EIGHTH AMENDMENT TO CREDIT AGREEMENT

THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT ("Amendment") is executed as of August 7, 2020, by and between the financial institutions signatory hereto (individually a “Lender,” and collectively the “Lenders”), CITIZENS BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders (in such capacity, the “Agent”), UNIQUE FABRICATING NA, INC., a Delaware corporation ("US Borrower"), and UNIQUE-INTASCO CANADA, INC., a corporation organized under the laws of the province of British Columbia ("CA Borrower", called together with US Borrower, the "Borrowers" and each of them referred to herein as a "Borrower").

RECITALS

WHEREAS, Borrowers, Agent and the Lenders are party to an Amended and Restated Credit Agreement dated November 8, 2018, as amended by a Waiver and First Amendment to Credit Agreement and Loan Documents dated May 7, 2019, a Second Amendment to Credit Agreement and Loan Documents dated June 14, 2019, a Third Amendment to Credit Agreement and Loan Documents dated June 28, 2019, a Waiver and Fourth Amendment to Credit Agreement and Loan Documents dated July 16, 2019, a Fifth Amendment to Credit Agreement dated August 7, 2019, a Sixth Amendment to Credit Agreement dated April 3, 2020, and a Seventh Amendment to Credit Agreement dated April 23, 2020 (as so amended, the "Credit Agreement"), providing terms and conditions governing certain loans and other credit accommodations extended and to be extended by the Lenders and/or Agent to Borrowers, together with various other documents, written agreements, certificates and instruments between Agent, Lenders, Borrowers and/or Guarantors in connection therewith. All of the foregoing, as amended or modified from time to time, are collectively referred to herein as the "Loan Documents";

WHEREAS, each Borrower reaffirms, ratifies and confirms the Loan Documents and the Indebtedness as valid and binding. Each Borrower acknowledges that Agent and Lenders have duly performed all of their obligations under the Loan Documents; and

WHEREAS, the Borrowers have requested, and the Agent and Lenders have agreed, to amend certain provisions of the Credit Agreement as set forth herein.

NOW, THEREFORE, IT IS HEREBY AGREED by Borrowers, Agent and Lenders, that the Credit Agreement is hereby amended as follows:

1.Defined Terms. In this Amendment, capitalized terms used without separate definition shall have the meanings given them in the Credit Agreement.

2.Amendments to Credit Agreement.

(a)Definitions. The following definitions are hereby added to Section 1.1 of the Credit Agreement in appropriate alphabetical sequence, or to the extent they already appear therein, are hereby amended and restated in their entirety to read as follows:

"CAPEX Loan Draw Period" shall mean the period commencing on the Restatement Date, through (but excluding) the Eighth Amendment Effective Date.

"Consolidated EBITDA" shall mean, for any period of determination, without duplication:

(a) Consolidated net income; plus

(b) the sum of the following to the extent deducted in calculating Consolidated net income:

(i) Interest Expense,

(ii) tax expense (including, without limitation, any federal, state, local and foreign Income Taxes),

(iii) depreciation and amortization expense,

(iv) Management Fees,

(v) non-cash charges, losses or expenses for incentive stock programs (excluding reserves for future cash charges),

(vi) other non-cash charges, losses or expenses in an amount not to exceed Five Hundred Thousand Dollars ($500,000.00) during any twelve month period, to the extent approved by Agent,

(vii) costs and expenses incurred in connection with the Eighth Amendment, in an aggregate amount not to exceed One Hundred Seventy-Five Thousand Dollars ($175,000.00),

(viii) restructuring costs and expenses incurred from time to time at various locations, in an aggregate amount during any twelve-month period, not to exceed Five Hundred Thousand Dollars ($500,000.00),

(ix) costs incurred with respect to the purchase and implementation of US Borrower's enterprise resource planning system, in aggregate amount not to exceed (A) Two Hundred Thousand and 00/100 Dollars ($200,000.00) during each of US Borrower's fiscal quarters in 2020, (B) One Hundred Thousand and 00/100 Dollars ($100,000.00), during each of US Borrower's fiscal quarters in 2021, and (C) Zero Dollars with respect to any calculation thereafter, and

(x) non-cash impairment charges pertaining to the value of goodwill; minus

(c) non-cash charges previously added back to Consolidated net income in determining Consolidated EBITDA to the extent such non-cash charges have become cash charges during such period; minus

(d) any other non-recurring, non-cash gains during such period, including without limitation, (i) gains from the sale or exchange of assets other than in the ordinary course of business and (ii) gains from early extinguishment of Indebtedness or Hedging Agreements; minus

(e) to the extent added in calculating Consolidated net income, any portion of the PPP Loan that has been forgiven and cancelled.

