flow Period of the U.S. Borrower specified in such certificates, (u) cash payments received in respect of Swap Agreements during such Excess Cash Flow Period to the extent (i) not included in the computation of EBITDA or (ii) such payments do not reduce Cash Interest Expense, (v) any extraordinary or nonrecurring gain realized in cash during such Excess Cash Flow Period (except to the extent such gain consists of Net Proceeds subject to Section 2.11(c)), (w) to the extent deducted in the computation of EBITDA, interest income, (x) the amount, if any, by which consolidated deferred revenues of the U.S. Borrower and the Subsidiaries increased during such Excess Cash Flow Period, (y) the amount related to items that were deducted from Consolidated Net Income in calculating EBITDA to the extent such items represented cash received by the U.S. Borrower and the Subsidiaries on a consolidated basis during such Excess Cash Flow Period, (z) the amount of minority interest income deducted from Consolidated Net Income in calculating EBITDA for such Excess Cash Flow Period and (aa) any expense relating to defined benefits pension or post-retirement benefit plans.

          “ Excess Cash Flow Period ” shall mean (i) the period taken as one accounting period beginning on January 1, 2008, and ending on December 31, 2008, and (ii) each fiscal year of the U.S. Borrower ended thereafter.

          “ Exchange Rate ” shall mean on any day, for purposes of determining the Dollar Equivalent or Euro Equivalent of any other currency, the rate at which such other currency may be exchanged into Dollars, Sterling or Euros (as applicable), as set forth at approximately 11:00 a.m., London time, on such day on the Reuters World Currency Page for such currency. In the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the U.S. Borrower, or, in the absence of such an agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m., Local Time, on such date for the purchase of Dollars, Sterling or Euros (as applicable) for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

          “ Excluded Taxes ” shall mean, with respect to the Agents, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any

obligation of a Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (a) above and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by a Borrower under Section 2.19(b)), any withholding tax (other than a withholding tax levied upon any amounts payable to such Foreign Lender in respect of any interest in any Loan or Ancillary Credit Extension acquired by such Foreign Lender pursuant to Section 11.01) that is in effect and would apply to amounts payable hereunder to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 2.17(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from a Borrower with respect to any withholding tax pursuant to Section 2.17(a).

          “ Exempted Intercompany Investment ” shall mean (a)(i) any investment or series of related investments (valued at the time of the making thereof) by any Borrower or Subsidiary Loan Party in any Subsidiary that is not a Loan Party, (ii) any intercompany loan or series of related intercompany loans by any Borrower or Subsidiary Loan Party to any Subsidiary that is not a Loan Party or (iii) any Guarantee or series of related Guarantees provided by any Borrower or Subsidiary Loan Party of Indebtedness of any Subsidiary that is not a Loan Party, in each case in an amount not in excess of $10,000,000 and (b) any keep-well or similar contingent arrangement provided to Automotive Holdings (France), S.A.S. by a Loan Party ( provided that amounts paid in respect of any such keep-well or similar arrangement shall not constitute an Exempted Intercompany Investment).

          “ Existing Ancillary Facility ” shall mean an Ancillary Facility (as defined in the Existing Credit Agreement).

          “ Existing Lending Commitments ” shall mean, (a) with respect to any Lender, such Lender’s Global Revolving Facility Commitment under the Existing Credit Agreement and U.S. Revolving Facility Commitment under the Existing Credit Agreement, and (b) with respect to any Swingline Lender, its Swingline Dollar Commitment or Swingline Foreign Currency Commitment, as applicable.

          “ Existing Credit Agreement ” shall have the meaning assigned to such term in the preamble to this Agreement.

          “ Facility ” shall mean the respective facility and commitments utilized in making Loans and credit extensions hereunder, it being understood that as of the Restatement Effective Date, there are four Facilities, i.e. , the Tranche A-1 Facility, the Tranche B-1 Facility, the Global Revolving Facility and the U.S. Revolving Facility.

          “ Federal Funds Effective Rate ” shall mean, for any day, the weighted average (rounded upward, if necessary, to the next 1/100 of 1%) of the rates on overnight

Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average (rounded upward, if necessary, to the next 1/100 of 1%) of the quotations for the day of such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

          “ Fees ” shall mean the Commitment Fees, the L/C Participation Fees, the Issuing Bank Fees and the Administrative Agent Fees.

          “ Financial Officer ” of any person shall mean the Chief Financial Officer, principal accounting officer, Treasurer, Assistant Treasurer or Controller of such person.

          “ Financial Performance Covenants ” shall mean the covenants of the U.S. Borrower set forth in Sections 6.10, 6.11 and 6.12.

          “ Finco ” shall mean TRW Automotive Finance (Luxembourg) S.À R.L., a company organized under the laws of Luxembourg and a Wholly Owned Subsidiary.

          “ Finco Equity Contribution ” shall have the meaning assigned to such term in the preamble to this Agreement.

          “ Finco Guarantee ” shall mean the Finco Guarantee Agreement, in the form of Exhibit G, between Finco and the Collateral Agent, as amended, supplemented or otherwise modified from time to time.

          “ Finco Loan ” shall mean the loan from the U.S. Borrower to Finco on the Closing Date in an aggregate principal amount equal to approximately $681,501,000 out of the proceeds of Loans made to the U.S. Borrower on the Closing Date, which loan has been evidenced by a note and pledged pursuant to the Collateral and Guarantee Requirement.

          “ First Amended and Restated Credit Agreement ” shall have the meaning assigned to such term in the preamble to this Agreement.

          “ First Amendment and Restatement Agreement ” shall have the meaning assigned to such term in the preamble to this Agreement.

          “ First-Tier Subsidiary Pledge Agreement ” shall mean the First-Tier Subsidiary Pledge Agreement among the Subsidiaries party thereto and the Collateral Agent.

          “ Foreign Acquiror Equity Contributions ” shall mean direct or indirect equity contributions from the U.S. Borrower to each Foreign Acquiror on the Closing Date in the respective amount set forth on Schedule 1.01(b) in exchange for all the issued and outstanding Equity Interests of such Foreign Acquiror.

          “ Foreign Acquiror Loans ” shall mean loans from Finco to the Foreign Acquirors on the Closing Date in the respective principal amounts set forth on

Schedule 1.01(b) out of the proceeds of the Finco Loan, which loans are evidenced by notes or other instruments reasonably satisfactory to the Collateral Agent.

          “ Foreign Acquirors ” shall mean the Wholly Owned Subsidiaries set forth on Schedule 1.01(b).

          “ Foreign Currency ” shall mean (a) with respect to an Ancillary Facility, any currency reasonably acceptable to the Administrative Agent that is freely available, freely transferable and freely convertible into Dollars and (b) otherwise, Euros and Sterling.

          “ Foreign Currency Letter of Credit ” shall mean a Letter of Credit denominated in a Foreign Currency.

          “ Foreign Guarantee ” shall mean the Foreign Guarantee Agreement, in the form of Exhibit F, among the Foreign Subsidiary Loan Parties and the Collateral Agent, as amended, supplemented or otherwise modified from time to time.

          “ Foreign Lender ” shall mean any Lender that is organized under the laws of a jurisdiction other than that in which the U.S. Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

          “ Foreign Mortgages ” shall mean the mortgages, deeds of trust, charges, assignments of leases and rents and other security documents delivered on or prior to the Restatement Effective Date with respect to Mortgaged Properties located outside the United States of America or pursuant to Section 5.10, each in form and substance reasonably satisfactory to the Collateral Agent.

          “ Foreign Perfection Certificate ” shall mean a certificate with respect to a Foreign Subsidiary Loan Party in the form approved by the Collateral Agent.

          “ Foreign Pledge Agreement ” shall mean (a) each pledge agreement listed on Schedule 1.01(d) and (b) each other pledge agreement with respect to the Pledged Collateral delivered pursuant to Section 5.10 with respect to a Foreign Subsidiary Loan Party or Foreign Subsidiary, in form and substance reasonably satisfactory to the Collateral Agent, in each case, as amended, supplemented or otherwise modified from time to time.

          “ Foreign Security Agreement ” shall mean one or more security agreements, charges, mortgages or pledges with respect to the Collateral (other than Pledged Collateral or Collateral that is subject to a Foreign Mortgage) of a Foreign Subsidiary Loan Party, each in form and substance reasonably satisfactory to the Collateral Agent, as amended, supplemented or otherwise modified from time to time.

          “ Foreign Subsidiary ” shall mean any Subsidiary that is incorporated or organized under the laws of any jurisdiction other than the United States of America, any State thereof or the District of Columbia.

          “ Foreign Subsidiary Borrower ” shall mean, at any time, each Foreign Subsidiary that (a) has entered into a Restatement Effective Date Foreign Subsidiary Borrower Agreement or (b) has been designated as a Foreign Subsidiary Borrower by the U.S. Borrower pursuant to Section 2.20, other than a Foreign Subsidiary Borrower that has ceased to be a Foreign Subsidiary Borrower as provided in Section 2.20; provided , that until such time as such Foreign Subsidiary has become a Foreign Subsidiary Loan Party and has satisfied the requirements described in Section 5.10(f), such Foreign Subsidiary shall be permitted to be a Foreign Subsidiary Borrower solely for purposes of obtaining an Unsecured Ancillary Facility and shall not be permitted to make any other Borrowings hereunder.

          “ Foreign Subsidiary Borrower Agreement ” shall mean a Foreign Subsidiary Borrower Agreement substantially in the form of
Exhibit K-1.

          “ Foreign Subsidiary Borrower Termination ” shall mean a Foreign Subsidiary Borrower Termination substantially in the form of Exhibit J-2.

          “ Foreign Subsidiary Loan Party ” shall mean (a) each Foreign Subsidiary that is set forth on Schedule 1.01(e) and (b) each Wholly Owned Foreign Subsidiary that has met the requirements of Section 5.10(f) after the Restatement Effective Date.

          “ Fortuna ” means Fortuna Assurance Company, a captive insurance company that provides insurance coverage solely for the benefit of the U.S. Borrower and the Subsidiaries.

          “ Fourth Amendment and Restatement Agreement ” shall have the meaning assigned to such term in the preamble to this Agreement.

          “ Fourth Amended and Restated Credit Agreement ” shall have the meaning assigned to such term in the preamble to this Agreement.

          “ Fund ” shall mean Blackstone Capital Partners IV Merchant Banking Fund L.P., a Delaware limited partnership.

          “ Fund Affiliate ” shall mean (i) each Affiliate of the Fund that is neither an operating company nor a company controlled by an operating company and (ii) each general partner of the Fund or any Fund Affiliate who is a partner or employee of the Blackstone Group L.P.

          “ Funded Ancillary Credit Extension ” shall mean, at any time, an extension of credit under an Ancillary Facility in respect of which the applicable Ancillary Lender has advanced funds to, or on behalf of, the Foreign Subsidiary Borrower thereunder.

          “ GAAP ” shall mean generally accepted accounting principles in effect from time to time in the United States, applied on a consistent basis.

          “ Global Lending Office ” shall mean, as to any Global Revolving Facility Lender, the applicable branch, office or Affiliate of such Global Revolving Facility

Lender designated by such Global Revolving Facility Lender to make Loans denominated in a Foreign Currency.

          “ Global Revolving Facility ” shall mean the Global Revolving Facility Commitments and the extensions of credit made thereunder by the Global Revolving Facility Lenders.

