Exhibit 10.1
Exhibit 10.1
EXECUTION VERSION
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FACILITIES AGREEMENT |
23 May 2022 |
US$1,100,000,000
for
AUTOLIV, INC.
with
CITIBANK, N.A., LONDON BRANCH, MIZUHO BANK, LTD. AND SKANDINAVISKA ENSKILDA BANKEN AB (publ) as active bookrunners and co-ordinators
and
SKANDINAVISKA ENSKILDA BANKEN AB (publ) as Facility Agent |
Allen & Overy LLP
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Contents
Clause Page
1. Interpretation 2
2. Facilities 21
3. Purpose 26
4. Conditions Precedent 27
5. Revolving Loans 27
6. Swingline Loans 28
7. Repayment 30
8. Prepayment and Cancellation 31
9. Interest Periods 34
10. Interest 35
11. Changes to the Calculation of Interest 38
12. Sustainability 40
13. Optional Currencies 44
14. Payments 45
15. Taxes 49
16. Increased Costs 54
17. Illegality 55
18. Guarantee 55
19. Representations and Warranties 60
20. Information Undertakings 65
21. General Undertakings 67
22. Default 74
23. The Agents and the Co-ordinators 77
24. Fees 85
25. Expenses 86
26. Stamp Duties 87
27. Indemnities 87
28. Evidence and Calculations 88
29. Amendments and Waivers 88
30. Changes to the Parties 94
31. Disclosure of Information 98
32. Bail-In 100
33. Acknowledgement regarding any supported QFCs 101
34. Confidentiality of Funding Rates 102
35. Set-Off 104
36. Pro Rata Sharing 104
37. Severability 105
38. Counterparts 105
39. Notices 105
40. Language 107
41. Jurisdiction 108
42. Governing Law 109
43. Integration 109
44. Waiver of Immunity 109
45. Waiver of Jury Trial 109
46. USA Patriot Act 110
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Schedule
Signatories 1
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THIS AGREEMENT is dated 23 May 2022 and is made
BETWEEN:
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IT IS AGREED as follows:
In this Agreement:
other than that Lender's participation in any Loans that are due to be repaid or prepaid on or before the proposed Drawdown Date.
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exceeds:
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Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in Frankfurt, London, Stockholm and New York and:
(b) in relation to a transaction involving Euros, which is a TARGET Day; and
(c) in relation to:
which is an Additional Business Day relating to that Loan or Unpaid Sum.
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unless, in the case of paragraph (a) above:
payment is made within three Business Days of its due date; or
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and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.
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as the office(s) through which it will perform all or any of its obligations under this Agreement.
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the first date from which such payment may become subject to a deduction or withholding required by FATCA.
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unless, in the case of paragraph (a) above:
payment is made within three Business Days of its due date; or
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each as of:
in each case, on the Rate Fixing Day for the currency of that Loan.
(ii) whose revenues (consolidated if it itself has Subsidiaries) equal or exceed ten per cent. of the revenues of the Group taken as a whole; or
(iii) whose trading profits (consolidated if it itself has Subsidiaries) before interest and tax equal or exceed ten per cent. of the trading profits before interest and tax of the Group as a whole,
as determined by reference to the most recent accounts of the Subsidiary and the most recent consolidated accounts of the Group; or
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Relevant Market means the market specified as such in the applicable Compounded Rate Terms or Reference Rate Terms.
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to the extent not cancelled, reduced or transferred under this Agreement.
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and any authority acting for on behalf of any of such entity in connection with administering and enforcing the Sanctions Laws.
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or, in each case, on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If any such page or service ceases to be available, the Facility Agent may specify another page or service displaying the relevant rate after consultation with the Obligors' Agent and the Lenders.
and if, in either case, that rate is less than zero, STIBOR shall be deemed to be zero.
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UK CRD IV means:
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to the extent not transferred, cancelled or reduced hereunder.
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Subject to the terms of this Agreement, the Lenders grant to the Borrowers a multicurrency revolving credit facility under which the Revolving Credit Lenders will make Loans to a Borrower denominated in US Dollars or Optional Currencies.
Subject to the terms of this Agreement, the US$ Swingline Lenders make available to the Borrowers a US Dollar swingline facility under which they will make US$ Swingline Loans denominated in US Dollars, drawings under which are treated as a usage of the Total Revolving Credit Commitments.
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by written notice to the Facility Agent or the US$ Swingline Agent (as applicable) and the Parent:
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request that the Total Commitments be increased (and the Total Commitments under the Facility shall be so increased) in an aggregate amount in US Dollars of up to the amount of the Available Commitments or Commitments so cancelled as follows:
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The Parent may request each Lender to extend its Maturity Date as follows:
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The obligation of each Lender to participate in any Loan is subject to the further conditions precedent that:
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A Borrower may borrow a Revolving Loan if the Facility Agent receives from the Obligors' Agent, not later than 9.00 a.m. (Swedish time) two Business Days before the proposed Drawdown Date or, in the case of a Loan denominated in an Optional Currency, three Business Days before the proposed Drawdown Date, a duly completed Request. Each Request is irrevocable.
A Request will not be regarded as having been duly completed unless:
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Each Request must specify one Loan only, but the Obligors' Agent may, subject to the other terms of this Agreement, deliver more than one Request on any one day.
A Request for a US$ Swingline Loan will not be regarded as having been duly completed unless:
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Each Request must specify one Loan only, but the Obligors' Agent may, subject to the other terms of this Agreement, deliver more than one Request on any one day.
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the aggregate amount of the new Revolving Loans shall be treated as if applied in or towards repayment of the maturing Revolving Loan so that:
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Subject to the other terms of this Agreement, any amounts repaid under Clause 7.1 (Repayment) may be re-borrowed.
The Commitments of each Lender shall, to the extent not already voluntarily cancelled under Clause 8.2 (Voluntary cancellation) or Clause 8.3 (Additional right of prepayment and cancellation), be automatically cancelled in full on the Maturity Date in respect of that Lender.
If:
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then, without prejudice to the obligations of the Borrowers under those Clauses, the Obligors' Agent may, whilst the relevant circumstances continue, serve a notice of prepayment and cancellation on that Lender through the Facility Agent. On the date falling five Business Days after the date of service of the notice:
prepay the whole or any part of any Loan (but, if in part, being an amount that reduces the Original Dollar Amount of the Loan by a minimum amount of US$25,000,000 and an integral multiple of US$5,000,000).
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then the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Obligors' Agent:
any Lender may, by notice to the Facility Agent (which shall promptly notify the Obligors' Agent):
Any such notice will take effect in accordance with its terms.