"Eighth Amendment" shall mean that certain Eighth Amendment to Credit Agreement dated August ____, 2020, between Borrowers, Agent and Lenders.

"Eighth Amendment Effective Date" is as defined in the Eighth Amendment.

"PPP Exclusion Period" shall mean the period commencing on the date on which the PPP Loan has been extended until the date on which a final determination by the lender of the PPP Loan has been made and, to the extent required, the Small Business Administration, regarding the amount of PPP Loan that will be forgiven pursuant to the CARES Act.

"Weekly Projection Period" shall mean (i) the period commencing on the Seventh Amendment Effective Date through and including December 31, 2020, and (ii) any subsequent period in which the Total Leverage Ratio exceeds 3.00 to 1.00.

(b) Weekly Cash Flow Projections. Section 6.2(f) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

"(f) On Monday of each week, with respect to the week ending on the immediately preceding Friday, during any Weekly Projection Period, an updated 13-week cash flow projection of the US Borrower and its Subsidiaries; and"

(i)Section 7.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

"7.1 Financial Covenants. Permit:

"(a) Maximum Total Leverage Ratio. The Total Leverage Ratio to exceed (i) 3.75:1.00, with respect to the fiscal quarter ended as of September 30, 2020; (ii) 3.50:1.00, with respect to the fiscal quarter ended December 31, 2020; (iii) 3.25:1.00, with respect to the fiscal quarters ended March 31, 2021 and June 30, 2021; and (iv) 3.00:1.00, with respect to each fiscal quarter thereafter. Notwithstanding anything to the contrary set forth in the definition of "Total Leverage Ratio," for purposes of calculating the Total Leverage Ratio, Consolidated EBITDA shall be determined (i) with respect to the fiscal quarter ended as of September 30, 2020, for the single fiscal quarter then ended, multiplied by 4,(ii) with respect to the fiscal quarter ended as of December 31, 2020, for the two fiscal quarters then ended, multiplied by 2, (iii) with respect to the fiscal quarter ended as of March 31, 2021, for the three fiscal quarters then ended, multiplied by 4/3, and (iv) with respect to each fiscal quarter thereafter, for the four fiscal quarters then ended;

"(b) Minimum Debt Service Coverage Ratio. The Debt Service Coverage Ratio to be less than 1.20:1.00, to be measured, as of the end of each fiscal quarter. Notwithstanding anything to the contrary set forth in the definition of "Debt Service Coverage Ratio," such calculation shall be made (i) with respect to the fiscal quarter ended as of September 30 2020, for the single fiscal quarter then ended, (ii) with respect to the fiscal quarter ended as of December 31, 2020, for the two fiscal quarters then ended, (iii) with respect to the fiscal quarter ended as of March 31, 2021, for the three fiscal quarters then ended, and (iv) with respect to the last day of each fiscal quarter thereafter, for the four fiscal quarters then ended;

"(c) Minimum Liquidity. The US Borrower's Liquidity to be less than 20% of the Borrowing Base, to be calculated as of the last day of each fiscal month through and including

June 30, 2021, on the basis of the Borrowing Base Certificate submitted with respect to such fiscal month just ended; or

"(d) Minimum Consolidated EBITDA. The Consolidated EBITDA of the US Borrower and its Subsidiaries on a Consolidated Basis to be less than the amounts set forth below, with respect to the measurement period ended as of each date of determination set forth below:



Date of Determination	Measurement Period	Minimum Consolidated EBITDA
September 30, 2020	Trailing 3 months	$3,000,000
December 31, 2020	Trailing 6 months	$6,500,000
March 31, 2021	Trailing 9 months	$10,000,000
June 30, 2021	Trailing 12 months	$13,500,000

(ii)The form of Covenant Compliance Report attached to the Credit Agreement as Exhibit D is hereby amended and replaced in its entirety with the form of Covenant Compliance Report attached to this Amendment as Exhibit B.

(d) Collateral Field Exam. Between the Eighth Amendment Effective Date and December 31, 2020, a full collateral field exam shall be completed by the Agent at the Borrowers' expense.