          “ Global Revolving Facility Commitment ” shall mean, with respect to each Global Revolving Facility Lender, the commitment of such Global Revolving Facility Lender to make Global Revolving Facility Loans pursuant to Section 2.01, expressed as an amount representing the maximum aggregate permitted amount of such Lender’s Global Revolving Facility Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender under Section 9.04. The amount of each Global Revolving Facility Lender’s Global Revolving Facility Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Global Revolving Facility Lender shall have assumed its Global Revolving Facility Commitment, as applicable. The aggregate amount of the Global Revolving Facility Commitments on the date hereof is $700,000,000.

          “ Global Revolving Facility Credit Exposure ” shall mean, at any time, the sum of (a) the aggregate principal amount of the Global Revolving Facility Loans denominated in Dollars outstanding at such time, (b) the Dollar Equivalent of the aggregate principal amount of the Global Revolving Facility Loans denominated in a Foreign Currency outstanding at such time and (c) the Swingline Foreign Currency Exposure at such time. The Global Revolving Facility Credit Exposure of any Global Revolving Facility Lender at any time shall be the sum of (a) the aggregate principal amount of such Global Revolving Facility Lender’s Global Revolving Facility Loans denominated in Dollars outstanding at such time, (b) the Dollar Equivalent of the aggregate principal amount of such Global Revolving Facility Lender’s Global Revolving Facility Loans denominated in a Foreign Currency outstanding at such time and (c) such Global Revolving Facility Lender’s ratable share (based on Available Unused Commitments) of the Swingline Foreign Currency Exposure at such time, as adjusted to reflect the reallocations of Swingline Foreign Currency Exposures pursuant to Section 2.24.

          “ Global Revolving Facility Lender ” shall mean a Lender with a Global Revolving Facility Commitment or with outstanding Global Revolving Facility Loans.

          “ Global Revolving Facility Loan ” shall mean a Loan made by a Global Revolving Facility Lender in respect of a Global Revolving Facility Commitment pursuant to Section 2.01 (including each Global Revolving Facility Loan made under the Existing Credit Agreement and outstanding as of the Restatement Effective Date). Each Global Revolving Facility Loan denominated in Dollars shall be a Eurocurrency Loan or an ABR Loan, and each Global Revolving Facility Loan denominated in a Foreign Currency shall be a Eurocurrency Loan. !

          “ Governmental Authority ” shall mean any federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body.

          “ Guarantee ” of or by any person (the “ guarantor ”) shall mean (a) any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay or otherwise) or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, (iv) entered into for the purpose of assuring in any other manner the holders of such Indebtedness or other obligation of the payment thereof or to protect such holders against loss in respect thereof (in whole or in part) or (v) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or other obligation, or (b) any Lien on any assets of the guarantor securing any Indebtedness (or any existing right, contingent or otherwise, of the holder of Indebtedness to be secured by such a Lien) of any other person, whether or not such Indebtedness or other obligation is assumed by the guarantor; provided, however, that the term “ Guarantee ” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement.

          “ Hazardous Materials ” shall mean all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

          “ Holdings ” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

          “ Holdings Common Stock ” shall mean common stock issued by Holdings.

          “ Holdings Equity Contribution ” shall have the meaning assigned to such term in the preamble to this Agreement.

          “ Incremental Extensions of Credit ” shall have the meaning assigned to such term in Section 2.23.

          “ Incremental Facility Amendment ” shall have the meaning assigned to such term in Section 2.23.

          “ Incremental Facility Closing Date ” shall have the meaning assigned to such term in Section 2.23.

          “ Incremental Term Loan Net Proceeds ” shall mean 100% of the cash proceeds from the incurrence by any Borrower of any Incremental Extensions of Credit on or after the Restatement Effective Date, net of all Taxes and fees (including investment banking fees), commissions, costs and other expenses, in each case incurred in connection with such incurrence of Incremental Extensions of Credit; provided that the first $50,000,000 (or the Dollar Equivalent thereof) of such net proceeds shall be deemed not to be Incremental Term Loan Net Proceeds.

          “ Indebtedness ” of any person shall mean, without duplication, (a) all obligations of such person for borrowed money, (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such person upon which interest charges are customarily paid, (d) all obligations of such person under conditional sale or other title retention agreements relating to property or assets purchased by such person, (e) all obligations of such person issued or assumed as the deferred purchase price of property or services (other than current trade liabilities and current intercompany liabilities (but not any refinancings, extensions, renewals or replacements thereof) incurred in the ordinary course of business and maturing within 365 days after the incurrence thereof), (f) all Guarantees by such person of Indebtedness of others, (g) all Capital Lease Obligations of such person, (h) all payments that such person would have to make in the event of an early termination, on the date Indebtedness of such person is being determined, in respect of outstanding Swap Agreements, (i) all obligations, contingent or otherwise, of such person as an account party in respect of letters of credit and (j) all obligations of such person in respect of bankers’ acceptances. The Indebtedness of any person shall include the Indebtedness of any partnership in which such person is a general partner, other than to the extent that the instrument or agreement evidencing such Indebtedness expressly limits the liability of such person in respect thereof.

          “ Indemnified Taxes ” shall mean Taxes other than Excluded Taxes.

          “ Indemnitee ” shall have the meaning assigned to such term in Section 9.05(b).

          “ Installment Date ” shall mean a Tranche A Installment Date, a Tranche A-1 Installment Date, a Tranche B Installment Date, a Tranche B-2 Installment Date, a Tranche D Installment Date or a Tranche E Installment Date, as applicable.

          “ Intercreditor Agreement ” shall mean the Intercreditor Agreement dated as of February 28, 2003, among JPMorgan Chase Bank, as Administrative Agent, the Receivables Subsidiary, the U.S. Borrower and the Collateral Agent.

          “ Interest Coverage Ratio ” shall have the meaning given such term in Section 6.11.

          “ Interest Election Request ” shall mean a request by a Borrower to convert or continue a Term Borrowing or Revolving Borrowing in accordance with Section 2.07.

          “ Interest Expense ” shall mean, with respect to any person for any period, the sum of (a) gross interest expense of such person for such period on a consolidated basis, including (i) the amortization of debt discounts, (ii) the amortization of all fees (including fees with respect to Swap Agreements) payable in connection with the incurrence of Indebtedness to the extent included in interest expense, (iii) the portion of any payments or accruals with respect to Capital Lease Obligations allocable to interest expense and (iv) commissions, discounts, yield and other fees and charges incurred in connection with the Permitted Receivables Financing which are payable to any person other than the U.S. Borrower or a Subsidiary Loan Party and (b) capitalized interest of such person. For purposes of the foregoing, gross interest expense shall be determined after giving effect to any net payments made or received by the U.S. Borrower and the Subsidiaries with respect to Swap Agreements.

          “ Interest Payment Date ” shall mean, (a) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing and, in addition, the date of any refinancing or conversion of such Borrowing with or to a Borrowing of a different Type, (b) with respect to any ABR Loan, the last day of each calendar quarter, (c) with respect to any Swingline Dollar Loan, the day that such Swingline Dollar Loan is required to be repaid pursuant to Section 2.09(a) and (d) with respect to any Swingline Foreign Currency Loan, the last day of the Interest Period applicable to such Swingline Foreign Currency Loan or any day otherwise agreed to by the Swingline Foreign Currency Lenders.

          “ Interest Period ” shall mean, (a) as to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as applicable, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter (or (i) 9 or 12 months, if at the time of the relevant Borrowing, all Lenders make interest periods of such length available and (ii) solely with respect to any Eurocurrency Borrowing that is a Revolving Borrowing, 7 or 14 days), as the applicable Borrower may elect, or the date any Eurocurrency Borrowing is converted to an ABR Borrowing in accordance with Section 2.07 or repaid or prepaid in accordance with Section 2.09, 2.10 or 2.11 and (b) as to any Swingline Foreign Currency Borrowing, the period commencing on the date of such Borrowing and ending on the day that is designated in the notice delivered pursuant to Section 2.04 with respect to such Swingline Foreign Currency Borrowing, which shall not be later than the seventh day thereafter; provided, however, that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next

preceding Business Day. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

          “ Intermediate Holdings ” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

          “ Intermediate Holdings Equity Contribution ” shall have the meaning assigned to such term in the preamble to this Agreement.

          “ Intermediate Holdings Loan ” shall mean the loan from the U.S. Borrower to Intermediate Holdings in an aggregate principal amount of $499,000,000 made with the proceeds of the Tranche E Term Loans and approximately $200,000,000 of cash of the U.S. Borrower, which loan has been evidenced by a note and pledged pursuant to the Collateral and Guarantee Requirement.

          “ Investment Grade Rating ” shall mean any of (a) a corporate rating of the U.S. Borrower by S&P of BBB- (with a stable outlook) or better or (b) a corporate family rating of the U.S. Borrower by Moody’s of Baa3 (with a stable outlook) or better.

          “ IPO ” shall have the meaning assigned to such term in the preamble to this Agreement.

          “ IPO Repurchase Transaction ” shall have the meaning assigned to such term in the preamble to this Agreement.

          “ Issuing Bank ” shall mean JPMorgan Chase Bank, N.A., each other Issuing Bank designated pursuant to Section 2.05(l), in each case in its capacity as an issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.05(i). An Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

          “ Issuing Bank Fees ” shall have the meaning assigned to such term in Section 2.12(b).

          “ Judgment Currency ” shall have the meaning assigned to such term in Section 9.17(b).

          “ L/C Disbursement ” shall mean a payment or disbursement made by an Issuing Bank pursuant to a Letter of Credit.

          “ L/C Participation Fee ” shall have the meaning assigned such term in Section 2.12(b).

          “ Lender ” shall mean each financial institution listed on Schedule 2.01, each person that is a Lender under the Existing Credit Agreement as of the Restatement Effective Date, as well as any person that becomes a “Lender” hereunder pursuant to

Section 9.04 or pursuant to an Incremental Facility Amendment, in each case, other than such person that ceases to be a party hereto pursuant to Section 9.04.

          “ Lender Default ” shall mean (i) the refusal (which has not been retracted) of a Lender to make available its portion of any Borrowing, to acquire participations in a Swingline Loan pursuant to Section 2.04 or to fund its portion of any unreimbursed payment under Section 2.05(e), (ii) a Lender having notified in writing the applicable Borrower and/or the Applicable Agent that it does not intend to comply with its obligations under Section 2.04, 2.05 or 2.06 or (iii) the refusal of an Ancillary Lender to extend credit under an Ancillary Facility other than a refusal in accordance with the terms of the applicable Ancillary Facility Document and the terms hereof.

          “ Lenders’ Presentation ” shall mean the Lenders’ Presentation dated June 8, 2009, as modified or supplemented prior to the Restatement Effective Date.

          “ Lender Signature Page ” shall have the meaning assigned to such term in Section 4.01(a)(i).

          “ Letter of Credit ” shall mean any letter of credit issued pursuant to Section 2.05 (including each letter of credit issued (or deemed issued) under the Existing Credit Agreement and outstanding as of the Restatement Effective Date).