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that Lender's Commitment will be cancelled in full and the Borrowers shall repay that Lender's participations in all Loans together with accrued interest and all other amounts accrued under the Finance Documents in respect of that Lender.
Each Loan has one Interest Period only.
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If an Interest Period in respect of a Loan borrowed under the Facility would otherwise overrun the Maturity Date in respect of any Lender, it shall be shortened so that it ends on that Maturity Date.
The Facility Agent shall notify each relevant Party of the duration of each Interest Period promptly after ascertaining its duration.
(B) in relation to any Revolving Loan in Swedish Kronor, STIBOR; or
(C) in relation to any other Revolving Loan, the Benchmark Rate prescribed in a Reference Rate Supplement for that currency.
If any day during an Interest Period for a Compounded Rate Loan is not an RFR Banking Day, the rate of interest on that Compounded Rate Loan for that day will be the rate applicable to the immediately preceding RFR Banking Day.
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(d) (i) Subject to subparagraph (g) below, if the Parent's long term unsecured and unsubordinated debt has assigned to it a credit rating by only one Rating Agency, the relevant Margin shall be the percentage rate per annum shown alongside that credit rating under the heading of the relevant Rating Agency in the table below;
(ii) if the Parent's long term unsecured and unsubordinated debt has assigned to it a credit rating by two of the Rating Agencies and the level of both credit ratings is the same, the relevant Margin shall be the percentage rate per annum shown alongside those credit ratings in the table below;
(iii) if the Parent's long term unsecured and unsubordinated debt has assigned to it a credit rating by two Rating Agencies but the level of both credit ratings is not the same, then:
and for the purposes of this clause, the level of a credit rating shall be that shown as such alongside that credit rating in the table below, with level 1 being the highest and level 4 being the lowest.
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Level | Standard & Poor's / Fitch’s rating | Moody's rating | Applicable Margin (per cent. per annum) |
1 | A- or higher | A3 or higher | 0.30 |
2 | BBB+ | Baa1 | 0.35 |
3 | BBB | Baa2 | 0.425 |
4 | BBB- or lower | Baa3 or lower | 0.60 |
(e) (i) On and from any date upon which no Rating Agency continues to assign a credit rating to the Parent's long term unsecured and unsubordinated debt, the Margin shall be 0.60 per cent. per annum.
(ii) The Margin as determined in accordance with subparagraph (i)(i) above shall continue until such time as at least one Rating Agency assigns a credit rating to the long term unsecured and unsubordinated debt of the Parent, at which time the remaining provisions of this Clause 10.2 shall apply.
(f) For so long as the Parent is in default of its obligations under this Agreement to notify the Facility Agent of any change in its long-term credit rating in accordance with Clause 20.3 (Information – miscellaneous), the Margin will be the highest applicable rate, being 0.60 per cent. per annum.
(g) The Facility Agent will adjust the relevant Margin in accordance with Clause 12.5 (Sustainability Margin Adjustment), if applicable.
Except as otherwise provided in this Agreement, accrued interest on each Loan is payable by the relevant Borrower on the last day of the Interest Period for that Loan and also, if the Interest Period is longer than six months, on the dates falling at six monthly intervals after the first day of that Interest Period.
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This paragraph (b) shall not apply to any Compounded Rate Interest Payment determined pursuant to Clause 11.4 (Cost of funds).
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If:
Clause 11.4 (Cost of funds) shall apply to that Loan for that Interest Period.
In the case of a Term Rate Loan, if before close of business in London on the applicable Rate Fixing Day for the relevant Interest Period the Facility Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 50 per cent. of that Loan) that its cost of funds relating to its participation in that Loan from the wholesale market for the relevant currency would be in excess of EURIBOR, STIBOR or other Benchmark Rate (as applicable), then Clause 11.4 (Cost of funds) shall apply to that Loan for the relevant Interest Period.
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that Lender's cost of funds relating to its participation in that Loan for that Interest Period shall be deemed, for the purposes of paragraph (a)(ii) above, to be EURIBOR, STIBOR or the relevant Benchmark Rate applicable under subparagraph 11.4(b)(i) above; and
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in each case for a particular financial year of the Parent.
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determines that a KPI(s) and/or a SPT(s) is no longer available, cannot be calculated, or is no longer appropriate with respect to the Group (including, but not limited to, as a result of material acquisitions, divestments or permanent closing or termination of major manufacturing sites made by the Group), such Party may give notice to the other Parties, supported with reasonable evidence, to that effect (a Sustainability Provisions Update Request).
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If:
(a) (i) the Parent fails to deliver a Sustainability Compliance Certificate and/or a Sustainability Report in accordance with Clause 20.6 (Sustainability Linked Documents); and
(ii) the Parent does not deliver such Sustainability Compliance Certificate and/or Sustainability Report within 50 Business Days of the latest date on which such document(s) were required to be delivered under Clause 20.6 (Sustainability Linked Documents); or
(b) if no agreement has been reached under Clause 12.3(c) within 90 days after a Sustainability Provisions Update Request,
the Facility Agent shall, by notice to the Parent (with a copy to the Lenders), declare that no Sustainability Linked Financing Request is in effect.
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Number of SPT(s) achieved in the relevant financial year | Margin adjustment (per cent. per annum) |
0 | +0.025 |
1 | 0 |
2 or more | -0.025 |
Notwithstanding any other provision in this Clause 12, if:
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If before 9.30 a.m. on any Rate Fixing Day, the Facility Agent receives notice from a Revolving Credit Lender that:
the Facility Agent shall give notice to the Obligors' Agent and to the Revolving Credit Lenders to that effect before 11.00 a.m. on that day. In this event:
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All payments by an Obligor or a Lender under the Finance Documents shall be made to the Facility Agent or (if the payment relates to a US$ Swingline Facility) the US$ Swingline Agent to its account at such office or bank in the principal financial centre of the country of the relevant currency (or, in the case of Euros, in the principal financial centre of a Participating Member State, Stockholm or London) as it may notify to that Obligor or that Lender for this purpose. Notwithstanding the above, all payments by the Parent to the Co-ordinators under Clauses 24 (Fees) and 25 (Expenses) shall be made to the Co-ordinators in the manner agreed by the Co-ordinators and the Parent.
Payments under the Finance Documents to an Agent shall be made for value on the due date at such times and in such funds as the relevant Agent may specify as being customary at the time for the settlement of transactions in the relevant currency in the place for payment.
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then the Party to whom that amount (or the proceeds of any related exchange contract) was paid (or on whose direction its applicable Other Party Entity was paid) by the applicable Agent Entity shall hold such amount on trust or, to the extent not possible as a matter of law, for the account (or will procure that its applicable Other Party Entity holds on trust or for the account) of the Agent Entity and on demand (or will procure that its applicable Other Party Entity shall) refund the same to that Agent Entity together with interest on that amount from the date of payment to the date of receipt by that Agent Entity, calculated by that Agent to reflect its cost of funds.
