Contract
Exhibit 10.1
AMENDMENT No. 1, dated as of November 6, 2018 (this “Amendment”), to the Credit Agreement dated as of July 27, 2016, among ADIENT GLOBAL HOLDINGS LTD, a public company organized under the Companies (Jersey) Law 1991 with registered number 121385 having its registered office at 3rd floor, 00 Xxxxxxxxxx, Xx Xxxxxx, Xxxxxx, XX0 0XX, as Initial Borrower, the Subsidiary Borrower party thereto, the several banks and other financial institutions or entities from time to time party to the Credit Agreement (the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”) and Collateral Agent and the various other parties thereto (as amended, restated, modified and supplemented from time to time prior to the date hereof, the “Credit Agreement”, and the Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
WHEREAS, Section 9.08 of the Credit Agreement provides that the Borrower, the Administrative Agent and the Required Lenders may amend the Credit Agreement for certain purposes;
WHEREAS, the Borrower wishes to amend the Credit Agreement on the terms set forth herein;
WHEREAS, the Administrative Agent, the Borrower and the Required Lenders have agreed, subject to the terms and conditions set forth herein, to make certain amendments to the Credit Agreement as set forth below;
NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1. Amendments.
(a) The Credit Agreement is, effective as of the Amendment Effective Date (as defined below), hereby amended as follows:
(i) The table in the schedule to the Credit Agreement identified as the “Pricing Schedule” is hereby deleted in its entirety and replaced with the following:
-1-
| Level |
Total Net Leverage Ratio |
Applicable Margin for Eurocurrency Loans |
Applicable Margin for ABR Loans |
Applicable Commitment Fee | ||||
| I |
Less than 1.00 to 1.00 | 1.25% | 0.25% | 0.15% | ||||
| II |
Greater than or equal to 1.00 to 1.00 but less than 1.50 to 1.00 | 1.50% | 0.50% | 0.20% | ||||
| III |
Greater than or equal to 1.50 to 1.00 but less than 2.50 to 1.00 | 1.75% | 0.75% | 0.25% | ||||
| IV |
Greater than or equal to 2.50 to 1.00 but less than 3.25 to 1.00 | 2.00% | 1.00% | 0.30% | ||||
| V |
Greater than or equal to 3.25 to 1.00 but less than 3.75 to 1.00 | 2.25% | 1.25% | 0.35% | ||||
| VI |
Greater than or equal to 3.75 to 1.00 | 2.50% | 1.50% | 0.40% |
(b) Section 6.12 of the Credit Agreement is deleted in its entirety and replaced with the below:
Financial Covenant. Permit the Total Net Leverage Ratio as of the last day of each fiscal quarter of Parent ending (i) on or prior to June 30, 2018, to exceed 3.50 to 1.00, (ii) after June 30, 2018 and on or prior to September 30, 2020, to exceed 4.50 to 1.00, (iii) on December 31, 2020, to exceed 4.25 to 1.00 and (iv) after December 31, 2020 to exceed 4.00 to 1.00.
Section 2. Representations and Warranties, No Default. The Borrower hereby represents and warrants that as of the Amendment Effective Date, after giving effect to the amendments set forth in this Amendment, (i) no Event of Default or Default has occurred under the Credit Agreement and is continuing and (ii) the representations and warranties of the Borrower and each Loan Party contained in Article III of the Amended Credit Agreement or any other Loan Document are true and correct in all material respects as of the Amendment Effective Date; provided, that to the extent that such representations and warranties specifically relate to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
Section 3. Effectiveness. Section 1 of this Amendment shall become effective on the date (such date, if any, the “Amendment Effective Date”) that the following conditions have been satisfied:
(i) Consents. The Administrative Agent shall have received executed signature pages hereto from Lenders constituting the Required Lenders immediately prior to giving effect to this Amendment;
(ii) Fees. The Administrative Agent shall have received from the Borrower (i) all fees required to be paid to the Administrative Agent as separately agreed with the Borrower, (ii) all expenses required to be paid or reimbursed under Section 9.05(a) of the Credit Agreement for which invoices have been presented at least three (3) Business
Days prior to the Amendment Effective Date and (iii) a consent fee for the account of each Lender that has provided an executed counterpart hereto prior to October 26, 2018 equal to 0.10% of the principal amount of such Lender’s Revolving Facility Commitments and Term A Loans outstanding on the Amendment Effective Date; and
(iii) Officer’s Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower dated the Amendment Effective Date certifying that (a) the representations and warranties of the Borrower and each Loan Party contained in Article III of the Amended Credit Agreement or any other Loan Document are true and correct in all material respects as of the Amendment Effective Date; provided, that to the extent that such representations and warranties specifically relate to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representations and warranties that are qualified as to “materiality,” “Material Adverse Effect” or similar language are true and correct (after giving effect to any qualification therein) in all respects on such respective dates and (b) no Event of Default or Default has occurred and is continuing.