          “ Leverage Ratio ” shall mean, on any date, the ratio of (a) Consolidated Total Net Debt as of such date to (b) EBITDA for the period of four consecutive fiscal quarters of the U.S. Borrower most recently ended as of such date, all determined on a consolidated basis in accordance with GAAP; provided that to the extent any Asset Disposition or any Permitted Business Acquisition (or any similar transaction or transactions that require a waiver or a consent of the Required Lenders pursuant to Section 6.04 or Section 6.05) has occurred during the relevant Test Period, EBITDA shall be determined for the respective Test Period on a Pro Forma Basis for such occurrences.

          “ LIBO Rate ” shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, the rate per annum determined by the Applicable Agent at approximately 11:00 a.m., London time, on the Quotation Day for such Interest Period by reference to the British Bankers’ Association Interest Settlement Rates for deposits in the currency of such Borrowing (as reflected on the applicable Telerate screen page), for a period equal to such Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “ LIBO Rate ” shall be the average (rounded upward, if necessary, to the next 1/100 of 1%) of the respective interest rates per annum at which deposits in the currency of such Borrowing are offered for such Interest Period to major banks in the London interbank market by JPMorgan Chase Bank, N.A., at approximately 11:00 a.m., London time, on the Quotation Day for such Interest Period.

          “ Lien ” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation, pledge, encumbrance, charge or security interest in or on such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same

economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

          “ Loan Documents ” shall mean this Agreement, the Letters of Credit, the Security Documents, the Ancillary Facility Documents, the Intercreditor Agreement, any Additional Intercreditor Agreement, any promissory note issued under Section 2.09(e) and any Incremental Facility Amendment.

          “ Loan Parties ” shall mean Holdings, Intermediate Holdings, the Borrowers and the Subsidiary Loan Parties.

          “ Loans ” shall mean the Term Loans, the Revolving Loans, the Swingline Loans and any loans made in respect of any Incremental Extension of Credit.

          “ Local Time ” shall mean (a) with respect to a Loan or Borrowing denominated in Dollars and made from a U.S. Lending Office, New York City time and (b) with respect to a Loan or Borrowing denominated in any Foreign Currency or a Loan or Borrowing denominated in Dollars and made from a Global Lending Office, London time.

          “ London Administrative Office ” shall mean the office of the Administrative Agent at J.P. Morgan Europe Limited, 125 London Wall, London EC2Y 5AJ, England, Attention of Claire Johnson (Telecopy No. 011-44-207-777-2360).

          “ Lucas ” shall mean Lucas Industries Limited, a company organized under the Laws of England and Wales.

          “ Majority Lenders ” of any Facility shall mean, at any time, Lenders under such Facility having Loans, Ancillary Commitments and unused Commitments representing more than 50% of the sum of all Loans outstanding under such Facility, Ancillary Commitments and unused Commitments under such Facility at such time.

          “ Management Equity Loan ” shall mean (a) the loan on the Closing Date by the U.S. Borrower or Holdings to the Management Equity Vehicle in an aggregate principal amount not in excess of $12,000,000 and (b) if applicable, the loan on the Closing Date by the U.S. Borrower to Holdings in an aggregate principal amount equal to the loan, if any, by Holdings to the Management Equity Vehicle on the Closing Date.

          “ Management Equity Vehicle ” shall mean trust accounts pursuant to escrow agreements dated as of February 21, 2003, and as of the Closing Date.

          “ Management Group ” shall mean the group consisting of the directors, executive officers and other management personnel of the U.S. Borrower, Holdings and Intermediate Holdings on the Closing Date together with (1) any new directors whose election by such boards of directors or whose nomination for election by the stockholders of the U.S. Borrower, Holdings, or Intermediate Holdings, as applicable, was approved by a vote of a majority of the directors of the U.S. Borrower, Holdings or Intermediate

Holdings, as applicable, then still in office who were either directors on the Closing Date or whose election or nomination was previously so approved and (2) executive officers and other management personnel of the U.S. Borrower, Holdings or Intermediate Holdings, as applicable, hired at a time when the directors on the Closing Date together with the directors so approved constituted a majority of the directors of the U.S. Borrower, Holdings or Intermediate Holdings, as applicable.

          “ Margin Stock ” shall have the meaning given such term in Regulation U.

          “ Material Adverse Effect ” shall mean the existence of events, conditions and/or contingencies that have had or are reasonably likely to have (a) a materially adverse effect on the business, operations, properties, assets or financial condition of the U.S. Borrower and the Subsidiaries, taken as a whole, (b) a material impairment of the ability of Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries to perform any of its material obligations under any Loan Document to which it is or will be a party or to consummate the Restatement Transactions or (c) an impairment of the validity or enforceability of, or a material impairment of the material rights, remedies or benefits available to the Lenders, any Issuing Bank, the Administrative Agent or the Collateral Agent under, any Loan Document.

          “ Material Indebtedness ” shall mean Indebtedness (other than Loans, Ancillary Credit Extensions and Letters of Credit) of any one or more of the Loan Parties in an aggregate principal amount exceeding $75,000,000.

          “ Maximum Rate ” shall have the meaning provided in Section 9.09.

          “ Moody’s ” shall mean Moody’s Investors Service, Inc.

          “ Mortgaged Properties ” shall mean the owned real properties of the Loan Parties set forth on Schedule 3.18.

          “ Mortgages ” shall mean the U.S. Mortgages and the Foreign Mortgages.

          “ Multiemployer Plan ” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which a Borrower, Holdings, Intermediate Holdings or any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

          “ Net Income ” means, with respect to any person, the net income (loss) of such person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

          “ Net Proceeds ” shall mean (a) 100% of the cash proceeds actually received by Holdings, Intermediate Holdings, the U.S. Borrower or any of the Subsidiaries (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment

receivable or otherwise and including casualty insurance settlements and condemnation awards, but only as and when received) from any loss, damage, destruction or condemnation of, or any sale, transfer or other disposition (including any sale and leaseback of assets and any mortgage or lease of real property) to any person of any asset or assets of the U.S. Borrower or any of the Subsidiaries (other than those pursuant to Section 6.05(a), (b), (c), (e), (f), (g), (i) or (j)), net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer Taxes, deed or mortgage recording Taxes, required debt payments and required payments of other obligations relating to the applicable asset (other than pursuant hereto or pursuant to the New Senior Notes, Permitted Junior Debt or Permitted Notes Refinancing Indebtedness), other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith and (ii) Taxes paid or payable as a result thereof, provided that, if no Event of Default exists and the U.S. Borrower shall deliver a certificate of a Responsible Officer of the U.S. Borrower to the Administrative Agent promptly following receipt of any such proceeds setting forth the U.S. Borrower’s intention to use any portion of such proceeds, to acquire, maintain, develop, construct, improve, upgrade or repair assets (including inventory) useful in the business of the U.S. Borrower and the Subsidiaries, or make investments pursuant to Section 6.04(j), in each case within 15 months of such receipt, such portion of such proceeds shall not constitute Net Proceeds except to the extent not so used or contractually committed to be used within such 15-month period (it being agreed that if any of such proceeds are not so used within such 15-month period but within such 15-month period are contractually committed to be used, such proceeds shall be used within 18 months from the receipt thereof and, to the extent not so used within such 18-month period, shall constitute Net Proceeds notwithstanding this proviso), provided, further , that (x) no proceeds realized in a single transaction or series of related transactions shall constitute Net Proceeds unless such proceeds shall exceed $20,000,000 and (y) no proceeds shall constitute Net Proceeds in any fiscal year until the aggregate amount of all such proceeds in such fiscal year (excluding any proceeds that do not constitute Net Proceeds during such fiscal year pursuant to clause (x) of this proviso) shall exceed $100,000,000, and provided, further, that notwithstanding anything to the contrary contained herein, the aggregate amount of proceeds excluded from Net Proceeds pursuant to the first proviso to clause (a) of this definition shall not exceed (x) during any of calendar years 2009, 2010 or 2011, 10% of Consolidated Total Assets (calculated for any date of determination of the availability of such proviso as of the end of the fiscal quarter immediately prior to such date of determination for which financial statements have been delivered pursuant to Section 5.04) or (y) during the period beginning on the Restatement Effective Date and ending on December 31, 2011, 25% of Consolidated Total Assets (calculated for any date of determination of the availability of such proviso as of the end of the fiscal quarter immediately prior to such date of determination for which financial statements have been delivered pursuant to Section 5.04), and (b) 100% of the cash proceeds from the incurrence, issuance or sale by the U.S. Borrower or any of the Subsidiaries of any Indebtedness (other than Indebtedness permitted pursuant to Section 6.01), net of all Taxes and fees (including investment banking fees), commissions, costs and other expenses, in each case incurred in connection with such issuance or sale. For purposes of calculating the amount of Net Proceeds, fees,

commissions and other costs and expenses payable to Holdings, Intermediate Holdings or the U.S. Borrower or any Affiliate of either of them shall be disregarded, except for financial advisory fees customary in type and amount paid to Affiliates of the Fund.

          “ New Senior Note Documents ” shall mean the New Senior Notes and the New Senior Note Indentures.

          “ New Senior Note Indentures ” shall mean the Indentures dated as of March 26, 2007, among the U.S. Borrower, the Subsidiaries party thereto and the trustee named therein from time to time, as in effect on the Restatement Effective Date and as amended, supplemented or otherwise modified from time to time in accordance with the requirements thereof and of this Agreement.

          “ New Senior Notes ” shall mean the U.S. Borrower’s 6-3/8% Senior Notes due 2014, 7% Senior Notes due 2014 and 7-1/4% Senior Notes due 2017, in each case issued pursuant to the New Senior Note Indentures, and any notes issued by the U.S. Borrower in exchange for, and as contemplated by, the New Senior Notes with substantially identical terms as the New Senior Notes.

          “ Newco UK ” shall have the meaning assigned to such term in the preamble to this Agreement.

          “ Newco UK Equity Contribution ” shall have the meaning assigned to such term in the preamble to this Agreement.

          “ Newco UK Loan ” shall mean the loan from the U.S. Borrower to Newco UK on the Closing Date in an aggregate principal amount equal to $725,740,000 out of the proceeds of Loans made to the U.S. Borrower on the Closing Date, which loan is evidenced by a note and pledged pursuant to a Foreign Pledge Agreement.

          “ Northrop Space and Mission ” shall mean Northrop Grumman Space & Mission Systems Corp., an Ohio corporation.

          “ Notice of Termination ” shall have the meaning assigned to such term in Section 2.22(e)(ii).

          “ Obligations ” shall mean the “Obligations”, as such term is defined in the U.S. Collateral Agreement, and the “Foreign Obligations”, as such term is defined in the Foreign Guarantee.

          “ Original Credit Agreement ” shall mean the Credit Agreement dated as of February 27, 2003 among Holdings, Intermediate Holdings, the U.S. Borrower, the Foreign Subsidiary Borrowers party thereto, the lenders party thereto from time to time and JPMorgan Chase Bank, as administrative agent, Credit Suisse First Boston, acting through its Cayman Islands Branch, Lehman Commercial Paper Inc., and Deutsche Bank Securities Inc., each as co-syndication agent, and Bank of America, N.A., as documentation agent.

          “ Other Taxes ” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, the Loan Documents.

          “ Participant ” shall have the meaning assigned to such term in Section 9.04(c).

          “ Payment Option 1 ” shall mean “Payment Option 1” as such term is defined in the Supplier Purchase Agreement.

          “ Payment Option 2 ” shall mean “Payment Option 2” as such term is defined in the Supplier Purchase Agreement.