All payments made by an Obligor under the Finance Documents shall be made without set-off or counterclaim.
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give all requisite instructions to the bank with whom the trust account is held to transfer the relevant amount (together with any accrued interest) to that Recipient Party.
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If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Parent that a Disruption Event has occurred:
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if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or
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of the United States Internal Revenue Service.
If an Obligor makes a Tax Payment and the relevant Finance Party determines that:
the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.
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supply to that Agent:
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(including any law or regulation relating to taxation, change in currency of a country, or reserve asset, special deposit, cash ratio, liquidity or capital adequacy requirements or any other form of banking or monetary control).
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Clause 16.1 (Increased costs) does not apply to any increased cost:
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If it is or becomes unlawful in any jurisdiction for a Lender to give effect to any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan or it becomes unlawful for any Affiliate of a Lender for that Lender to do so, then:
(b) (i) each Borrower shall forthwith prepay the participations of that Lender and its Affiliated Lender (if any) in all the Loans made to it; and
(ii) the Commitments of that Lender and its Affiliated Lender (if any) shall forthwith be cancelled.
Each Guarantor irrevocably and unconditionally jointly and severally:
The obligations of Autoliv ASP, Inc. under this Clause 18 only extend to the obligations of Autoliv, Inc. as Borrower under this Agreement.
This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.
If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis
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of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 18 will continue or be reinstated as if the discharge, release or arrangement had not occurred.
The obligations of each Guarantor under this Clause 18 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 18 (without limitation and whether or not known to it or any Finance Party) including:
Without prejudice to the generality of Clause 18.5 (Waiver of defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.
Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from
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any person before claiming from that Guarantor under this Clause 18. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.
Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:
Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably paid in full and unless the Facility Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 18:
If a Guarantor receives any benefit, payment or distribution in relation to any such rights it shall hold that benefit, payment or distribution (to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full) on trust for the Finance Parties and shall promptly pay or transfer the same as the Facility Agent may direct for application in accordance with Clause 14 (Payments).
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If any Guarantor (a Retiring Guarantor) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date that Retiring Guarantor ceases to be a Guarantor:
This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.
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terms used in this subclause are to be construed in accordance with the fraudulent transfer laws.
is, when repeated, applied to the circumstances existing at the time of repetition.
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Each Obligor makes the representations and warranties set out in this Clause 19 to each Finance Party.
It has the power to enter into and perform, and has taken all necessary action to authorise the entry into, performance and delivery of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.
Each Finance Document to which it is or will be a party constitutes, or when executed in accordance with its terms will constitute, its legal, valid and binding obligation enforceable in accordance with its terms.
The entry into and performance by it of, and the transactions contemplated by, the Finance Documents to which it is a party do not and will not:
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It will not be required to make any deduction or withholding from any payment it may make to any Finance Party under the Finance Documents.
In any proceedings taken in England and Wales, the United States of America or any other relevant state or jurisdiction, in each case in relation to the Finance Documents, it will not be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process.
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Its obligations under the Finance Documents will rank at least pari passu with the claims of all its other unsecured creditors save those whose claims are preferred solely by any bankruptcy, insolvency, liquidation or other similar laws of general application.
It has not taken any corporate action nor have any other steps been taken or legal proceedings been started or (to the best of its knowledge and belief) threatened against it for its winding-up, dissolution, administration or re-organisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of it or of any or all of its assets or revenues.
Other than as specifically disclosed to the Facility Agent prior to the date of this Agreement, each Obligor is and has been in compliance with all applicable Environmental Laws and Environmental Licenses in all material respects and, so far as it is aware, there are no circumstances that may at any time prevent or interfere with continued compliance by it with all applicable Environmental Laws and Environmental Licenses in all material respects. Other than as disclosed to the Facility Agent prior to the date of this Agreement, no Environmental Claim is pending or, to the best of its knowledge, threatened against it or any of its properties.
Each Plan of the Obligors and their respective ERISA Affiliates complies in all material respects with all applicable requirements of law and regulation. No Reportable Event has occurred with respect to any Plan which might have a material adverse effect, and no steps have been taken to terminate any Plan. No Obligor or any Subsidiary or ERISA Affiliate of an Obligor has had a complete or partial withdrawal from any Multiemployer Plan or initiated any steps to do so.
No Obligor is an "investment company" or a company "controlled" by an "investment company", within the meaning of the United States Investment Company Act of 1940, as amended.
No Obligor is a "public utility" within the meaning of, or otherwise subject to regulation under, the United States Federal Power Act.
No Obligor is subject to regulation under any United States Federal or State statute or regulation that limits its ability to incur or guarantee indebtedness.
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No stamp or registration duty or similar taxes or charges are payable in respect of any Finance Document.
Other than as permitted by the provisions of Clause 21.4 (Negative pledge), no Security Interest exists over all or any of its present or future revenues or assets.
There has been no material adverse change in the condition (financial or otherwise) of any Borrower or the Group as a whole since the date of the Original Group Accounts.
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are legal, valid and binding under the laws of its jurisdiction of incorporation.
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Any calculations relating to the SPT(s) or the KPI(s) in the Sustainability Report most recently delivered to the Facility Agent:
The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is or may be outstanding under this Agreement or any Commitment is in force.
The Parent shall supply to the Facility Agent in sufficient copies for all the Lenders:
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The Parent shall supply to the Facility Agent:
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promptly upon becoming aware of it.
If the Facility is Sustainability Linked at any time during a financial year, the Parent shall supply to the Facility Agent as soon as the same are available (and in any event within 180 days of the end of each of its financial years) the Sustainability Linked Documents in respect of that financial year.
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The undertakings in this Clause 21 remain in force from the date of this Agreement for so long as any amount is or may be outstanding under this Agreement or any Commitment is in force.
Each Obligor shall promptly:
any authorisation required under any law or regulation to enable it to perform its obligations under, or for the validity or enforceability of, any Finance Document.
Each Obligor shall procure that its obligations under the Finance Documents do and will rank at least pari passu with all its other present and future unsecured obligations, except for obligations mandatorily preferred by law applying to companies generally.
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in each case, in circumstances where the transaction is entered into primarily as a method of raising finance or of financing the acquisition of an asset, save where the aggregate of (a) financing raised or the amount involved in the financing of the acquisition of an asset in transactions described in this Clause 21.5 and the Security Interests permitted by sub-paragraph (b)(vii) of Clause 21.4 (Negative pledge), does not exceed five per cent. of the book value of the consolidated total assets of the Group, as determined by reference to the most recent consolidated accounts of the Group delivered pursuant to Clause 20.2 (Financial information).