Section 4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
Section 5. Applicable Law; Waiver of Jury Trial; Jurisdiction; Consent to Service of Process. The provisions set forth in Sections 9.07, 9.11 and 9.15 of the Credit Agreement are hereby incorporated mutatis mutandis with all references to the “Agreement” therein being deemed references to this Amendment.
Section 6. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
Section 7. Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or any other Agent, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from and after the Amendment Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment. The Borrower hereby consents to this Amendment and confirms that all obligations of the Borrower under the Loan Documents to which it is a party shall continue to apply to the Credit Agreement as amended hereby. Each Loan Party hereby (i) acknowledges all of the terms and conditions of this Amendment and confirms that all of its obligations under the
Loan Documents to which it is a party shall continue to apply to the Credit Agreement as amended hereby, (ii) reaffirms, as of the date hereof, its guarantee of the Obligations under the Subsidiary Guarantee Agreement, and its grant of Liens on the Collateral to secure the Obligations pursuant to the Security Documents to which it is a party.
[Signature pages follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
| ADIENT GLOBAL HOLDINGS, LTD | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Authorized Representative | |||
| ADIENT US LLC | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Authorized Person | |||
[Signature Page to Adient Amendment]
| ADIENT PLC | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Vice President and Treasurer | |||
| ADIENT HOLDING IRELAND LIMITED | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Authorized Officer | |||
[Signature Page to Adient Amendment]
| ADIENT GLOBAL HOLDINGS S.À X.X. | ||||
| By: | /s/ Xxxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxxx X. Xxxxxxx | |||
| Title: | Duly Authorized Manager | |||
| ADIENT GLOBAL HOLDINGS LUXEMBOURG S.À X.X. | ||||
| By: | /s/ Xxxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxxx X. Xxxxxxx | |||
| Title: | Duly Authorized Manager | |||
[Signature Page to Adient Amendment]
| ADIENT UK PENSION SCHEME TRUSTEE LIMITED | ||||
| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | Director | |||
[Signature Page to Adient Amendment]
| XXXXXX XXXXXXX UK LIMITED ADIENT PROPERTIES UK LTD ADIENT HOLDING GERMANY LTD ADIENT HOLDING EUROPE LTD. ADIENT HOLDING LTD ADIENT HOLDING UK LTD ADIENT FINANCING LTD ADIENT FINANCING INTERNATIONAL LTD ADIENT UK FINANCING LTD ADIENT UK FINANCING INTERNATIONAL LTD ADIENT SEATING UK LTD | ||||
| ADIENT UK GLOBAL FINANCING LTD | ||||
| ADIENT LTD | ||||
| By: | /s/ Xxxxxxxx Xxx Xxxxxxx | |||
| Name: | Xxxxxxxx Xxx Xxxxxxx | |||
| Title: | Director | |||
[Signature Page to Adient Amendment]
| RECARO NORTH AMERICA, INC. ADIENT XXXXX, INC. ADIENT XXXXXXX, INC. ADIENT INC. ADIENT PROPERTIES LLC ADIENT HOLDING MEXICO, LLC ADIENT HOLDING BRAZIL LLC ADIENT HOLDING SLOVAKIA LLC ADIENT HOLDING TURKEY LLC ADIENT HOLDING SOUTH AFRICA LLC ADIENT SYSTEMS ENGINEERING, LLC ADIENT HOLDING INTERNATIONAL IRELAND LLC ADIENT HOLDING IRELAND LLC FUTURIS GLOBAL HOLDINGS, LLC FUTURIS AUTOMOTIVE (NA) HOLDINGS INC. FUTURIS AUTOMOTIVE (NA) INTERMEDIATE HOLDINGS INC. FUTURIS AUTOMOTIVE (US) INC. FUTURIS AUTOMOTIVE (DE) LLC FUTURIS AUTOMOTIVE (CA) LLC CNI HOLDINGS, LLC CNI-OWOSSO, LLC CNI-DULUTH, LLC CNI PLASTICS, LLC | ||||