          “ PBGC ” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

          “ Pension Act ” shall mean the Pension Act of 2006, as amended.

          “ Perfection Certificate s” shall mean the U.S. Perfection Certificate and the Foreign Perfection Certificates.

          “ Permitted Business Acquisition ” shall mean any acquisition of all or substantially all the assets of, or all the Equity Interests (other than directors’ qualifying shares) in, a person or division or line of business of a person (or any subsequent investment made in a person, division or line of business previously acquired in a Permitted Business Acquisition) if (a) such person or division is engaged in the same or a similar line of business as the U.S. Borrower and the Subsidiaries or a reasonable extension, development or expansion of such line of business or a business ancillary to such line of business, (b) such acquisition was not preceded by, or effected pursuant to, an unsolicited or hostile offer and (c) immediately after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; (iii) the Equity Interests of any acquired or newly formed corporation, partnership, association or other business entity are held directly by (A) the U.S. Borrower, (B) a Wholly Owned Subsidiary that is a Domestic Subsidiary Loan Party or (C) if such corporation, partnership, association or other business entity is incorporated or organized under the laws of any jurisdiction other than the United States of America, any State thereof or the District of Columbia, a Foreign Subsidiary Loan Party and, in each case, such acquired or newly formed Subsidiary shall become a Subsidiary Loan Party and all actions required to be taken with respect to such acquired or newly formed Subsidiary Loan Party under Section 5.10 shall have been taken and (iv)(A) the U.S. Borrower and the Subsidiaries shall be in compliance, on a Pro Forma Basis after giving effect to such acquisition or formation, with the covenants contained in Sections 6.11 and 6.12 recomputed as at the last day of the most recently ended fiscal quarter of the U.S. Borrower and the Subsidiaries, and the U.S. Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the U.S. Borrower to such effect, together with all relevant financial information for such Subsidiary or assets, and

(B) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness (except for Indebtedness permitted by Section 6.01).

          “ Permitted Cure Security ” means an equity security of Holdings (or the surviving entity in any merger of Holdings permitted under Section 6.05(b)) having no mandatory redemption, repurchase or similar requirements prior to December 31, 2012, and upon which all dividends or distributions (if any) shall be payable solely in additional shares of such equity security.

          “ Permitted Holder ” shall mean the Fund, the Fund Affiliates and the Management Group.

          “ Permitted Investments ” shall mean: (a) direct obligations of the United States of America or any agency thereof or obligations guaranteed by the United States of America or any agency thereof; (b) time deposit accounts, certificates of deposit and money market deposits maturing within 365 days of the date of acquisition thereof issued by a bank or trust company that is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America having capital, surplus and undivided profits having a Dollar Equivalent that is in excess of $500,000,000 and whose long-term debt, or whose parent holding company’s long-term debt, is rated A (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act); (c) repurchase obligations with a term of not more than 365 days for underlying securities of the types described in clause (a) above entered into with a bank meeting the qualifications described in clause (b) above; (d) commercial paper, maturing not more than 365 days after the date of acquisition, issued by a corporation (other than an Affiliate of any Borrower) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of P-1 (or higher) according to Moody’s, or A-1 (or higher) according to S&P; (e) securities with maturities of twelve months or less from the date of acquisition issued or fully guaranteed by any State, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least A by S&P or A by Moody’s; (f) in the case of any Foreign Subsidiary: (i) direct obligations of the sovereign nation (or any agency thereof) in which such Foreign Subsidiary is organized and is conducting business or in obligations fully and unconditionally guaranteed by such sovereign nation (or any agency thereof), (ii) investments of the type and maturity described in clauses (a) through (e) above of foreign obligors, which investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies or (iii) investments of the type and maturity described in clauses (a) through (e) above of foreign obligors (or the parents of such obligors), which investments or obligors (or the parents of such obligors) are not rated as provided in such clauses or in clause (ii) above but which are, in the reasonable judgment of the U.S. Borrower, comparable in investment quality to such investments and obligors (or the parents of such obligors); (g) shares of mutual funds whose investment guidelines restrict 95% of such funds’ investments to those satisfying the provisions of clauses (a) through (e) above; (h) money market funds that (i) comply with the criteria set forth in Rule 2a-7

under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000; and (i) time deposit accounts, certificates of deposit and money market deposits in an aggregate face amount not in excess of 5% of the total assets of the U.S. Borrower and the Subsidiaries, on a consolidated basis, as of the end of the U.S. Borrower’s most recently completed fiscal year.

          “ Permitted Junior Convertible Debt ” shall have the meaning assigned to such term in Section 6.01(q).

          “ Permitted Junior Debt ” shall have the meaning assigned to such term in Section 6.01(q).

          “ Permitted Junior Debt Documents ” shall mean the indenture or indentures under which any Permitted Junior Debt (or Permitted Notes Refinancing Indebtedness in respect of any Permitted Junior Debt) is issued, all side letters, instruments, agreements and other documents evidencing or governing any Permitted Junior Debt (or any Permitted Notes Refinancing Indebtedness with respect to any Permitted Junior Debt), providing for any Guarantee or other right in respect thereof, affecting the terms of the foregoing or entered into in connection therewith and all schedules, exhibits and annexes to each of the foregoing.

          “ Permitted Notes Refinancing Indebtedness ” means any Indebtedness of the U.S. Borrower issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, to “ Refinance ”), all or any portion of the New Senior Notes or any Permitted Junior Debt (or previous refinancings thereof constituting Permitted Notes Refinancing Indebtedness); provided that (a) the principal amount of such Permitted Notes Refinancing Indebtedness does not exceed the principal amount of the New Senior Notes or Permitted Junior Debt (or previous refinancings thereof constituting Permitted Notes Refinancing Indebtedness) being Refinanced (plus unpaid accrued interest, fees and premium thereon (including in connection with a tender offer)), (b) the stated maturity of such Permitted Notes Refinancing Indebtedness is no earlier than 180 days after the Tranche B-1 Maturity Date or the maturity date for any Incremental Extensions of Credit outstanding on the date of issuance of such Indebtedness, (c) such Permitted Notes Refinancing Indebtedness does not require any scheduled amortization, principal or sinking fund payments earlier than 180 days after the Tranche B-1 Maturity Date or the maturity date for any Incremental Extensions of Credit outstanding on the date of issuance of such Indebtedness, (d) such Permitted Notes Refinancing Indebtedness does not have different primary obligors or guarantors than those with respect to the New Senior Notes or applicable Permitted Junior Debt (or previous refinancings thereof constituting Permitted Notes Refinancing Indebtedness), as applicable; provided that any Permitted Notes Refinancing Indebtedness that is secured by Liens permitted by Section 6.02(s) may be incurred by any Borrower and may be guaranteed by different guarantors than the guarantors of the New Senior Notes so long as such guarantors are Loan Parties, (e) such Permitted Notes Refinancing Indebtedness is not secured by any collateral (other than Second-Priority Liens permitted by Section 6.02(s) incurred in connection with the Refinancing of New

Senior Notes or any Permitted Notes Refinancing Indebtedness in respect of the New Senior Notes so Refinanced) and (f) all other terms (excluding interest rates and redemption premiums) of such Permitted Refinancing Indebtedness are not less favorable to the Lenders in any material respect than those contained in (i) in the case of Permitted Notes Refinancing Indebtedness incurred to Refinance New Senior Notes, the New Senior Notes or (ii) in the case of Permitted Notes Refinancing Indebtedness incurred to Refinance Permitted Junior Debt, the Permitted Junior Debt being so Refinanced.

          “ Permitted Receivables Documents ” means the U.S. Receivables Purchase Agreement, the Receivables Transfer Agreement and the Receivables Loan Agreement and all other documents and agreements relating to the Permitted Receivables Financing.

          “ Permitted Receivables Financing ” shall mean (a)(i) the sale by the U.S. Borrower and certain Subsidiaries of accounts receivable to the Transferor pursuant to the U.S. Receivables Purchase Agreement and (ii) the sale of such accounts receivable by the Transferor to the Receivables Subsidiary pursuant to the Receivables Transfer Agreement, (b) the loans made by the lenders under the Receivables Loan Agreement to the Receivables Subsidiary to finance the purchase of such accounts receivables and loans or (c) any sale or financing by the U.S. Borrower or any Subsidiary of accounts receivable (including any bills of exchange and any sales or financings under the Supplier Program under either Payment Option 1 or Payment Option 2), provided that (A) any such sale or financing shall provide for recourse to such Subsidiary or the U.S. Borrower (as applicable) only to the extent customary for similar sales or financings in the jurisdiction relevant to such sale or financing and (B) the sum of, without duplication, (x) the aggregate principal amounts financed pursuant to clauses (a) and (b) of this definition, (y) the aggregate principal amounts financed pursuant to clause (c) of this definition and (z) the aggregate Net Investment in accounts receivable pursuant to clause (c) shall not exceed $400,000,000 at any time. For the purpose of this definition, “Net Investment” means the cash purchase price paid by the buyer in connection with its purchase of accounts receivable (including any bills of exchange) less the amount of collections received in respect of such accounts receivable and paid to such buyer, excluding any amounts applied to purchase fees or discount or in the nature of interest, in each case as determined in good faith and in a consistent and commercially reasonable manner by the U.S. Borrower.

          “ person ” shall mean any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company or government, individual or family trusts, or any agency or political subdivision thereof.

          “ Plan ” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code and in respect of which Holdings, Intermediate Holdings, the U.S. Borrower, any Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

          “ Pledged Collateral ” shall have the meaning assigned to such term in the U.S. Collateral Agreement or a Foreign Pledge Agreement, as applicable.

          “ primary obligor ” shall have the meaning given such term in the definition of the term Guarantee.

          “ Prime Rate ” shall mean the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective on the date such change is publicly announced as being effective.

          “ Pro Forma Basis ” shall mean, as to any person, for any events as described in clauses (i) and (ii) below that occur subsequent to the commencement of a period for which the financial effect of such events is being calculated, and giving effect to the events for which such calculation is being made, such calculation as will give pro forma effect to such events as if such events occurred on the first day of the four consecutive fiscal quarter period last ended on or before the occurrence of such event (the “ Reference Period ”):

     (i) in making any determination of EBITDA, pro forma effect shall be given to any Asset Disposition and to any Permitted Business Acquisition (or any similar transaction or transactions that require a waiver or consent of the Required Lenders pursuant to Section 6.04 or 6.05), in each case that occurred during the Reference Period (or, in the case of determinations made pursuant to the definition of the term “Permitted Business Acquisition” and Section 2.23, occurring during the Reference Period or thereafter and through and including the date upon which the respective Permitted Business Acquisition is consummated or the date of the applicable Incremental Extension of Credit as the case may be); and

     (ii) in making any determination on a Pro Forma Basis, (x) all Indebtedness (including Indebtedness incurred or assumed and for which the financial effect is being calculated, whether incurred under this Agreement or otherwise, but excluding normal fluctuations in revolving Indebtedness incurred for working capital purposes and amounts outstanding under any Permitted Receivables Financing, in each case not to finance any acquisition) incurred or permanently repaid during the Reference Period (or, in the case of determinations made pursuant to the definition of the term “Permitted Business Acquisition” and Section 2.23 occurring during the Reference Period or thereafter and through and including the date upon which the respective Permitted Business Acquisition is consummated or the date of the applicable Incremental Extension of Credit, as the case may be) shall be deemed to have been incurred or repaid at the beginning of such period and (y) Interest Expense of such person attributable to interest on any Indebtedness, for which pro forma effect is being given as provided in preceding clause (x), bearing floating interest rates shall be computed on a pro forma basis as if the rates that would have been in effect during the period for which pro forma effect is being given had been actually in effect during such periods.