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provided that all such disposals in this paragraph (v) are made for full market consideration,
The Parent shall procure that no substantial change is made to the general nature or scope of the business of the Parent or of the Group from that carried on at the date of this Agreement.
The Parent shall not, without the prior written consent of the Majority Lenders, finalise or effectuate any amalgamation, demerger, merger or reconstruction.
Each Obligor shall, and the Parent will procure that the Group taken as a whole will, effect and maintain such insurance over and in respect of its property, assets and business with reputable underwriters or insurance companies and in such a manner and to such extent as is reasonable and customary for a business enterprise engaged in the same or similar businesses and in the same or similar localities.
No Obligor shall, and will ensure that no other member of the Group shall, without the prior consent of the Majority Lenders, grant any guarantee, bond, indemnity, counter-indemnity or similar
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instrument in respect of any material obligation of a person other than a member of the Group, save for:
Each Obligor that directly or indirectly owns, leases, occupies or uses real property in the United States shall, in all material respects, comply with:
and for this purpose will implement procedures to monitor compliance with and to prevent any liability under Environmental Law.
Each Obligor will give the Facility Agent prompt notice of the occurrence of any of the following events:
In each notice delivered under this Clause, the relevant Obligor will include reasonable details concerning the occurrence that is the subject of the notice as well as the Obligor's proposed course of action, if any. Delivery of a notice under this Clause will not affect the Obligor's obligations to comply with any other provision of this Agreement.
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No Obligor will, either by act or omission, become, or permit any other Obligor to become, an "investment company" or a company "controlled" by an "investment company", within the meaning of the United States Investment Company Act of 1940, as amended.
No Obligor will, either by act or omission, become or permit any other Obligor or, as a result of its obligations under this Agreement, the Lender to become subject to regulation under the United States Federal Power Act of 1920, as amended.
No Obligor will take any action or omit to take any action or permit any Subsidiary or ERISA Affiliate to take any action or omit to take any action with respect to any Plan that might result in the imposition of a lien or other Security Interest on any property of the Obligor or any Subsidiary or otherwise have a material adverse effect.
The Obligors will use the proceeds of the Loans only for the purpose described in Clause 3 (Purpose). No Obligor will engage in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations U and X issued by the Board of Governors of the United States Federal Reserve System). The Obligors shall procure that none of the proceeds of the Loans will be used for any purpose that will violate or result in the violation of Section 7 of the Securities Exchange Act of 1934 (or any regulations issued pursuant thereto, including, without limitation, Regulations T, U and X). If requested by the Facility Agent, the Obligors' Agent will furnish to the Facility Agent in connection with any Loan hereunder a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in Regulation U.
The Parent will, at all times, maintain sufficient capital to conduct its current and proposed business and operations, maintain its ability to pay its debts as they become due, and continue to own property having a value – both at fair valuation and at present fair saleable value – greater than the total amount of the probable liability of the Parent on its debts and obligations (including this Agreement).
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For the avoidance of doubt, the amount of any provision for pension liabilities made in the accounts delivered in accordance with Clause 20.2 (Financial information) shall not constitute Borrowings for the purposes of this definition.
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The Parent may satisfy its obligation under this Agreement to deliver any information in relation to a Lender by delivering that information directly to that Lender in accordance with Clause 39.3 (Electronic communication) to the extent that Lender and the relevant Agent agree to this method of delivery.
Each of the events set out in this Clause 22 is an Event of Default (whether or not caused by any reason whatsoever outside the control of an Obligor or any other person).
An Obligor does not pay on the due date any amount payable by it under the Finance Documents at the place at and in the currency in which it is expressed to be payable and, if the non-payment is caused solely by administrative or technical error, or relates solely to non‑payment of interest or fees, it is not remedied within three Business Days.
An Obligor does not comply with any provision of the Finance Documents (other than Clause 21.21 (Sanctions), Clause 20.6 (Sustainability Linked Documents) and those referred to in Clause 22.2 (Non-payment)), provided that, if such non‑compliance is capable of remedy, such non-compliance remains unremedied for a period of 14 days.
A representation, warranty or statement made or repeated or deemed to be repeated in or in connection with any Finance Document or in any document delivered by or on behalf of an Obligor under or in connection with any Finance Document (other than the representations and warranties in Clause 19.26 (Sanctions) and 19.27 (Sustainability Report)) is incorrect in any material respect when made or repeated or deemed to be repeated.
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Any attachment, sequestration, distress or execution affects any asset of an Obligor or any Material Subsidiary and is not discharged within 14 days.
There occurs, in relation to an Obligor or any Material Subsidiary, any event anywhere which appears to correspond with any of those mentioned in Clauses 22.6 (Insolvency) to 22.9 (Creditors' process) (inclusive).
An Obligor or any Material Subsidiary ceases, or threatens to cease, to carry on all or a substantial part of its business.
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Except as specifically provided in this Agreement, no Co-ordinator has any obligations of any kind to any other Party under or in connection with any Finance Document.
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Each Agent and Co-ordinator may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.
as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.
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No Agent or Co-ordinator is responsible to any other Party for:
The Agent shall not be bound to enquire:
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including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
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on behalf of any Lender and each Lender confirms to each Agent and each Co-ordinator that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by any Agent or Co-ordinator.
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and (in each case) the Parent or a Relevant Finance Party reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if that Agent were a FATCA Exempt Party, and the Parent or that Relevant Finance Party, by notice to that Agent, requires it to resign.
unless it has received not less than five Business Days' prior notice from that Lender to the contrary in accordance with the terms of this Agreement.
Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to each relevant Agent and each Co-ordinator that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:
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Any amount payable to an Agent under Clause 27.3 (Indemnity to the Agent), Clause 25 (Expenses) and Clause 23.11 (Indemnities) shall include the cost of utilising that Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as that Agent may notify to the Parent and the Lenders, and is in addition to any fee paid or payable to that Agent under Clause 24 (Fees).
If any Party owes an amount to an Agent under the Finance Documents that Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which that Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.
The Parent shall within five Business Days of the date of this Agreement (or on the first Drawdown Date if the first Drawdown Date falls before the fifth Business Day after the date of this Agreement) pay to the Facility Agent an upfront fee in the amount agreed in the Fee Letters between the Co-ordinators and the Parent. This fee shall be distributed by the Facility Agent among the Bookrunners and Mandated Lead Arrangers, the Mandated Lead Arrangers and the Lead Arrangers in accordance with the arrangements agreed by the Co-ordinators with the Bookrunners and Mandated Lead Arrangers, Mandated Lead Arrangers and Lead Arrangers prior to the date of this Agreement.