| UNIVERSAL TRIM, INC. CNI ENTERPRISES, INC. | ||||
| NICA, INC., each as a Loan Party | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
[Signature Page to Adient Amendment]
| JPMORGAN CHASE BANK, N.A., | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Executive Director | ||
[Signature Page to Adient Amendment]
| JPMORGAN CHASE BANK, N.A., as Collateral Agent | ||||
| By: | /s/ Xxxxxx Xxxxxx | |||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | Executive Director | |||
[Signature Page to Adient Amendment]
| Associated Bank, N.A., as a Lender | ||||
| By: | /s/ Xxx Xxxxxxxxx | |||
| Name: | Xxx Xxxxxxxxx | |||
| Title: | SVP | |||
[Signature Page to Amendment]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
| BANK OF AMERICA, N.A. as a Lender | ||||
| By: | /s/ Xxxxx Xxxxxxxx | |||
| Name: | Xxxxx Xxxxxxxx | |||
| Title: | Director | |||
[Signature Page to Adient Amendment]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
| Bank of China, Chicago Branch as a Lender | ||
| By: | /s/ Chengxiang Li | |
| Name: Chengxiang Li | ||
| Title: SVP & Deputy Branch Manager | ||
[Signature Page to Adient Amendment]
| BARCLAYS BANK PLC, as a Lender | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Director | ||
[Signature Page to Amendment]
| BRANCH BANKING AND TRUST COMPANY, as a Lender | ||
| By: | /s/ Xxxx X. Xxxxxxxx | |
| Name: Xxxx X. Xxxxxxxx | ||
| Title: Senior Vice President | ||
[Signature Page to Amendment]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
| BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as a Lender | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Director | ||
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Senior Vice President | ||
[Signature Page to Adient Amendment]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
| BMO Xxxxxx Bank, N.A. as a Lender | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Vice-President | ||
[Signature Page to Adient Amendment]
| Credit Industriel et Commercial, New York Branch as a Lender | ||
| By: | /s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | ||
| Title: Vice President | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Vice President | ||
[Signature Page to Adient Amendment]
| CITIBANK, N.A., as a Lender | ||
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Vice President | ||
[Signature Page to Amendment]
| COMMERZBANK AG; New York Branch, as a Lender | ||
| By: | /s/ Xxxx X. Xxxxxx | |
| Name: Xxxx X. Xxxxxx | ||
| Title: Director | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | ||
| Title: Vice President | ||
[Signature Page to Amendment]
| Credit Agricole Corporate and Investment Bank, as a Lender | ||
| By: | /s/ Xxxx Xxxx | |
| Name: Xxxx Xxxx | ||
| Title: Director | ||
| By: | /s/ Xxxxxx Xxx | |
| Name: Xxxxxx Xxx | ||
| Title: Director | ||
[Signature Page to Amendment]
| DBS BANK LTD., as a Lender | ||
| By: | /s/ Yeo How Ngee | |
| Name: Yeo How Ngee | ||
| Title: Managing Director | ||
[Signature Page to Adient Amendment]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
| Eastern Bank, as a Lender | ||
| By: | /s/ Xxxxxx X. Field | |
| Name: Xxxxxx X. Field | ||
| Title: Senior Vice President | ||
[Signature Page to Adient Amendment]
| First National Bank of Omaha, as a Lender | ||
| By: | /s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | ||
| Title: Vice President | ||
[Signature Page to Adient Amendment]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
| FIRST TENNESSEE BANK NATIONAL ASSOCIATION as a Lender | ||
| By: | /s/ Xxxxxxxxx X Xxxxx | |