Pro forma calculations made pursuant to the definition of “Pro Forma Basis” shall be determined in good faith by a Responsible Officer of the U.S. Borrower and, for any fiscal period ending on or prior to the first anniversary of a Permitted Business Acquisition or Asset Disposition (or any similar transaction or transactions that require a waiver or consent of the Required Lenders pursuant to Section 6.04 or 6.05), may include adjustments to reflect operating expense reductions reasonably expected to result from such Permitted Business Acquisition, Asset Disposition or other similar transaction, less the amount of costs reasonably expected to be incurred by the U.S. Borrower and the Subsidiaries to achieve such cost savings, to the extent that the U.S. Borrower delivers to the Administrative Agent (i) a certificate of a Financial Officer of the U.S. Borrower setting forth such operating expense reductions and the costs to achieve such reductions and (ii) information and calculations supporting in reasonable detail such estimated operating expense reductions and the costs to achieve such reductions.

          “ Projections ” shall mean any projections and any forward-looking statements (including statements with respect to booked business) of the U.S. Borrower and the Subsidiaries furnished to the Lenders or the Administrative Agent by or on behalf of Holdings, Intermediate Holdings, the U.S. Borrower or a Subsidiary prior to the Restatement Effective Date in connection with the Restatement Transactions.

          “ Purchase Agreement ” shall mean the Master Purchase Agreement between BCP Acquisition Company L.L.C. and Northrop Grumman Corporation dated as of November 18, 2002, as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof and of this Agreement.

          “ Quotation Day ” shall mean, with respect to any Eurocurrency Borrowing or Swingline Foreign Currency Borrowing and any Interest Period, the day on which it is market practice in the relevant interbank market for prime banks to give quotations for deposits in the currency of such Borrowing for delivery on the first day of such Interest Period. If such quotations would normally be given by prime banks on more than one day, the Quotation Day will be the last of such days.

          “ Reaffirmation Agreement ” shall mean the Reaffirmation Agreement, attached hereto as Exhibit P, among Holdings, Intermediate Holdings, the U.S. Borrower and the other Reaffirming Parties (as defined therein), as amended, supplemented or otherwise modified from time to time.

          “ Receivables Loan Agreement ” shall mean the Receivables Loan Agreement dated as of February 28, 2003, by and among the Receivables Subsidiary, the conduit lenders and committed lenders from time to time party thereto, JPMorgan Chase Bank, Credit Suisse First Boston, Lehman Commercial Paper Inc. and Deutsche Bank A.G., New York Branch, as funding agents, and JPMorgan Chase Bank, as administrative agent, as it may be amended, supplemented or otherwise modified to the extent permitted by Section 6.09 and (b) any agreement replacing the Receivables Loan Agreement, provided that such replacing agreement contains terms that are substantially similar to such Receivables Loan Agreement and that are otherwise no more adverse in any

material respect to the Lenders than the applicable terms of such Receivables Loan Agreement.

          “ Receivables Subsidiary ” shall mean TRW Auto Global Receivables, LLC, a Delaware limited liability company.

          “ Receivables Transfer Agreement ” shall mean (a) the Transfer Agreement dated as of February 28, 2003, between the Transferor and the Receivables Subsidiary, relating to the Permitted Receivables Financing, as it may be amended, supplemented or otherwise modified to the extent permitted by Section 6.09 and (b) any agreement replacing such Receivables Transfer Agreement, provided that such replacing agreement contains terms that are substantially similar to such Receivables Transfer Agreement and that are otherwise no more adverse in any material respect to the Lenders than the applicable terms of such Receivables Transfer Agreement.

          “ Reference LIBO Rate ” shall have the meaning assigned to such term in the definition of the term “ Alternate Base Rate ”.

          “ Reference Period ” shall have the meaning assigned to such term in the definition of the term “ Pro Forma Basis ”.

          “ Refinance ” shall have the meaning assigned to such term in the definition of “ Permitted Notes Refinancing Indebtedness ”, and “ Refinanced ” and “ Refinancing ” shall have the meanings correlative thereto.

          “ Register ” shall have the meaning assigned to such term in Section 9.04(b).

          “ Regulation U ” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

          “ Regulation X ” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

          “ Related Parties ” means, with respect to any specified person, such person’s Affiliates and the respective directors, officers, employees, agents and advisors of such person and such person’s Affiliates.

          “ Remaining Present Value ” shall mean, as of any date with respect to any lease, the present value as of such date of the scheduled future lease payments with respect to such lease, determined with a discount rate equal to a market rate of interest for such lease reasonably determined at the time such lease was entered into.

          “ Reportable Event ” shall mean any reportable event as defined in Section 4043(c) of ERISA or the regulations issued thereunder, other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived, with respect to a Plan (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code).

          “ Required Lenders ” shall mean, at any time, Lenders having (a) Loans (other than Swingline Loans) outstanding, (b) Revolving L/C Exposures, (c) Swingline Exposures, (d) unused U.S. Revolving Facility Commitments (excluding Commitments to make Swingline Loans), (e) Available Unused Commitments and (f) Ancillary Commitments, that taken together, represent more than 50% of the sum of (i) all Loans (other than Swingline Loans) outstanding, (ii) Revolving L/C Exposures, (iii) Swingline Exposures, (iv) unused U.S. Revolving Facility Commitments (excluding commitments to make Swingline Loans), (v) the total Available Unused Commitments and (vi) Ancillary Commitments at such time. For purposes of the foregoing, the Loans, Revolving L/C Exposures, Swingline Exposures, unused U.S. Revolving Facility Commitment, Available Unused Commitment and Ancillary Commitment of any Defaulting Lender shall be disregarded in determining the Required Lenders at any time.

          “ Required Percentage ” shall mean, with respect to an Excess Cash Flow Period, (i) 75%, if the Senior Secured Leverage Ratio at the end of such Excess Cash Flow Period is greater than 2.00 to 1.00, (ii) 50%, if the Senior Secured Leverage Ratio at the end of such Excess Cash Flow Period is less than or equal to 2.00 to 1.00 but greater than 1.50 to 1.00 and (iii) 25%, if the Senior Secured Leverage Ratio at the end of such Excess Cash Flow Period is less than or equal to 1.50 to 1.00.

          “ Reserve Account ” shall have the meaning assigned to such term in Section 11.02(a).

          “ Reset Date ” shall have the meaning assigned to such term in Section 1.03(a).

          “ Responsible Officer ” of any person shall mean any executive officer or Financial Officer of such person and any other officer or similar official thereof responsible for the administration of the obligations of such person in respect of this Agreement.

          “ Restatement Effective Date ” shall mean the date on which the conditions specified in Section 4.01 are satisfied (or waived by the Required Lenders).

          “ Restatement Effective Date Foreign Subsidiary Borrower Agreement ” shall mean a Foreign Subsidiary Borrower Agreement listed on Schedule 1.01(i) entered into by Foreign Subsidiary Borrowers listed on such schedule on or prior to the Restatement Effective Date.

          “ Restatement Transactions ” shall mean the execution and delivery of this Agreement by each Person party thereto, the satisfaction of the conditions to the effectiveness thereof and the consummation of the transactions contemplated thereby.

          “ Revolving Borrowing ” shall mean a Borrowing comprised of Revolving Loans.

          “ Revolving Credit Commitment ” shall mean a Global Revolving Facility Commitment or a U.S. Revolving Facility Commitment.

          “ Revolving Credit Exposure ” shall mean, with respect to any Lender at any time, the sum at such time, without duplication, of (a) such Lender’s Global Revolving Facility Credit Exposure and (b) such Lender’s U.S. Revolving Facility Credit Exposure.

          “ Revolving Credit Lender ” shall mean a Lender with a Revolving Credit Commitment.

          “ Revolving Credit Maturity Date ” shall mean May 9, 2012.

          “ Revolving Facility Lenders ” shall mean the Global Revolving Facility Lenders and the U.S. Revolving Facility Lenders.

          “ Revolving L/C Exposure ” shall mean at any time the sum of (a) the aggregate undrawn amount of all Letters of Credit denominated in Dollars outstanding at such time, (b) the Dollar Equivalent of the aggregate undrawn amount of all Letters of Credit denominated in a Foreign Currency outstanding at such time, (c) the aggregate principal amount of all L/C Disbursements (i) made in Dollars that have not yet been reimbursed at such time or (ii) made in a Foreign Currency and converted into Dollars pursuant to Section 2.05(e) or 2.05(k) and (d) the Dollar Equivalent of the aggregate principal amount of all L/C Disbursements made in a Foreign Currency that have not yet been reimbursed or converted into Dollars pursuant to Section 2.05(e) or 2.05(k). The Revolving L/C Exposure of any U.S. Revolving Facility Lender at any time shall mean its U.S. Revolving Facility Percentage of the aggregate Revolving L/C Exposure at such time, as such U.S. Revolving Facility Lender’s Revolving L/C Exposure is adjusted according to Section 2.24 from time to time.

          “ Revolving Loans ” shall mean Global Revolving Facility Loans and U.S. Revolving Facility Loans.

          “ Sale and Lease-Back Transaction ” shall have the meaning assigned to such term in Section 6.03.

          “ S&P ” shall mean Standard & Poor’s Ratings Group, Inc.

          “ SEC ” shall mean the Securities and Exchange Commission or any successor thereto.

          “ Second Amendment and Restatement Agreement ” shall have the meaning assigned to such term in the preamble to this Agreement.

          “ Second-Priority Lien ” shall mean any Lien on any Collateral (but not any other assets) of Holdings, Intermediate Holdings, the U.S. Borrower or any Subsidiary that is subordinated to the Liens securing the Obligations pursuant to an Additional Intercreditor Agreement.

          “ Second Restatement Effective Date ” shall mean January 9, 2004.

          “ Secured Parties ” shall mean the “Secured Parties” as defined in the U.S. Collateral Agreement.

          “ Securities Act ” shall have the meaning assigned to such term in the preamble to this Agreement.

          “ Security Documents ” shall mean the Mortgages, the U.S. Collateral Agreement, the Foreign Pledge Agreements, the Foreign Security Agreements, the Foreign Guarantee, the Finco Guarantee, the Reaffirmation Agreement and each of the security agreements, mortgages and other instruments and documents executed and delivered pursuant to any of the foregoing or pursuant to Section 5.10.

          “ Senior Note Indentures ” shall mean the Indentures dated as of February 18, 2003, among the U.S. Borrower, the Subsidiaries party thereto and the trustee named therein from time to time, as in effect on the Closing Date and as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof and of this Agreement.

          “ Senior Notes ” shall mean the U.S. Borrower’s 9.375% Senior Notes due 2013 and 10.125% Senior Notes due 2013, in each case issued pursuant to the Senior Note Indentures and any notes issued by the U.S. Borrower in exchange for, and as contemplated by, the Senior Notes with substantially identical terms as the Senior Notes.