The Parent shall pay to the Facility Agent for its own account an agency fee in the amount agreed in the Fee Letter between the Facility Agent and the Obligors. The agency fee is payable annually in advance. The first payment of this fee is payable within five Business Days of the date of this Agreement and each subsequent payment is payable on each anniversary of the date of this Agreement
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for so long as any amount is or may be outstanding under this Agreement or any Commitment is in force.
The Parent shall pay to the US$ Swingline Agent for its own account an agency fee in the amounts and on the terms agreed in the Fee Letter between the Obligors and the US$ Swingline Agent.
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Any fee referred to in this Clause 24 is exclusive of any value added tax or any other direct tax which might be chargeable in connection with that fee. If any value added tax or other direct tax is so chargeable, it shall be paid by the Borrower at the same time as it pays the relevant fee.
The Parent shall forthwith on demand pay the Agents and the Co-ordinators the amount of all costs and expenses (including legal fees) reasonably incurred by any of them in connection with:
The Parent shall forthwith on demand pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of, or the preservation of any rights under, any Finance Document.
The Parent shall pay and forthwith on demand indemnify each Finance Party against any liability it incurs in respect of, any stamp, registration and similar tax which is or becomes payable in connection with the entry into, performance or enforcement of any Finance Document.
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The Parent shall forthwith on demand indemnify each Finance Party against any loss or liability which that Finance Party incurs as a consequence of:
The Parent shall promptly indemnify each Agent against any cost, loss or liability incurred by that Agent (acting reasonably) as a result of:
Accounts maintained by a Finance Party in connection with this Agreement are prima facie evidence of the matters to which they relate.
Any certification or determination by a Finance Party of a rate or amount under the Finance Documents is, in the absence of manifest error, conclusive evidence of the matters to which it relates.
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(B) paragraphs (b) to (f) of Clause 8.6 (Mandatory Prepayment);
(C) Clause 12 (Sustainability) (except where Clause 12 (Sustainability) expressly specifies a different procedure for amendments or waivers);
(D) Clause 19.26 (Sanctions);
(E) paragraphs (e) and (f) of Clause 20.3 (Information – miscellaneous);
(F) Clause 21.21 (Sanctions);
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(G) Clause 30.2 (Transfers by Lenders);
(H) Clause 36 (Pro Rata Sharing);
(I) Clause 41 (Jurisdiction);
(J) Clause 42 (Governing Law); or
(K) this Clause 29,
must not be made without the prior consent of all the Lenders.
(B) enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Reference Rate;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of
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that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),
may be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the Obligors' Agent.
may be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the Obligors' Agent.
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(2) information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Published Rate is insolvent,
provided that, in each case, at that time, there is no successor administrator to continue to provide that Published Rate;
(B) the administrator of that Published Rate publicly announces that it has ceased or will cease to provide that Published Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Published Rate;
(C) the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely discontinued;
(D) the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used; or
(E) in the case of a Screen Rate or a Benchmark Rate, the supervisor of the administrator of that Screen Rate or Benchmark Rate makes a public announcement or publishes information stating that that Screen Rate or Benchmark Rate is no longer, or as of a specified future date will no longer be, representative of the underlying market or the economic reality that it is intended to measure and that representativeness will not be restored (as determined by such supervisor);
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and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Reference Rate" will be the replacement under paragraph (B) above;
unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) or the Facility Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.
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that Lender's:
to a Lender or other bank or financial institution (a Replacement Lender) selected by the Parent, and which (unless the Facility Agent is an Impaired Agent) is acceptable to the Facility Agent (acting reasonably) and which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender's participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding utilisations and all accrued interest, broken funding costs (to indemnify that Lender for broken funding) and other amounts payable in relation thereto under the Finance Documents.
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The rights of each Finance Party under the Finance Documents:
Delay in exercising or non-exercise of any such right is not a waiver of that right.
No Obligor may assign, transfer, novate or dispose of any of, or any interest in, its rights and/or obligations under the Finance Documents.
However, the prior consent of the Parent must not be unreasonably withheld or delayed and will be deemed to have been given if, within ten Business Days of receipt by the Parent of an application for consent, it has not been expressly refused.
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all on the date of execution of the Novation Certificate by the Facility Agent or, if later, the date specified in the Novation Certificate (the Transfer Date).
The Facility Agent, acting solely for this purpose as an agent of the Obligors, shall maintain at one of its offices a copy of each Novation Certificate delivered to it and a register (the Register) for the recordation of the names and addresses of each Lender and the Commitments of and obligations owing to each Lender. Without limitation of any other provision of this Clause 30 (Changes to the Parties), no transfer of an interest in a Loan or Commitment hereunder shall be effective unless and until recorded in the Register. The entries in the Register shall be conclusive absent manifest error and each Obligor, the Facility Agent and each Lender shall treat each person whose name is recorded in the Register as a Lender notwithstanding any notice to the contrary.
In addition to the other rights provided to Lenders under this Clause 30, each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under
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any Finance Document to secure obligations of that Lender by way of any charge, assignment or other Security Interest to secure obligations to a federal reserve or central bank, except that no such charge, assignment or Security Interest shall:
If the Facility Agent has notified the Lenders that it is able to distribute interest payments on a "pro rata basis" to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 30.3 (Procedure for novations) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):
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Each Finance Party shall keep confidential any and all information made available to it by any Obligor pursuant to or in connection with the Finance Documents, other than information:
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provided that, if a Finance Party makes such information available to any person in accordance with paragraphs (d), (e), (f), (g) or (h) above, it takes reasonable endeavours to ensure that such party keeps that information confidential to the same extent as set out above and provided that, if a Finance Party makes such information available to any person in accordance with paragraph (f) or (g) above, the person to whom the information is to be given has entered into a confidentiality undertaking substantially in a form recommended by the Loan Market Association, except that there shall be no requirement for such a confidentiality undertaking if the recipient is subject to professional obligations to maintain the confidentiality of the information.
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to enable such numbering service provider to provide its usual syndicated loan numbering identification services.
Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:
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In this Clause 32:
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Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, to the extent that any Finance Document provides support, through a guarantee, security or otherwise, for any agreement or instrument that is a QFC (any such support, QFC Credit Support, and any such QFC, a Supported QFC), each Party acknowledges and agrees as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the US Special Resolution Regimes) in respect of such Supported QFC and such QFC Credit Support (with the provisions below applicable notwithstanding that any Finance Document or any Supported QFC may in fact be stated to be governed by the laws of the USA or a state of the USA):
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In this Clause 33:
BHC Act Affiliate means, in respect of a person, its "affiliate" (as that term is defined in, and interpreted in accordance with, 12 United States Code 1841(k));
Covered Entity means:
Default Right has the meaning given to that term in, and shall be interpreted in accordance with, 12 Code of Federal Regulations §§ 252.81, 47.2 or 382.1, as applicable; and
QFC has the meaning given to the term "qualified financial contract" in, and shall be interpreted in accordance with, 12 United States Code 5390(c)(8)(D).
