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EXHIBIT 10.60
AMENDMENT NO. 1
Dated as of December 31, 2004
to
RECEIVABLES PURCHASE AGREEMENT
Dated as of February 28, 2003
THIS AMENDMENT NO. 1 (this "Amendment") dated as of December
31,
2004, is entered into by and among (i) KELSEY-HAYES COMPANY, a
Delaware
corporation, TRW AUTOMOTIVE U.S. LLC, a Delaware limited
liability company, TRW
VEHICLE SAFETY SYSTEMS INC., a Delaware corporation, and LAKE
CENTER INDUSTRIES
TRANSPORTATION, INC., a Minnesota corporation (each a "Seller"
and,
collectively, the "Sellers"), (ii) TRW AUTOMOTIVE U.S. LLC, a
Delaware
corporation (the "Seller Agent") and (iii) TRW AUTOMOTIVE
RECEIVABLES LLC, a
Delaware limited liability company (the "Buyer").
PRELIMINARY STATEMENTS
A. Reference is made to the Receivables Purchase Agreement dated
as
of February 28, 2003 among the Sellers, the Buyer and the Seller
Agent (as
amended or modified from time to time, the "Receivables Purchase
Agreement").
Capitalized terms used and not otherwise defined herein shall
have the meanings
ascribed to them in the Receivables Purchase Agreement.
B. The parties hereto have agreed to amend the Receivables
Purchase
Agreement on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises set forth
above,
and other good and valuable consideration the receipt and
sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendments. Effective as of the Effective Date
(as
defined in Section 2 below) the Receivables Purchase Agreement
shall be amended
as follows:
1.1 Section 4.01(l) of the Receivables Purchase Agreement is
amended
to delete the words "the North American Collection Accounts and
the North
American Concentration Accounts" and to substitute therefor the
words "the
Collection Accounts and the Concentration Account".
1.2 Section 4.01(q) of the Receivables Purchase Agreement is
amended
to delete the words "North American" that appear before
Collection Account in
the first and last sentence.
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1.3 Section 5.01(g) of the Receivables Purchase Agreement is
amended
to delete the words "North American" that appear before
Collection Account in
the first and last sentence.
1.4 Section 5.01(h) of the Receivables Purchase Agreement is
amended
and restated in its entirety to read as follows:
" (h) Deposits to Collection Accounts and Concentration
Account.
Such Seller will instruct all Obligors to remit all their
payments in respect of
the Receivables into a Collection Account (either directly by
wire transfer or
electronic funds transfer or by check mailed to a lock-box
maintained by the
relevant Collection Account Bank). If such Seller or the
Collection Agent shall
receive any Collections directly, such Seller shall promptly
(and in any event
within one Business Day)
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