| Name: Xxxxxxxxx X Xxxxx | ||
| Title: Senior Vice President | ||
[Signature Page to Adient Amendment]
| XXXXXXX XXXXX BANK USA as a Lender | ||
| By: | /s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | ||
| Title: Authorised Signatory | ||
[Signature Page to Amendment]
| THE HUNTINGTON NATIONAL BANK, | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: Xxxx Xxxxx | ||
| Title: Vice President | ||
[Signature Page to Adient Amendment]
| INDUSTRIAL AND COMMERCIAL BANK | ||
| OF CHINA LIMITED, NEW YORK BRANCH, as a Lender | ||
| By: | /s/ Xxx Xxxx | |
| Name: Xxx Xxxx | ||
| Title: Vice President | ||
| By: | /s/ Gang Duan | |
| Name: Gang Duan | ||
| Title: Executive Director | ||
[Signature Page to Amendment]
| ING Bank N.V., Dublin Branch, as a Bank | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Managing Director | |
| ING Bank N.V., Dublin Branch, as a Bank | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: | Xxxx Xxxxxxx | |
| Title: | Director | |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
| Intesa Sanpaolo S.p.A. – New York Branch as Lender | ||
| By: | /s/ Xxxxxxxxx Xxxxxxx | |
| Name: Xxxxxxxxx Xxxxxxx | ||
| Title: VP & Senior Relationship Manager | ||
| If a second signature is necessary: | ||
| By: | /s/ Francesco Di Mario | |
| Name: Francesco Di Mario | ||
| Title: FVP & Head of Credit | ||
[Signature Page to Adient Amendment]
| MUFG Bank, Ltd., formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd., as a Lender | ||
| By: | /s/ Xxxx Xxxx | |
| Name: Xxxx Xxxx | ||
| Title: Authorized Signatory | ||
[Signature Page to Adient Amendment]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
| PNC BANK, NATIONAL ASSOCIATION, as a | ||
| Lender | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxxxx | ||
| Title: Managing Director | ||
[Signature Page to Adient Amendment]
| Sumitomo Mitsui Banking Corporation, as a | ||
| Lender | ||
| By: | /s/ Xxxxx X. Xxxxxxxxx | |
| Name: Xxxxx X. Xxxxxxxxx | ||
| Title: Managing Director | ||
[Signature Page to Amendment]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
| Standard Chartered Bank as a Lender | ||||
| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Associate Director | |||
| Standard Chartered Bank | ||||
[Signature Page to Adient Amendment]
| State Bank of India, New York, as a Lender | ||||
| By: | /s/ Xxxxx Xxxxx Panda | |||
| Name: | Xxxxx Xxxxx Panda | |||
| Title: | Vice President and Head – CMC | |||
[Signature Page to Amendment – Adient- Amendment No. 1]
| The Toronto Dominion Bank, New York Branch, as a Lender | ||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Authorized Signatory | |||
| UBS, AG Stamford Branch, as a Lender | ||||
| By: | /s/ Xxxxxxx Xxxxx | |||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | Director | |||
| Banking Products Services, US | ||||
[Signature Page to Amendment]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
| Uni Credit Bank AG, New York Branch as a Lender | ||||
| By: | /s/ Xxx Xxxxxxxx | |||
| Name: | Xxx Xxxxxxxx | |||
| Title: | Managing Director | |||
| If a second signature is necessary: | ||||
| By: | /s/ Xxxxxxx Xxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxx | |||
| Title: | Associate Director | |||
[Signature Page to Adient Amendment]
| U.S. Bank National Association, as a Lender | ||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Vice President | |||
[Signature Page to Amendment]
| XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender | ||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Director | |||
[Signature Page to Amendment]