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No Event of Default will occur under Clause 22.3 (Breach of other obligations) by reason only of an Obligor's failure to comply with this Clause 34.
A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either
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obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.
If any amount owing by an Obligor under the Finance Documents to a Finance Party (the recovering Finance Party) is discharged by payment, set‑off or any other manner other than in accordance with Clause 14 (Payments) (a recovery), then:
If under Clause 36.1 (Redistribution):
each Finance Party shall, within three Business Days of demand by the recovering Finance Party through the Facility Agent, reimburse the recovering Finance Party all or the appropriate portion of the redistribution paid to that Finance Party together with interest on the amount to be returned to the recovering Finance Party for a period whilst it held the re-distribution. Thereupon the subrogation in paragraph (e) of Clause 36.1 (Redistribution) will operate in reverse to the extent of the reimbursement.
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If a provision of any Finance Document is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:
Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.
All notices or other communications under or in connection with this Agreement shall be given in writing and, unless otherwise stated, may be made by letter or, in the case of a Request and information provided by the Parent or the Facility Agent in relation to Clauses 20.2 (Financial information) and 20.3 (Information – miscellaneous) only, by e-mail. Any such notice will be deemed to be given as follows:
However, a notice given in accordance with the above but received on a non-working day or after business hours in the place of receipt will only be deemed to be given on the next working day in that place.
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Autoliv, Inc,
Box 70381
SE-111 64 Stockholm
Sweden
Attention: Treasurer
With a copy to:
Attention: VP for Legal Affairs, General Counsel and Secretary
or such other as the Parent may notify to the Facility Agent by not less than five Business Days' notice.
Facility Agent:
Skandinaviska Enskilda Banken AB (publ)
Loans Agency
One Carter Lane
London
EC4V 5AN
United Kingdom
Email: agency@seb.co.uk
Attention: Loans Agency
With a copy to:
Email: sco@seb.se
Attention: Structured Credit Operations
US$ Swingline Agent:
Citibank, N.A.
One Penns Way
Ops II, Floor 2
New Castle, DE
19720, United States of America
Attn: Agency Operations
Phone: (302) 894-6010
Fax: (646) 274-5080
Borrower inquiries only: AgencyABTFSupport@citi.com
Borrower notifications: AgencyABTFSupport@citi.com
Investor Relations Team (investor inquiries only): global.loans.support@citi.com
Sustainability Co-ordinator:
Skandinaviska Enskilda Banken AB (publ)
106 40 Stockholm
Sweden
Email: daniel.suno@seb.se
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Attention: Daniel Sunö
or such other as an Agent may notify to the other Parties by not less than five Business Days' notice.
If an Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Agent, communicate with each other directly and (while the Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed.
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Without prejudice to any other mode of service, each Obligor:
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Each Obligor:
Nothing in this Clause 41 limits the right of a Finance Party to bring proceedings against an Obligor in connection with any Finance Document:
This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
The Finance Documents contain the complete agreement between the parties on the matters to which they relate and supersede all prior commitments, agreements and understandings, whether written or oral, on those matters.
Each Obligor irrevocably and unconditionally:
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THE OBLIGORS AND THE FINANCE PARTIES WAIVE ANY RIGHTS THEY MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED ON OR ARISING FROM ANY FINANCE DOCUMENT OR THE TRANSACTIONS CONTEMPLATED BY THE FINANCE DOCUMENTS. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
Each Finance Party that is subject to the requirements of the USA Patriot Act hereby notifies each Obligor that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Obligors, which information includes the name and address of the Obligors and other information that will allow such Finance Party to identify the Obligors in accordance with the USA Patriot Act. Each Obligor agrees that it will provide each Finance Party with such information as it may request in order for such Finance Party to satisfy the requirements of the USA Patriot Act.
THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.
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Parties
Revolving Credit Commitments
Revolving Credit Lenders | Revolving Credit Commitments |
Citibank Europe Plc | 125,000,000 |
Mizuho Bank, Ltd. | 125,000,000 |
Skandinaviska Enskilda Banken AB (publ) | 125,000,000 |
Bank of China (Europe) S.A. Stockholm Branch | 125,000,000 |
JPMorgan Chase Bank, N.A., London Branch | 125,000,000 |
MUFG Bank, Ltd. | 125,000,000 |
ING Belgium SA/NV | 75,000,000 |
BNP Paribas SA, Bankfilial Sverige | 75,000,000 |
Morgan Stanley Bank, N.A. | 75,000,000 |
Wells Fargo Bank International UC | 75,000,000 |
THE NORTHERN TRUST COMPANY | 50,000,000 |
Total Revolving Credit Commitments | US$1,100,000,000 |
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US$ Swingline Lenders and US$ Swingline Commitments
US$ Swingline Lenders | US$ Swingline Commitments |
Citibank, N.A. | 39,583,334 |
Mizuho Bank, Ltd. | 39,583,333 |
Skandinaviska Enskilda Banken AB (publ) | 39,583,333 |
JPMorgan Chase Bank, N.A. | 31,250,000 |
MUFG Bank, Ltd. | 31,250,000 |
ING Belgium SA/NV | 18,750,000 |
Morgan Stanley Bank, N.A. | 18,750,000 |
Wells Fargo Bank International UC | 18,750,000 |
THE NORTHERN TRUST COMPANY | 12,500,000 |
Total US$ Swingline Commitments | US$250,000,000 |
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Conditions Precedent Documents
To be delivered before the first Request
1. Each Obligor
2. Other documents
(a) Evidence that the process agents referred to in Clause 41.2 (Service of process) have accepted their appointments under that Clause.
(b) Confirmation from the Parent that it is not, to the best of its knowledge and belief after full and due enquiry, in breach of any other agreement to which it is a party and which could reasonably be expected to have a material adverse effect.
(c) Each Fee Letter referred to in Clauses 24.1 (Upfront fee), 24.2 (Facility Agent's fee) and 24.5 (US$ Swingline Agent's fee), executed by the parties to it.
(d) Evidence satisfactory to the Facility Agent that the Existing Indebtedness has been repaid and cancelled in full or will be repaid and cancelled in full by means of the first drawing made under this Agreement.
(e) Evidence that all fees and expenses then due and payable from the Obligors under this Agreement have been or will be paid by the first Drawdown Date.
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(f) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary in connection with the entry into and performance of, and the transactions contemplated by, any Finance Document or for the validity and enforceability of any Finance Document.