(e) Permitted Distributions. Section 7.5(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

"(a) Distributions of US Borrower to the Parent, provided that such Distributions are declared and made after December 31, 2021, and US Borrower demonstrates compliance with each of the following conditions immediately prior to declaration of such Distributions:

"(i) the Post-Distribution DSCR shall be greater than 1.10:1.00;

"(ii) US Borrower's Liquidity shall be no less than $5,000,000 after giving pro forma effect to payment of the Distributions;

"(iii) the Total Leverage Ratio shall be no more than 2.00:1.00; and

"(iv) Borrowers are in compliance with the financial covenants set forth in Section 7.1, both before and after giving pro forma effect to such Distributions; and"

(f) Applicable Margin. Notwithstanding anything to the contrary set forth in the Credit Agreement, Level VII pricing as set forth in the pricing grid of the definition of "Applicable Margin" shall be in effect commencing on the Eighth Amendment Effective Date, until the Agent’s receipt of the applicable financial statements for the fiscal quarter ending June 30, 2021, at which point adjustments to the Applicable Margin shall thereafter be effected in accordance with clauses (b) and (c) of the definition of "Applicable Margin."

3.Representations and Warranties; Effectiveness. Each Borrower represents, warrants, and agrees that:

(a)This Amendment may be executed in as many counterparts as Agent, the Lenders and Borrowers deem convenient, and shall become effective upon (such date referred to as the "Eighth Amendment Effective Date"): (i) delivery to Agent of all executed counterparts hereto, (ii) execution and delivery of such other documents and instruments as the Agent and Lenders may require in connection herewith, including without limitation the consent of the Guarantors in the form attached as Exhibit A, all in form and content satisfactory to Agent, (iii) payment to Agent for distribution to Lenders executing this Amendment in accordance with their Percentages, of an amendment fee in the aggregate amount of fifteen (15) basis points of the sum of (A) the Revolving Credit Aggregate Commitment, (B) the outstanding principal balance of all CAPEX Loan Advances as of the date hereof, and (C) the outstanding principal balance of all Amortizing Loans as of the date hereof, which fee is deemed fully earned on the date hereof and not refundable under any circumstance, and (iv) payment to the Agent for the sole account of the Agent, the arrangement fee provided in the Supplement to Agent's Fee Letter dated as of the same date herewith.

(b)Except as expressly modified in this Amendment, the representations, warranties, and covenants set forth in the Credit Agreement and in each Loan Document remain true and correct, continue to be satisfied in all respects, and are legal, valid and binding obligations, with the same force and effect as if entirely restated in this Amendment.

(c)When executed, this Amendment will be a duly authorized, legal, valid, and binding obligation of each Borrower enforceable in accordance with its terms. The Credit Agreement, as amended by this Amendment, is ratified and confirmed and shall remain in full force and effect.

(d)Upon giving effect to this Amendment, no Default or Event of Default has occurred and is continuing under the Credit Agreement or any other Loan Document, and no event has occurred or condition exists that is or, with the giving of notice or lapse of time or both, would be such a Default or Event of Default.

4.No Waiver. The Borrowers hereby acknowledge and agree that no delay or failure of the Agent or the Lenders in exercising any right, remedy, power or privilege under the Credit Agreement or the Loan Documents shall affect that right, remedy, power or privilege. No delay or failure of the Agent or Lenders to demand strict adherence to the terms of the Credit Agreement or the other Loan Documents, shall be deemed to constitute a course of conduct inconsistent with the Agent's and Lenders' rights at any time, before or after the occurrence of any Event of Default, to prospectively demand strict adherence to the terms of the Credit Agreement and the other Loan Documents.

5.No Other Changes; Ratification. Except as specifically provided in this Amendment, the terms and conditions of the Credit Agreement and Loan Documents remain unchanged and in full force and effect, and the parties hereto ratify and confirm such terms and conditions. This Amendment shall not impair the rights, remedies, and security given in and by the Loan Documents. The terms of this Amendment shall control any conflict between its terms and those of the Credit Agreement.

6.Waiver and Release of All Claims and Defenses. Borrowers, Guarantors and their representatives, successors, assigns, agents, employees, officers, directors, members, managers and heirs hereby waive, relinquish, discharge and release Agent, Lenders and their successors, assigns, agents, employees and attorneys from all claims and defenses of every kind or nature, known or unknown, whether existing by virtue of state, federal, bankruptcy or non-bankruptcy federal law, by agreement or otherwise, against Agent or any Lender, whether previously or now existing or arising out of or relating to any transactions or dealings between Agent, Lenders, and Borrowers through the date of this Amendment with respect to the Indebtedness or otherwise, including without limitation, any affirmative defenses, counter-claims, set-offs, deductions or recoupments.

