Contract

Exhibit 10.6

FIFTH AMENDMENT dated as of March 13, 2018 between HONDA CANADA FINANCE INC., a Canada corporation (the “Borrower”) and CANADIAN IMPERIAL BANK OF COMMERCE, as administrative agent, for and on behalf of the Banks party to the Credit Agreement (as defined below) (the “Administrative Agent”).

WHEREAS, the Borrower, the Banks, the Administrative Agent, and the other Agents party thereto are party to a second amended and restated credit agreement dated as of March 24, 2014 (as amended pursuant to an amendment dated as of June 30, 2014, a second amendment dated as of March 13, 2015, a third amendment dated as of March 23, 2016 and a fourth amendment dated as of March 23, 2017, collectively, the “Credit Agreement”);

WHEREAS, pursuant to Section 2.11 of the Credit Agreement, the Borrower may request that the Commitment Termination Date of a Class be extended by one year; and

WHEREAS the Borrower has requested that (i) each of the Class A Commitment Termination Date and the Class B Commitment Termination Date be extended by one year and (ii) the Credit Agreement be amended to delete the Utilization Fee, and the Lenders have agreed to each such extension and amendment.

NOW THEREFORE IT IS AGREED:

Section 1 Defined Terms.

Capitalized terms used in this Amendment and not otherwise defined have the meanings specified in the Credit Agreement.

Section 2 Amendments.

(1) Section 1.1 of the Credit Agreement is hereby amended as follows:

(a) The definition of “Tranche A Commitment Termination Date” is amended by deleting “March 24, 2018” and replacing it with “March 24, 2019”; and

(b) The definition of “Tranche B Commitment Termination Date” is hereby amended by deleting “March 24, 2022” and replacing it with “March 24, 2023”.

(c) The defined term “Utilization Fee” and its related definition is hereby deleted and replaced with “[Reserved]”.

(2) Section 2.8 of the Credit Agreement is hereby amended by deleting the heading “Utilization Fee” together with the entirety of the two paragraphs immediately underneath such heading, and replacing them with “[Reserved]”.

(3) Section 5.2 of the Credit Agreement is hereby amended by deleting the clause beginning with “each payment of Utilization Fees” and ending with “pro rata share of Accommodations Outstanding” where it appears after “(b)” and before “, and (c)” and replacing it with “[Reserved]”.

(4) Section 5.3 of the Credit Agreement is hereby amended by deleting “and Utilization Fees”.

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(5) Section 5.8 of the Credit Agreement is hereby amended by deleting each reference to “Utilization Fees” and “unpaid Utilization Fees” in the first sentence of such Section 5.8.

(6) Section 6.4 of the Credit Agreement is hereby amended by deleting the reference to “Utilization Fees” in the third sentence of such Section 6.4.

(7) Section 8.4 of the Credit Agreement is hereby amended as follows:

(a) Each reference to “March 31, 2016” is deleted and replaced with “March 31, 2017”.

Section 3 Representations and Warranties.

To induce the Administrative Agent to enter into this Amendment, the Borrower represents and warrants to the Administrative Agent and the Banks as follows, which representations and warranties shall survive the execution and delivery hereof:

(a) The Borrower is duly organized and validly existing as a corporation under the laws of Canada;

(b) The execution, delivery and performance of this Amendment has been duly authorized by the Borrower by all necessary corporation action.  This Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law;

(c) The execution, delivery and performance of this Amendment by the Borrower and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Borrower is a party or by which it is bound; nor result in or require the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument; nor violate any law or, to the best of its knowledge, any order, rule or regulation applicable to the Borrower of any Governmental Authority having jurisdiction over the Borrower or its properties; which breach, default, conflict, Lien or violation would have a Material Adverse Effect; and

(d) The Credit Agreement, as amended pursuant hereto, remains in full force and effect, unamended, and is enforceable against the Borrower in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

Section 4 Reference to and Effect on the Credit Agreement.

Upon this Amendment becoming effective, each reference in the Credit Agreement to “this Agreement” and each reference to the Credit Agreement in the other Credit Documents and any and all other agreements, documents and instruments delivered by any of the Banks, the Administrative Agent, the Credit Parties or any other Person shall mean and be a reference to the Credit Agreement as amended

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by this Amendment.  Except as specifically amended by this Amendment, the Credit Agreement shall remain in full force and effect.