3. Legal opinions
(a) A legal opinion of Allen & Overy LLP, New York, legal advisers in the State of New York, USA to the Finance Parties.
(b) A legal opinion of Taft Stettinius & Hollister LLP, legal advisers in the State of Indiana, USA to the Finance Parties.
(c) A legal opinion of Allen & Overy LLP, London, legal advisers in England to the Finance Parties.
4. Other documents and evidence
(a) Such documentation and other evidence requested by a Finance Party which it is entitled to request in accordance with paragraph (a) of Clause 21.19 (Know your customer requirements).
(b) A certificate of a director of the Parent identifying each Material Subsidiary of the Parent as at the date of this Agreement.
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For an Additional Borrower
(a) An Accession Agreement, duly executed by the Parent and the Additional Borrower.
(b) A copy of the memorandum and articles of association and certificate of incorporation of the Additional Borrower.
(c) A copy of a resolution of the board of directors of the Additional Borrower approving the terms of, and the transactions contemplated by, the Accession Agreement.
(d) A specimen of the signature of each person authorised on behalf of the Additional Borrower to execute or witness the execution of any Finance Document or to sign or send any document or notice in connection with any Finance Document.
2. Other Documents
(a) A certificate of an authorised signatory of the Additional Borrower:
(i) confirming that utilising the Total Commitments in full would not breach any limit binding on it; and
(ii) certifying that each copy document specified in Part 2 of this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Agreement.
(b) A certificate of an authorised signatory of the Parent confirming that:
(i) no Event of Default or potential Event of Default is continuing; and
(ii) no Event of Default or potential Event of Default would occur as a result of the Additional Borrower acceding to this Agreement.
(c) If available, a copy of the latest audited accounts of the Additional Borrower.
3. Legal opinions
(a) A legal opinion of Allen & Overy LLP or such other firm as may be appointed English legal advisers to the Facility Agent, addressed to the Finance Parties.
(b) If the Additional Borrower is incorporated in a jurisdiction other than England, a legal opinion from legal advisers in that jurisdiction, addressed to the Finance Parties.
4. Other documents and evidence
(a) Evidence that all expenses due and payable from the Parent under this Agreement in respect of the Accession Agreement have been paid.
(b) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified the Parent is necessary in connection with the entry into and performance of, and the
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transactions contemplated by, the Accession Agreement or for the validity and enforceability of any Finance Document.
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Form of Request
To: [Skandinaviska Enskilda Banken AB (publ) as Facility Agent]/[Citibank, N.A, New York Branch as US$ Swingline Agent]
[cc: Skandinaviska Enskilda Banken AB (publ)]*
From: [OBLIGORS' AGENT]
Date: [ ]
Autoliv, Inc. US$1,100,000,000 Credit Agreement
dated [ ] 2022 (the Agreement)
1. We wish to utilise the [Revolving Credit]/[US$ Swingline] Facility as follows:
(a) Borrower: [ ]
(b) Facility: [Revolving Credit/US$ Swingline]
(c) Drawdown Date: [ ]
(d) Amount: [ ]
(e) Currency: [ ]
(f) Interest Period: [ ]
(g) Payment instructions: [ ]
2. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Request.
By:
[OBLIGORS' AGENT]
Authorised Signatory
** Include for Request for the Swingline Facility
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Form of Novation Certificate
To: Skandinaviska Enskilda Banken AB (publ) as Facility Agent
From: [THE EXISTING LENDER] and [THE NEW LENDER] Date: [ ]
Autoliv, Inc. US$1,100,000,000 Credit Agreement
dated [ ] 2022 (the Agreement)
We refer to Clause 30.3 (Procedure for novations).
1. We [ ] (the Existing Lender) and [ ] (the New Lender) agree to the Existing Lender and the New Lender novating the Existing Lender's Commitment (or part) and/or rights and obligations referred to in the Schedule in accordance with Clause 30.3 (Procedure for novations).
2. The proposed Transfer Date is [date of novation].
3. The Facility Office and address for notices of the New Lender for the purposes of Clause 39.2 (Addresses for notices) are set out in the Schedule.
4. This Novation Certificate and any non-contractual obligations arising out of it are governed by English law.
5. This Novation Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Novation Certificate.
6. This Novation Certificate has been entered into on the date stated at the beginning of this Novation Certificate.
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THE SCHEDULE
Commitments/rights and obligations to be novated
[Insert relevant details]
[Existing Lender] | [New Lender] |
By: | By: |
Date: | Date: |
[New Lender] |
|
[Facility Office | Address for notices] |
[AGENT] |
|
By: |
|
Date: |
|
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Form of Compliance Certificate
To: Skandinaviska Enskilda Banken AB (publ) as Facility Agent
From: AUTOLIV, INC.
Date: [ ]
Autoliv, Inc. US$1,100,000,000 Credit Agreement
dated [ ] 2022 (the Agreement)
1. This is the Compliance Certificate referred to in Clause 20.5 (Compliance certificates) of the Agreement.
2. We confirm that as at [relevant balance sheet date] Subsidiary Borrowings were [ ] (Covenant level requirement not more than US$600,000,000).
3. We confirm the credit ratings as at the date of this Compliance Certificate of the long term unsecured and unsubordinated debt of Autoliv, Inc. given by:
(a) [insert relevant Rating Agency's name] was [ ] [; and
(b) [insert relevant Rating Agency's name] was [ ].
4. We confirm that no Default is outstanding as at the date of this Compliance Certificate.*
By:
AUTOLIV, INC.
*. If this statement cannot be made, the certificate should identify any Default that is outstanding and the steps, if any, being taken to remedy it.
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Form of Accession Agreement
To: Skandinaviska Enskilda Banken AB (publ) as Facility Agent
From: AUTOLIV, INC. and [Proposed Borrower]
Date: [ ]
Autoliv, Inc. US$1,100,000,000 Credit Agreement
dated [ ] 2022 (the Agreement)
We refer to the Agreement. This is an Accession Agreement.
[Name of company] of [address/registered office] agrees to become an Additional Borrower and to be bound by the terms of the Agreement is an Additional Borrower.
This Accession Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
AUTOLIV, INC.
By:
[PROPOSED BORROWER]
By:
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Form of Increase Confirmation
To: Skandinaviska Enskilda Banken AB (publ) as Facility Agent and Autoliv, Inc. as the Parent
From: [the Increase Lender] (the Increase Lender)
Dated:
Autoliv, Inc. US$1,100,000,000 Credit Agreement
dated [ ] 2022 (the Agreement)
1. We refer to the Agreement. This is an Increase Confirmation. Terms defined in the Agreement have the same meaning in this Increase Confirmation unless given a different meaning in this Increase Confirmation.