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

8.Other Modification. This Amendment may be altered or modified only by written instrument duly executed by Borrowers, Agent and the Lenders. In executing this Amendment, Borrowers are not relying on any promise or commitment of Agent or the Lenders that is not in writing signed by Agent and the Lenders.

9.Governing Law. The parties agree that the terms and provisions of this Amendment shall be governed by and construed in accordance with the internal laws of the State of Michigan, without regard to principles of conflicts of law.

10.No Defenses. Borrowers acknowledge, confirm, and warrant to Agent and the Lenders that as of the date hereof Borrowers have absolutely no defenses, claims, rights of set-off, or counterclaims against Agent and/or the Lenders under, arising out of, or in connection with this Amendment, the Credit Agreement, the Loan Documents and/or the Indebtedness.

11.Expenses. Borrowers shall promptly pay all out-of-pocket fees, costs, charges, expenses, and disbursements of Agent incurred in connection with the preparation, execution, and delivery of this Amendment, and the other documents contemplated by this Amendment.

12.WAIVER OF JURY TRIAL. THE LENDERS, THE AGENT AND THE BORROWERS KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AMENDMENT, THE CREDIT AGREEMENT OR ANY RELATED INSTRUMENT OR AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTION OF ANY OF THEM. NEITHER THE LENDERS, THE AGENT NOR THE BORROWERS SHALL SEEK TO CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY THE LENDERS AND THE AGENT OR THE BORROWERS, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY ALL OF THEM.

[Signatures on following pages]

This Amendment is executed and delivered as of the date first entered above.

BORROWERS:



UNIQUE FABRICATING NA, INC.,
as US Borrower
By:	/s/ Xxxx Xxxxxxx Xxxx III
	Xxxx Xxxxxxx Xxxx III
Title:	President



UNIQUE-INTASCO CANADA, INC.,
as CA Borrower
By:	/s/ Xxxx Xxxxxxx Xxxx III
	Xxxx Xxxxxxx Xxxx III
Title:	President

SIGNATURES CONTINUE ON FOLLOWING PAGE



CITIZENS BANK, NATIONAL ASSOCIATION,
as Agent and Lender
By:	/s/ Xxxxxxx Xxxxxx
	Xxxxxxx Xxxxxx
Its:	Senior Vice President



COMERICA BANK,
as Lender
By:	/s/ Xxxx X. Xxxxx
	Xxxx X. Xxxxx
Its:	Vice President



FLAGSTAR BANK, FSB,
as Lender
By:	/s/ Xxxxxxx Xxxxxxx-Xxxx
	Xxxxxxx Xxxxxxx-Xxxx
Its:	First Vice President



KEYBANK NATIONAL ASSOCIATION,
as Lender
By:	/s/ Xxxxxxx Xxxxxx
	Xxxxxxx Xxxxxx
Its:	Senior Vice President

EXHIBIT A

ACKNOWLEDGMENT AND CONSENT

Each of the undersigned hereby: (i) acknowledges and consents to the execution, delivery and performance of that certain Eighth Amendment to Credit Agreement of even date herewith (the "Eighth Amendment") between Unique Fabricating NA, Inc. and Unique-Intasco Canada, Inc., as "Borrowers", Citizens Bank, National Association in its capacities as a "Lender" and "Agent", Comerica Bank, in its capacity as a "Lender", Flagstar Bank, FSB, in its capacity as a "Lender", and KeyBank National Association, in its capacity as a "Lender", executed in connection with the Amended and Restated Credit Agreement dated as of November 8, 2018 among Borrowers, Lenders and the Agent, as amended (the "Agreement"), (ii) agrees to and acknowledges the waiver and release in Section 6 of the Eighth Amendment, and (iii) ratifies and affirms its Continuing Agreement of Guaranty and Suretyship dated as of April 29, 2016 (as amended from time to time, the "Guaranty"), which Guaranty remains in full force and effect with respect to all Indebtedness (as defined in the Agreement and amended by the Eighth Amendment) and each of the other Loan Documents previously executed and delivered by it and/or Borrowers, as amended by the Eighth Amendment.

Executed as of the 7th day of August, 2020.

UNIQUE FABRICATING NA, INC.

UNIQUE FABRICATING, INC.

UNIQUE-CHARDAN, INC.

UNIQUE MOLDED FOAM TECHNOLOGIES, INC.

UNIQUE-PRESCOTECH, INC.

UNIQUE FABRICATING REALTY, LLC

UNIQUE FABRICATING SOUTH, INC.