          “ Senior Secured Leverage Ratio ” shall mean, on any date, the ratio of (a) Consolidated Total Senior Secured Net Debt as of such date to (b) EBITDA for the period of four consecutive fiscal quarters of the U.S. Borrower most recently ended as of such date, all determined on a consolidated basis in accordance with GAAP; provided that to the extent any Asset Disposition or any Permitted Business Acquisition (or any similar transaction or transactions that require a waiver or a consent of the Required Lenders pursuant to Section 6.04 or Section 6.05) has occurred during the relevant Test Period, EBITDA shall be determined for the respective Test Period on a Pro Forma Basis for such occurrences.

          “ Senior Subordinated Note Indentures ” shall mean the Indentures dated as of February 18, 2003, among the U.S. Borrower, the Subsidiaries party thereto and the trustee named therein from time to time, as in effect on the Closing Date and as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof and of this Agreement.

          “ Senior Subordinated Notes ” shall mean the U.S. Borrower’s 11% Senior Subordinated Notes due 2013 and 11.75% Senior Subordinated Notes due 2013, in each case issued pursuant to the Senior Subordinated Note Indentures and any notes issued by the U.S. Borrower in exchange for, and as contemplated by, the Senior Subordinated Notes with substantially identical terms as the Senior Subordinated Notes.

          “ Statutory Reserves ” shall mean, with respect to any currency, a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve, liquid asset or

other similar percentages (expressed as a decimal) established by any Governmental Authority of the United States of America or of the jurisdiction of such currency or any jurisdiction in which Loans in such currency are made to which banks in such jurisdiction are subject for any category of deposits or liabilities customarily used to fund loans in such currency or by reference to which interest rates applicable to Loans in such currency are determined.

          “ Sterling ” or “£” shall mean the lawful money of the United Kingdom.

          “ Stock Consideration ” shall have the meaning assigned to such term in the preamble to this Agreement.

          “ Stockholders Agreement ” shall mean the Stockholders Agreement dated as of February 28, 2003, among the Fund and Northrop Grumman Corporation, as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof and of this Agreement.

          “ Stock Purchases ” shall have the meaning assigned to such term in the preamble to this Agreement.

          “ Subordinated Intercompany Debt ” shall have the meaning assigned to such term in Section 6.01(d).

          “ subsidiary ” shall mean, with respect to any person (herein referred to as the “parent”), any corporation, partnership, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, directly or indirectly, owned, Controlled or held, or (b) that is, at the time any determination is made, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

          “ Subsidiary ” shall mean a subsidiary of the U.S. Borrower.

          “ Subsidiary Loan Party ” shall mean each Subsidiary that is (a) a Domestic Subsidiary Loan Party or (b) a Foreign Subsidiary Loan Party.

          “ Supplier Program ” shall mean the one-year $5,000,000,000 program established in March 2009 by the United States Treasury to support automotive original equipment manufacturers and pursuant to which Supplier Program SPVs supported by committed credit facilities provided by the United States Department of the Treasury will purchase accounts receivable owed to suppliers by automotive original equipment manufacturers, as such program may from time to time be extended in duration, increased or decreased in amount or modified to include Ford Motor Company, in each case on the same terms as the program existing on the date hereof with such changes as shall be acceptable to the Administrative Agent.

          “ Supplier Program SPV ” shall mean each special purpose person established by General Motors Corporation, Chrysler LLC or Ford Motor Company, or any successor thereto, pursuant to the Supplier Program to purchase receivables owed to the suppliers of, as applicable, General Motors Corporation, Chrysler LLC or Ford Motor Company, or any of their respective Affiliates or successors.

          “ Supplier Purchase Agreement ” shall mean any Supplier Purchase Agreement entered into between, on the one hand, the U.S. Borrower or any Subsidiary and, on the other hand, a Supplier Program SPV, substantially on the same terms as the “Supplier Purchase Agreements” in use under the Supplier Program as of the Restatement Effective Date.

          “ Swap Agreement ” shall mean any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions, provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the U.S. Borrower or a Subsidiary shall be a Swap Agreement.

          “ Swingline Borrowing Request ” shall mean a request by a Borrower substantially in the form of Exhibit C-2.

          “ Swingline Dollar Borrowing ” shall mean a Borrowing comprised of Swingline Dollar Loans.

          “ Swingline Dollar Commitment ” shall mean, with respect to each Swingline Dollar Lender, the commitment of such Swingline Dollar Lender to make Swingline Dollar Loans pursuant to Section 2.04. The amount of each Swingline Dollar Lender’s Swingline Dollar Commitment on the Restatement Effective Date is set forth on Schedule 2.04(a). The aggregate amount of the Swingline Dollar Commitments on the Restatement Effective Date is $50,000,000.

          “ Swingline Dollar Exposure ” shall mean at any time the aggregate principal amount of all outstanding Swingline Dollar Borrowings at such time. The Swingline Dollar Exposure of any U.S. Revolving Facility Lender at any time shall mean its U.S. Revolving Facility Percentage of the aggregate Swingline Dollar Exposure at such time, as such U.S. Revolving Facility Lender’s Swingline Dollar Exposure is adjusted in accordance with Section 2.24 from time to time.

          “ Swingline Dollar Funding Percentage ” shall mean at any time, with respect to any U.S. Revolving Facility Lender, the percentage of the total Swingline Dollar Exposure represented by such Lender’s Swingline Dollar Exposure at such time.

          “ Swingline Dollar Lender ” shall mean a Lender with a Swingline Dollar Commitment or outstanding Swingline Dollar Loans.

          “ Swingline Dollar Loans ” shall mean the swingline loans denominated in Dollars and made to the U.S. Borrower pursuant to Section 2.04.

          “ Swingline Exposure ” shall mean at any time the sum of the Swingline Dollar Exposure and the Swingline Foreign Currency Exposure.

          “ Swingline Foreign Currency Borrowing ” shall mean a Borrowing comprised of Swingline Foreign Currency Loans.

          “ Swingline Foreign Currency Commitment ” shall mean, with respect to each Swingline Foreign Currency Lender, the commitment of such Swingline Foreign Currency Lender to make Swingline Foreign Currency Loans pursuant to Section 2.04. The amount of each Swingline Foreign Currency Lender’s Swingline Foreign Currency Commitment on the Restatement Effective Date is set forth on Schedule 2.04(b). The aggregate amount of the Swingline Foreign Currency Commitments on the Restatement Effective Date is $50,000,000.

          “ Swingline Foreign Currency Exposure ” shall mean at any time the Dollar Equivalent of the aggregate principal amount of all outstanding Swingline Foreign Currency Loans at such time. The Swingline Foreign Currency Exposure of any Global Revolving Facility Lender at any time shall mean its ratable share (based on Available Unused Commitments) of the aggregate Swingline Foreign Currency Exposure at such time, as such Global Revolving Facility Lender’s Swingline Foreign Currency Exposure is adjusted in accordance with Section 2.24 from time to time.

          “ Swingline Foreign Currency Funding Percentage ” shall mean at any time, with respect to any Global Revolving Facility Lender, the percentage of the total Swingline Foreign Currency Exposure represented by such Lender’s Swingline Foreign Currency Exposure at such time.

          “ Swingline Foreign Currency Lender ” shall mean a Lender with a Swingline Foreign Currency Commitment or outstanding Swingline Foreign Currency Loans.

          “ Swingline Foreign Currency Loan s” shall mean the swingline loans denominated in a Foreign Currency and made to a Foreign Subsidiary Borrower pursuant to Section 2.04.

          “ Swingline Foreign Currency Rate ” shall mean with respect to any Swingline Foreign Currency Borrowing, for any Interest Period, the interest rate per annum at which deposits in the currency of such Swingline Foreign Currency Borrowing are offered for such Interest Period to major banks in the London interbank market by JPMorgan Chase Bank, N.A., on the Quotation Day.

          “ Swingline Lender ” shall mean (i) the Swingline Dollar Lenders, in their respective capacities as Lenders of Swingline Dollar Loans, and (ii) the Swingline Foreign Currency Lenders, in their respective capacities as Lenders of Swingline Foreign Currency Loans.

          “ Swingline Loans ” shall mean the Swingline Dollar Loans and the Swingline Foreign Currency Loans.

          “ Syndication Agent ” shall have the meaning assigned to such term in the introductory paragraph to this Agreement.

          “ Taxes ” shall mean any and all present or future taxes, levies, imposts, duties (including stamp duties), deductions, charges (including ad valorem charges) or withholdings imposed by any Governmental Authority.

          “ Term Borrowing ” shall mean a Borrowing comprised of Term Loans.

          “ Term Loans ” shall mean the Tranche A-1 Term Loans and the Tranche B-1 Term Loans. Each Tranche A-1 Term Loan and each Tranche B-1 Term Loan shall be a Eurocurrency Term Loan or an ABR Term Loan.

          “ Test Date Senior Secured Leverage Ratio ” shall mean, as of any date, the ratio of (x) Consolidated Total Senior Secured Net Debt as of such date to (y) EBITDA for the most recently ended four-quarter period prior to such date for which financial statements have been delivered pursuant to Section 5.04; provided that to the extent any Asset Disposition or any Permitted Business Acquisition (or any similar transaction or transactions that require a waiver or a consent of the Required Lenders pursuant to Section 6.04 or Section 6.05) has occurred during the relevant Test Period, EBITDA shall be determined for the respective Test Period on a Pro Forma Basis for such occurrences.

          “ Test Period ” shall mean, on any date of determination, the period of four consecutive fiscal quarters of the U.S. Borrower then last ended (taken as one accounting period).

          “ Third Amendment and Restatement Agreement ” shall have the meaning assigned to such term in the preamble to this Agreement.

          “ Total Revolving Credit Commitment ” shall mean, at any time, the total Global Revolving Facility Commitments and the total U.S. Revolving Facility Commitments, as in effect at such time.

          “ Tranche A-1 Facility ” shall mean the Tranche A-1 Term Loan Commitments and the Tranche A-1 Term Loans made under the Existing Credit Agreement and continued hereunder.

          “ Tranche A-1 Installment Date ” shall have the meaning assigned to such term in Section 2.10(b).

          “ Tranche A-1 Maturity Date ” shall mean May 9, 2013.

          “ Tranche A-1 Term Borrowing ” shall mean a Borrowing comprised of Tranche A-1 Term Loans.

          “ Tranche A-1 Term Loan Commitment ” shall mean, with respect to each Lender, the agreement of such Lender to make Tranche A-1 Term Loans as set forth in Section 2.01 of the Existing Credit Agreement.

          “ Tranche A-1 Term Loans ” shall mean the Tranche A-1 Term Loans made by the Lenders to the U.S. Borrower pursuant to Section 2.01 of the Existing Credit Agreement and outstanding as of the Restatement Effective Date.

          “ Tranche A-1 Term Borrowing ” shall mean a Borrowing comprised of Tranche A-1 Term Loans.

          “ Tranche B Term Loans ” shall mean the Tranche B Term Loans made by the Lenders to the U.S. Borrower or converted from Tranche D-1 Term Loans (as defined in the Fourth Amendment and Restatement Agreement) pursuant to the Fourth Amendment and Restatement Agreement.

          “ Tranche B-1 Facility ” shall mean the Tranche B-1 Term Loan Commitments and the Tranche B-1 Term Loans made under the Existing Credit Agreement and continued hereunder.

          “ Tranche B-1 Installment Date ” shall have the meaning assigned to such term in Section 2.10(d).

          “ Tranche B-1 Maturity Date ” shall mean February 9, 2014.