Section 5 Costs and Expenses.

The Borrower agrees to reimburse the Administrative Agent and the Banks for all reasonable fees, costs and expenses, including the reasonable fees, costs and expenses of counsel to the Administrative Agent, in connection with this Amendment and the other documents executed in connection herewith.

Section 6 Effectiveness.

This Amendment shall become effective upon the following conditions precedent being satisfied:

(a) duly executed signature pages for this Amendment signed by the Borrower and the Administrative Agent shall have been delivered to the Administrative Agent;

(b) the Administrative Agent shall have received an Officer's Certificate in form and substance satisfactory to the Agent to the effect that since the date of the most recent audited financial statements furnished to the Banks pursuant to Section 9.1 of the Credit Agreement, there has occurred no material adverse change in the business, operations, business prospects or financial condition of the Borrower and its Subsidiaries, taken as a whole; as of the date of said certificate, no Default has occurred or is continuing or will result from extending each of the Commitment Termination Dates; and, as of the date of said certificate, the representations and warranties made by the Borrower in Section 8 of the Credit Agreement (excluding Section 8.4(b)) are true and correct with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date);

(c) the Administrative Agent shall have received, for the benefit of the Lenders, a commitment fee equal to 0.03% of the Tranche A Commitments and 0.04% of the Tranche B Commitments.

Section 7 Governing Law.

This Amendment shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Section 8 Counterparts.

This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Amendment by signing any such counterpart.  Delivery of an executed counterpart of a signature page to this Amendment by telecopier or electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 9 Severability; Headings Descriptive.

In case any provision in or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction shall not in any way be

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affected or impaired thereby.  The headings of the several Sections and subsections of this Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment.

[Signatures appear on the following page]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the day and year first above written.

		Honda canada finance inc., as Borrower
		By:	/s/Xxxx Xxxxxxxx
			Name:    Xxxx Xxxxxxxx
			Title:  Vice President – Secretary &                 Risk Management Officer
		By:	/s/Xxxxxx Xxxxxxx
			Name:   Xxxxxx Xxxxxxx
			Title:Vice President – Treasurer &               Compliance Officer

Honda Fifth Amending Agreement – Signature Page

		canadian imperial bank of commerce, as Administrative Agent
		By:	/s/Xxxxxxx Xxxx
			Name:   Xxxxxxx Xxxx
			Title: Director
		By:	/s/Xxxxxx Xxxxxx
			Name:   Xxxxxx Xxxxxx
			Title:Managing Director

Honda Fifth Amending Agreement – Signature Page

		canadian imperial bank of commerce, as a Bank
		By:	/s/Xxxxxxx Xxxx
			Name:       Xxxxxxx Xxxx
			Title:     Director
		By:	/s/Xxxxxx Xxxxxx
			Name:       Xxxxxx Xxxxxx
			Title:     Managing Director

Honda Fifth Amending Agreement – Signature Page

		BANK OF MONTREAL, as a Bank
		By:	/s/Xxxx X. Xxxxxxxx
			Name:    Xxxx X. Xxxxxxxx
			Title:  Director

Honda Fifth Amending Agreement – Signature Page

		royal BANK OF canada, as a Bank
		By:	/s/Xxxxx Xxxxx
			Name:     Xxxxx Xxxxx
			Title:   Authorized Signatory

Honda Fifth Amending Agreement – Signature Page

		the toronto-dominion BANK, as a Bank
		By:	/s/Xxxxx Xxxxxx
			Name:   Xxxxx Xxxxxx
			Title: Authorized Signatory

Honda Fifth Amending Agreement – Signature Page

		THE BANK OF tokyo-mitsubishi ufj, LTD., canada BRANCH, as a Bank
		By:	/s/Xxxxxxxx Xxxxxx
			Name:    Xxxxxxxx Xxxxxx
			Title:  Vice President

Honda Fifth Amending Agreement – Signature Page

		mizuho BANK ltd., canada branch, as a Bank
		By:	/s/Xxxxxx Xxxxxx
			Name:   Xxxxxx Xxxxxx
			Title: Managing Director

Honda Fifth Amending Agreement – Signature Page