UNIQUE-INTASCO USA, INC.



By:	/s/ Xxxx Xxxxxxx Xxxx III
	Xxxx Xxxxxxx Xxxx III
Title:	President of each of the above entities

EXHIBIT B

FORM OF COVENANT COMPLIANCE REPORT

TO: Citizens Bank, National Association, as Agent

RE: Amended and Restated Credit Agreement made as of the 8th day of November, 2018 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), by and among the financial institutions from time to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Citizens Bank, National Association, as Agent for the Lenders (in such capacity, the “Agent”), Unique Fabricating NA, Inc. ("US Borrower") and Unique-Intasco Canada, Inc., a British Columbia corporation (“CA Borrower” called together with US Borrower, "Borrowers").

This Covenant Compliance Report (“Report”) is furnished pursuant to Section 6.1(a) or 6.1(c) of the Credit Agreement and sets forth various information as of ______________, 20___ (the “Computation Date”).

Total Leverage Ratio (Section 7.1(a)). On the Computation Date, the Total Leverage Ratio, which is required to not exceed [_________] See Section 7.1(a) of the Credit Agreement for the required level as of the applicable Computation Date. Insert the applicable required Total Leverage Ratio and delete the others. to 1.00 as of the Computation Date, was ______ to 1.00, as computed in the supporting documents attached hereto as Schedule 1.


2.	Debt Service Coverage Ratio (Section 7.1(b)). On the Computation Date, the Debt Service Coverage Ratio, which is required to not be less than 1.20:1.00, was ______ to 1.00, as computed in the supporting documents attached hereto as Schedule 2.

Minimum Consolidated EBITDA (Section 7.1(d)). On the Computation Date, the Consolidated EBITDA, which is required to not be less than [$______________] See Section 7.1(d) of the Credit Agreement for measurement periods and required levels as of the relevant Computation Date. Insert the applicable required level., was $______________, as computed in the supporting documents attached hereto as Schedule 3.

[Excess Cash Flow. The Excess Cash Flow for the Fiscal Year ended as of the Computation Date is $________________, as computed in the supporting documents attached hereto as Schedule 4. Based on the Total Leverage Ratio set forth in Section 1 of this Report, the Excess Cash Flow Percentage is [50%/25%/0%] The Excess Cash Flow Percentage will be (a) 50%, if the Total Leverage Ratio set forth in Section 1 of this Report is greater than or equal to 2.75:1.00, (b) 25%, if the Total Leverage Ratio set forth in Section 1 of this Report is greater than or equal to 2.00:1.00, but less than 2.75:1.00, and (c) 0% in all other cases. Insert the applicable Excess Cash Flow Percentage and delete the others., resulting in a mandatory prepayment of the Amortizing Loans under Section 3.9(a) of the Credit Agreement in an amount equal to $_______________.] This Section 4 to be included only with respect to each Report delivered under 6.1(a).

The Borrower’s Responsible Offer hereby certifies that:

A. To the best of my knowledge, all of the information set forth in this Report (and in any Schedule attached hereto) is true and correct in all material respects.

B. To the best of my knowledge, the representation and warranties of the Credit Parties contained in the Credit Agreement and in the Loan Documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on and at the date hereof, except to the extent that such representations and warranties expressly relate to an earlier specific date, in which case such representations and warranties were true and correct in all material respects as of the date when made.

C. I have reviewed the Credit Agreement, and this Report is based on an examination sufficient to assure that this Report is accurate.

D. To the best of my knowledge, except as stated in Schedule 4 hereto (which shall describe any existing Default or Event of Default and the notice and period of existence thereof and any action taken with respect thereto or contemplated to be taken by Borrower or any other Credit Party), no Default or Event of Default has occurred and is continuing on the date of this Report.

E. With respect to the financial statements of Parent and its Consolidated Subsidiaries delivered in connection herewith pursuant to Section 6.1(a) or (c) of the Credit Agreement (as applicable), the undersigned certifies that there are no material differences between the statements of income and cash flow shown therein, and the results for US Borrower and its Consolidated Subsidiaries for the like period.

Capitalized terms used in this Report and in the Schedules hereto, unless specifically defined to the contrary, have the meanings given to them in the Credit Agreement.

IN WITNESS WHEREOF, US Borrower has caused this Covenant Compliance Report to be executed and delivered by its Responsible Offer this ______ day of __________________, ____.

UNIQUE FABRICATING NA, INC.

By:

Print Name:

Its:

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EIGHTH AMENDMENT TO CREDIT AGREEMENT

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