          “ Tranche B-1 Term Borrowing ” shall mean a Borrowing comprised of Tranche B-1 Term Loans.

          “ Tranche B-1 Term Loan Commitment ” shall mean, with respect to each Lender, the agreement of such Lender to make Tranche B-1 Term Loans as set forth in Section 2.01 of the Existing Credit Agreement.

          “ Tranche B-1 Term Loans ” shall mean the Tranche B-1 Term Loans converted from Tranche B Term Loans, Tranche B-2 Term Loans and/or Tranche E Term Loans or made by the Lenders to the U.S. Borrower, in each case, pursuant to Section 2.01 of the Existing Credit Agreement and outstanding as of the Restatement Effective Date.

          “ Tranche B-2 Facility Amendment ” shall have the meaning assigned to such term in the preamble to this Agreement.

          “ Tranche B-2 Term Loans ” shall mean the loans made pursuant to Section 2 of the Tranche B-2 Facility Amendment.

          “ Tranche E Facility ” shall mean the Tranche E Term Loans made pursuant to the Third Amendment and Restatement Agreement.

          “ Tranche E Term Loans ” shall mean the Tranche E Term Loans made by the Lenders to the U.S. Borrower pursuant to the Third Amendment and Restatement Agreement.

          “ Transaction Costs ” shall have the meaning given such term in the preamble to this Agreement.

          “ Transactions ” shall mean all the transactions described in the preamble to, or otherwise contemplated by, this Agreement or the Purchase Agreement.

          “ Transferor ” shall mean TRW Automotive Receivables, LLC, a Delaware limited liability company.

          “ Type ”, when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term “ Rate ” shall include the Adjusted LIBO Rate, the Alternate Base Rate and the Swingline Foreign Currency Rate.

          “ Unfunded Ancillary Credit Extension ” shall mean, at any time, an extension of credit under an Ancillary Facility in respect of which the applicable Ancillary Lender has not previously advanced funds to, or on behalf of, the Foreign Subsidiary Borrower but in respect of which such Ancillary Lender remains obligated so to advance funds.

          “ Unrestricted Cash ” shall mean cash and cash equivalents of any of the U.S. Borrower and its consolidated Subsidiaries that would not appear as “restricted” on a consolidated balance sheet of any of the U.S. Borrower and its consolidated Subsidiaries.

          “ Unsecured Ancillary Facility ” shall mean any Ancillary Facility made available, as set forth herein, to any Foreign Subsidiary Borrower that is not a Loan Party. The Dollar Equivalent aggregate principal amount of all Unsecured Ancillary Facilities at any time shall not exceed $30,000,000.

          “ U.S. Borrower ” shall have the meaning assigned to such term in the introductory paragraph of this Agreement, provided that unless the context requires otherwise, if the U.S. Borrower merges with Intermediate Holdings (or the surviving entity of any merger of Holdings or Intermediate Holdings) pursuant to Section 6.05(b), the surviving entity in such merger shall be deemed to be the U.S. Borrower for all purposes under this Agreement and all terms and conditions applicable to Intermediate Holdings or Holdings, as applicable, shall cease to be in force and effect.

          “ U.S. Collateral Agreement ” shall mean the U.S. Guarantee and Collateral Agreement, as amended, supplemented or otherwise modified from time to time, in the form of Exhibit E, among Holdings, Intermediate Holdings, the U.S. Borrower, each Domestic Subsidiary Loan Party and the Collateral Agent.

          “ U.S. Collateral Agreement Amendment ” shall mean the U.S. Collateral Agreement Amendment, the form of which is attached hereto as Exhibit J, among Holdings, Intermediate Holdings, the U.S. Borrower, each Domestic Subsidiary Loan Party and the Collateral Agent.

          “ U.S. Lending Office ” shall mean, as to any Lender, the applicable branch, office or Affiliate of such Lender designated by such Lender to make Loans in Dollars.

          “ U.S. Mortgages ” shall mean the mortgages, deeds of trust, assignments of leases and rents and other security documents delivered on the Closing Date, as amended, supplemented or otherwise modified from time to time, with respect to Mortgaged Properties located in the United States of America or pursuant to Section 5.10, each substantially in the form of Exhibit D.

          “ U.S. Perfection Certificate ” shall mean a certificate in the form of Annex I to the U.S. Collateral Agreement or any other form approved by the Collateral Agent.

          “ U.S. Receivables Purchase Agreement ” shall mean (a) the Receivables Purchase Agreement dated as of February 28, 2003, among the Receivables Subsidiary, Transferor, the U.S. Borrower and the Subsidiaries party thereto, related to the Permitted Receivables Financing, as it may be amended, supplemented or otherwise modified to the extent permitted by Section 6.09 and (b) any agreement replacing such agreement, provided that such replacing agreement contains terms that are substantially similar to the agreement being replaced and that are otherwise no more adverse in any material respect to the Lenders than the applicable terms of the agreement being replaced.

          “ U.S. Revolving Facility ” shall mean the U.S. Revolving Facility Commitments and the extensions of credit made thereunder by the U.S. Revolving Facility Lenders.

          “ U.S. Revolving Facility Borrowing ” shall mean a Borrowing comprised of U.S. Revolving Facility Loans.

          “ U.S. Revolving Facility Commitment ” shall mean, with respect to each U.S. Revolving Facility Lender, the commitment of such U.S. Revolving Facility Lender to make U.S. Revolving Facility Loans pursuant to Section 2.01, expressed as an amount representing the maximum aggregate permitted amount of such Lender’s U.S. Revolving Facility Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The amount of each U.S. Revolving Facility Lender’s U.S. Revolving Facility Commitment on the date hereof is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such U.S. Revolving Facility Lender shall have assumed its U.S. Revolving Facility Commitment, as applicable. The aggregate amount of the U.S. Revolving Facility Commitments on the date hereof is $700,000,000.

          “ U.S. Revolving Facility Credit Exposure ” shall mean, at any time, the sum of (a) the aggregate principal amount of the U.S. Revolving Facility Loans outstanding at such time, (b) the Swingline Dollar Exposure at such time and (c) the Revolving L/C Exposure at such time. The U.S. Revolving Facility Credit Exposure of any Lender at any time shall be such Lender’s U.S. Revolving Facility Percentage of the U.S. Revolving Facility Credit Exposure at such time, as adjusted to reflect the reallocations of Revolving L/C Exposures and Swingline Dollar Exposures pursuant to Section 2.24.

          “ U.S. Revolving Facility Lender ” shall mean a Lender with a U.S. Revolving Facility Commitment or with outstanding U.S. Revolving Facility Loans.

          “ U.S. Revolving Facility Loan ” shall mean a Loan made by a U.S. Revolving Facility Lender in respect of a U.S. Revolving Facility Commitment pursuant to Section 2.01 (including each U.S. Revolving Facility Loan made under the Existing Credit Agreement and outstanding as of the Restatement Effective Date). Each U.S. Revolving Facility Loan shall be a Eurocurrency Loan or an ABR Loan.

          “ U.S. Revolving Facility Percentage ” shall mean, with respect to any U.S. Revolving Facility Lender, the percentage of the total U.S. Revolving Facility Commitments represented by such Lender’s U.S. Revolving Facility Commitment; provided that when a Defaulting Lender shall exist, for purposes of Section 2.24, “U.S. Revolving Facility Percentage” shall mean the percentage of the total U.S. Revolving Facility Commitments (disregarding any Defaulting Lender’s U.S. Revolving Facility Commitment) represented by such Lender’s U.S. Revolving Facility Commitment. If the U.S. Revolving Facility Commitments have terminated or expired, the U.S. Revolving Facility Percentages shall be determined based upon the U.S. Revolving Facility Commitments most recently in effect, giving effect to any assignments pursuant to Section 9.04.

          “ Wholly Owned Subsidiary ” of any person means a subsidiary of such person, all of the Equity Interests of which (other than directors’ qualifying shares or nominee or other similar shares required pursuant to applicable law) are owned by such person or another Wholly Owned Subsidiary of such person. Unless the context otherwise indicates, all references herein to a “ Wholly Owned Subsidiary ” are references to a Wholly Owned Subsidiary of the U.S. Borrower.

          “ Withdrawal Liability ” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

          “ Working Capital ” shall mean, with respect to the U.S. Borrower and the Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided that, for purposes of calculating Excess Cash Flow, increases or decreases in Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or

liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting.

          SECTION 1.02. Terms Generally. (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented or otherwise modified from time to time. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the U.S. Borrower notifies the Administrative Agent that the U.S. Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the U.S. Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. For the purposes of determining compliance with Section 6.01 through Section 6.10 with respect to any amount in a currency other than Dollars, amounts shall be deemed to equal the Dollar Equivalent thereof determined using the Exchange Rate calculated as of the Business Day on which such amounts were incurred or expended, as applicable.

          (b) All section references in this Agreement that relate to time periods prior to the Restatement Effective Date shall be deemed to be references to such sections in the Existing Credit Agreement.

          SECTION 1.03. Exchange Rates . (a) Not later than 1:00 p.m., New York City time, on each Calculation Date, the Administrative Agent shall (i) determine the Exchange Rate as of such Calculation Date and (ii) give notice thereof to the Borrowers. The Exchange Rates so determined shall become effective on the first Business Day immediately following the relevant Calculation Date (a “ Reset Date ”) or other date of determination, shall remain effective until the next succeeding Reset Date, and shall for all purposes of this Agreement (other than any other provision expressly requiring the use of an Exchange Rate calculated as of a specified date) be the Exchange Rates employed in converting any amounts between Dollars and each of the Foreign Currencies.

          (b) Not later than 5:00 p.m., New York City time, on each Reset Date, the Administrative Agent shall (i) determine the aggregate amount of the Dollar Equivalents of the principal amounts of the Loans denominated in Foreign Currencies then

outstanding (after giving effect to any Loans denominated in Foreign Currencies made or repaid on such date) and the Revolving L/C Exposure and (ii) notify the Lenders, each Issuing Bank and the Borrowers of the results of such determination.

          SECTION 1.04. Redenomination of Certain Foreign Currencies . (a) Each obligation of any party to this Agreement to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the Closing Date shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London Interbank Market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.

          (b) Without prejudice and in addition to any method of conversion or rounding prescribed by any EMU Legislation and (i) without limiting the liability of any Borrower for any amount due under this Agreement and (ii) without increasing any Commitment of any Lender, all references in this Agreement to minimum amounts (or integral multiples thereof) denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the Closing Date shall, immediately upon such adoption, be replaced by references to such minimum amounts (or integral multiples thereof) as shall be specified herein with respect to Borrowings denominated in Euros.

          (c) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

ARTICLE II

The Credits

          SECTION 2.01. Commitments . (a) Subject to the terms and conditions set forth herein, each Lender agrees (i) to make (A) Global Revolving Facility Loans denominated in Dollars or Foreign Currencies to the U.S. Borrower from its U.S. Lending Office or Global Lending Office, as applicable, and (B) Global Revolving Facility Loans denominated (1) in Dollars to Foreign Subsidiary Borrowers from its U.S. Lending Office or Global Lending Office (as requested by the applicable Borrower) or (2) in Foreign Currencies to Foreign Subsidiary Borrowers from its Global Lending Office, in the case of clauses (A) and (B) from time to time during the Availability Period in an aggregate principal amount that will not result in (1) such Lender’s Global

Revolving Facility Credit Exposure exceeding (x) such Lender’s Global Revolving Facility Commitment minus (y) such Lender’s Ancillary Commitment or (2) the Global Revolving Facility Credit Exposure exceeding (x) the total Global Revolving Facility Commitments minus (y) the total Ancillary Commitments, and (ii) to make U.S. Revolving Facility Loans denominated in Dollars to the U.S. Borrower from its U.S. Lending Office from time to time during the Availability Period in an aggregate principal amount that will not result in (A) such Lender’s U.S. Revolving Facility Credit Exposure exceeding such Lender’s U.S. Revolving Facility Commitment or (B) the U.S. Revolving Facility Credit Exposure exceeding the total U.S. Revolving Facility Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

          (b) All Loans outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall remain outstanding hereunder on the terms set forth herein. All Existing Lending Commitments under the Existing Credit Agreement as of the Restatement Effective Date shall remain outstanding hereunder on the terms set forth herein, provided , however , that as of the Restatement Effective Date, the amount of each Swingline Dollar Lender’s Swingline Dollar Commitment shall be as set forth on Schedule 2.04(a) and the amount of each Swingline Foreign Currency Lender’s Swingline Foreign Currency Commitment shall be as set forth on Schedule 2.04(b).

          (c) Amounts repaid in respect of Term Loans may not be reborrowed.

          SECTION 2.02. Loans and Borrowings . (a) Each Loan shall be made as part of a Borrowing consisting of Loans under the same Facility and of the same Type made by the Lenders ratably in accordance with their respective Commitments under the applicable Facility (or, in the case of Swingline Loans, in accordance with their respective Swingline Dollar Commitments or Swingline Foreign Currency Commitments, as applicable); provided, however, that Global Revolving Facility Loans under the Global Revolving Facility shall be made by the Global Revolving Facility Lenders ratably in accordance with their respective Available Unused Commitments on the date such Loans are made hereunder. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

          (b) Subject to Section 2.14, (i) each Borrowing denominated in Dollars and made from a U.S. Lending Office (other than a Swingline Dollar Borrowing) shall be comprised entirely of ABR Loans or Eurocurrency Loans as the applicable Borrower may request in accordance herewith and (ii) each Borrowing denominated in a Foreign Currency (other than a Swingline Foreign Currency Borrowing) and each Borrowing denominated in Dollars and made from a Global Lending Office shall be comprised entirely of Eurocurrency Loans. Each Swingline Dollar Borrowing shall be an ABR Borrowing. Each Swingline Foreign Currency Borrowing shall be comprised entirely of Swingline Foreign Currency Loans. Each Lender at its option may make any ABR Loan or Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the

obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement and such Lender shall not be entitled to any amounts payable under Section 2.15, 2.17 or 2.21 solely in respect of increased costs resulting from such exercise.

          (c) At the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum; provided that a Eurocurrency Revolving Borrowing that is an Ancillary Replacement Borrowing shall be permitted to be in an amount necessary to finance Ancillary Credit Extensions under an Ancillary Facility being terminated pursuant to Section 2.22(e). At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the U.S. Revolving Facility Commitments or that is required to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e). Each Swingline Dollar Borrowing and Swingline Foreign Currency Borrowing shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. Borrowings of more than one Type and under more than one Facility may be outstanding at the same time; provided that there shall not at any time be more than a total of (i) 10 Eurocurrency Borrowings outstanding under each of the Tranche A-1 Facility and the Tranche B-1 Facility and (ii) 35 Eurocurrency Borrowings outstanding under each of the Global Revolving Facility and the U.S. Revolving Facility (not including Ancillary Replacement Borrowings).

          (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date, Tranche A-1 Maturity Date or Tranche B-1 Maturity Date, as applicable.

          SECTION 2.03. Requests for Borrowings . Except in the case of an Ancillary Replacement Borrowing (which shall be governed by Section 2.22(e)) or a Swingline Borrowing (which shall be governed by Section 2.04), to request a Borrowing, the applicable Borrower shall notify the Applicable Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 2:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m., Local Time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Applicable Agent of a written Borrowing Request in a form approved by the Applicable Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

     (i) the Borrower requesting such Borrowing;

     (ii) whether the requested Borrowing is to be a Global Revolving Facility Borrowing, a U.S. Revolving Facility Borrowing, a Tranche A-1 Term Borrowing or a Tranche B-1 Term Borrowing;

     (iii) in the case of a Global Revolving Facility Borrowing, the Currency in which such Borrowing is to be denominated;

     (iv) the aggregate amount of the requested Borrowing (expressed in Dollars or the applicable Foreign Currency);

     (v) the date of such Borrowing, which shall be a Business Day;

     (vi) in the case of a Borrowing denominated in Dollars and requested to be made from a U.S. Lending Office, whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;

     (vii) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by clause (a) of the definition of the term “Interest Period”; and

     (viii) the location and number of the applicable Borrower’s account to which funds are to be disbursed.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing, unless such Borrowing is a Global Revolving Facility Borrowing denominated in a Foreign Currency, in which case such Global Revolving Facility Borrowing shall be a Eurocurrency Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Applicable Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

          SECTION 2.04. Swingline Loans . (a) Subject to the terms and conditions set forth herein, (i) each Swingline Dollar Lender agrees to make Swingline Dollar Loans to the U.S. Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Dollar Loans made by such Swingline Dollar Lender exceeding such Swingline Dollar Lender’s Swingline Dollar Commitment or (y) the U.S. Revolving Facility Credit Exposure exceeding the U.S. Revolving Facility Commitments (less the unused U.S. Revolving Facility Commitments of any Defaulting U.S. Revolving Facility Lender at such time) and (ii) each Swingline Foreign Currency Lender agrees to make Swingline Foreign Currency Loans to the Foreign Subsidiary Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (x) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Foreign Currency Loans made by such Swingline Foreign Currency Lender exceeding such Swingline Foreign Currency

Lender’s Swingline Foreign Currency Commitment or (y) the sum of the Global Revolving Facility Credit Exposure and the total Ancillary Commitments exceeding the total Global Revolving Facility Commitments (less any amounts of Available Unused Commitments in respect of any Defaulting Lenders at such time); provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Dollar Borrowing or Swingline Foreign Currency Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans.

          (b) To request a Swingline Dollar Borrowing or Swingline Foreign Currency Borrowing, the applicable Borrower shall notify the Applicable Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy), not later than 1:00 p.m., Local Time, on the day of a proposed Swingline Dollar Borrowing or Swingline Foreign Currency Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) in the case of a Swingline Foreign Currency Borrowing, the Borrower requesting such Borrowing, (ii) the requested date (which shall be a Business Day), (iii) in the case of a Swingline Foreign Currency Borrowing, the Foreign Currency in which such Swingline Foreign Currency Borrowing is to be denominated, (iv) the amount of the requested Swingline Dollar Borrowing (expressed in Dollars) or Swingline Foreign Currency Borrowing (expressed in the applicable Foreign Currency), as applicable, and (v) in the case of a Swingline Foreign Currency Borrowing, the Interest Period to be applicable thereto, which shall be a period contemplated by clause (b) of the definition of the term “Interest Period”. The Applicable Agent shall promptly advise each Swingline Dollar Lender (in the case of a notice relating to a Swingline Dollar Borrowing) or each Swingline Foreign Currency Lender (in the case of a notice relating to a Swingline Foreign Currency Borrowing) of any such notice received from a Borrower and the amount of such Swingline Lender’s Swingline Loan to be made as part of the requested Swingline Dollar Borrowing or Swingline Foreign Currency Borrowing, as applicable. Each Swingline Dollar Lender shall make each Swingline Dollar Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., Local Time, to the account of the Applicable Agent most recently designated by it for such purpose by notice to the Swingline Dollar Lenders. The Applicable Agent will make such Swingline Dollar Loans available to the U.S. Borrower by promptly crediting the amounts so received, in like funds, to the general deposit account of the U.S. Borrower with the Applicable Agent (or, in the case of a Swingline Dollar Borrowing made to finance the reimbursement of an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). Each Swingline Foreign Currency Lender shall make each Swingline Foreign Currency Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., Local Time, to the account of the Applicable Agent most recently designated by it for such purpose by notice to the Swingline Foreign Currency Lenders. The Applicable Agent will make such Swingline Foreign Currency Loans available to the applicable Foreign Subsidiary Borrower by (i) promptly crediting the amounts so received, in like funds, to the general deposit account with the Applicable Agent of the applicable Foreign Subsidiary Borrower

most recently designated to the Applicable Agent or (ii) by wire transfer of the amounts received in immediately available funds to the general deposit account of the applicable Foreign Subsidiary Borrower most recently designated to the Applicable Agent.

     (c) A Swingline Lender may by written notice given to the Applicable Agent (and to the other Swingline Dollar Lenders or Swingline Foreign Currency Lenders, as applicable) not later than 10:00 a.m., Local Time, on any Business Day require (i) in the case of a Swingline Dollar Lender, the U.S. Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Dollar Loans made by it or (ii) in the case of a Swingline Foreign Currency Lender, the Global Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Foreign Currency Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the U.S. Revolving Facility Lenders or Global Revolving Facility Lenders, as applicable, will participate. Promptly upon receipt of such notice, the Applicable Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Swingline Dollar Funding Percentage or such Lender’s Swingline Foreign Currency Funding Percentage of such Swingline Loan or Loans. Each U.S. Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Applicable Agent, for the account of the applicable Swingline Dollar Lender, such U.S. Revolving Facility Lender’s Swingline Dollar Funding Percentage of such Swingline Dollar Loan or Loans. Each Global Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Applicable Agent, for the account of the applicable Swingline Foreign Currency Lender, such Global Revolving Facility Lender’s Swingline Foreign Currency Funding Percentage of such Swingline Foreign Currency Loan or Loans. Each Global Revolving Facility Lender and each U.S. Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Foreign Currency Loans and Swingline Dollar Loans, as applicable, pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Credit Lender (and Section 2.06 shall apply, mutatis mutandis , to the payment obligations of the Lenders), and the Applicable Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Credit Lenders. The Applicable Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments in respect of such Swingline Loan shall be made to the Applicable Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the applicable Borrower (or other party on behalf of such Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Applicable Agent; any such amounts received by the Applicable Agent shall be promptly remitted by the Applicable Agent to the Revolving Credit Lenders that shall have made their payments pursuant to this paragraph

and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Applicable Agent, as applicable, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the applicable Borrower of any default in the payment thereof.

          SECTION 2.05. Letters of Credit . (a) General . Subject to the terms and conditions set forth herein, each Borrower may request the issuance of Dollar Letters of Credit and Foreign Currency Letters of Credit for its own account (or, in the case of the U.S. Borrower, for the account of a Subsidiary, so long as the U.S. Borrower and such Subsidiary are co-applicants), in each case in a form reasonably acceptable to the applicable Issuing Bank, at any time and from time to time during the Availability Period and prior to the date that is five Business Days prior to the Revolving Credit Maturity Date. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Applicant Party to, or entered into by the Applicant Party with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Each Letter of Credit (as defined in the Existing Credit Agreement) outstanding at the Restatement Effective Date shall remain outstanding as a Letter of Credit hereunder on the terms set forth herein.

          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions . To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic renewal in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Applicant Party shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, (subject to paragraph (n) of this Section) the currency in which such Letter of Credit is to be denominated, t