2. We refer to Clause 2.9 (Increase) of the Agreement.
3. The Increase Lender agrees to assume and will assume all of the obligations corresponding to the Commitment specified in the Schedule (the Relevant Commitment) as if it was an Original Lender under the Agreement.
4. The proposed date on which the increase in relation to the Increase Lender and the Relevant Commitment is to take effect (the Increase Date) is [[ ]].
5. On the Increase Date, the Increase Lender becomes party to the relevant Finance Documents as a Lender.
6. The Facility Office and address and attention details for notices to the Increase Lender for the purposes of Clause 39.2 (Addresses for notices) are set out in the Schedule.
7. The Increase Lender expressly acknowledges the limitations on the Lenders' obligations referred to in paragraph (f) of Clause 2.9 (Increase).
8. The Increase Lender confirms, for the benefit of the Facility Agent and without liability to any Obligor, that it is not a Defaulting Lender.
9. This Increase Confirmation and any non-contractual obligations arising out of or in connection with it are governed by English law.
10. This Increase Confirmation may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Increase Confirmation.
11. This Increase Confirmation has been entered into on the date stated at the beginning of this Increase Confirmation.
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THE SCHEDULE
Relevant Commitment/rights and obligations to be assumed by the Increase Lender
[insert relevant details]
[Facility office address and attention details for notices and account details for payments]
[Increase Lender]
By:
This Increase Confirmation is accepted as an Increase Confirmation for the purposes of the Agreement by the Facility Agent, and the Increase Date is confirmed as [ ].
Facility Agent
By:
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Form of Substitute Affiliate Lender Designation Notice
To: [Skandinaviska Enskilda Banken AB (publ) as Facility Agent]/[Citibank, N.A. as US$ Swingline Agent] and Autoliv, Inc. as the Parent
From: [the Designating Lender] (the Designating Lender)
Dated:
Autoliv, Inc. US$1,100,000,000 Credit Agreement
dated [ ] 2022 (the Agreement)
1. We refer to the Agreement. Terms defined in the Agreement have the same meaning in this Designation Notice unless given a different meaning in this Designation Notice.
2. We hereby designate our Affiliate details of which are given below as a Substitute Affiliate Lender in respect of [the [currency][amount] Revolving Loan referred to in the Request dated [ ] to be advanced to [Borrower]]/[any US$ Swingline Loans required to be advanced to [Borrower]] (the Designated Loan).
3. The details of the Substitute Affiliate Lender are as follows:
Name:
Facility Office:
Address for notices:
Jurisdiction of Incorporation:
4. By countersigning this notice below the Designated Affiliate Lender agrees to become a Designated Affiliate Lender in respect of Designated Loan[s] as indicated above and agrees to be bound by the terms of the Agreement accordingly.
5. This Designation Notice and any non-contractual obligations arising out of or in connection with it are governed by English law.
6. This Designation Notice may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Designation Notice.
For and on behalf of
[Designating Lender]
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We acknowledge and agree to the terms of the above.
For and on behalf of
[Substitute Affiliate Lender]
We acknowledge the terms of the above.
For and on behalf of
the [Facility Agent]/[US$ Swingline Agent]
Dated
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Compounded Rate Terms
DOLLARS
CURRENCY: | US Dollars. |
Cost of funds as a fallback |
|
Cost of funds will not apply as a fallback. | |
Definitions |
|
Additional Business Days: | An RFR Banking Day. |
Break Costs: | Not applicable |
Business Day Conventions (definition of "month" and Clause 9.3 (Non-Business Days)): | (a) If any period is expressed to accrue by reference to a month or any number of months then, in respect of the last month of that period: |
| (i) subject to paragraph (iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; |
| (ii) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and |
| (iii) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end. |
| (b) If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not). |
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Central Bank Rate: | (a) The short-term interest rate target set by the US Federal Open Market Committee as published by the Federal Reserve Bank of New York from time to time; or (b) if that target is not a single figure, the arithmetic mean of: (i) the upper bound of the short-term interest rate target range set by the US Federal Open Market Committee and published by the Federal Reserve Bank of New York; and (ii) the lower bound of that target range. | |
Central Bank Rate Adjustment: | In relation to the Central Bank Rate prevailing at close of business on any RFR Banking Day, the 20% trimmed arithmetic mean (calculated by the Facility Agent) of the Central Bank Rate Spreads for the five most immediately preceding RFR Banking Days for which the RFR was available. | |
Central Bank Rate Spread | means, in relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Facility Agent between: (a) the RFR for that RFR Banking Day; and (b) the Central Bank Rate prevailing at close of business on that RFR Banking Day. | |
|
|
|
Credit Adjustment Spread: | Interest Period | Credit Adjustment Spread (% p.a.) |
| one month or less | 0.11448 |
| more than one month but less than or equal to two months | 0.18456 |
| more than two months but less than or equal to three months | 0.26161 |
| more than three months but less than or equal to six months | 0.42826 |
|
|
|
Daily Rate: | The "Daily Rate" for any RFR Banking Day is: | |
| (a) the RFR for that RFR Banking Day; or |
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| (b) if the RFR is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of: (i) the Central Bank Rate for that RFR Banking Day; and (ii) the applicable Central Bank Rate Adjustment; or |
| (c) if paragraph (b) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per annum which is the aggregate of: (i) the most recent Central Bank Rate for a day which is no more than five RFR Banking Days before that RFR Banking Day; and (ii) the applicable Central Bank Rate Adjustment, rounded, in either case, to five decimal places and if, in either case, the aggregate of that rate and the applicable Credit Adjustment Spread is less than zero, the Daily Rate shall be deemed to be such a rate that the aggregate of the Daily Rate and the applicable Credit Adjustment Spread is zero. |
Lookback Period: | Five RFR Banking Days. |
Market Disruption Rate: | Not applicable |
Relevant Market: | The market for overnight cash borrowing collateralised by US Government securities. |
Reporting Day: | The Business Day which follows the day which is the Lookback Period prior to the last day of the Interest Period. |
RFR: | The secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate). |
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RFR Banking Day: | Any day other than: (a) a Saturday or Sunday; and (b) a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities. |
Interest Periods |
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Periods capable of selection as Interest Periods (Clause 9.2(b)(i)): | One month Two months Three months |
Reporting Times |
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Deadline for Lenders to report market disruption in accordance with Clause (Market disruption) | Close of business in London on the Reporting Day for the relevant Loan. |
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Daily Non-Cumulative Compounded RFR Rate
The "Daily Non-Cumulative Compounded RFR Rate" for any RFR Banking Day "i" during an Interest Period for a Compounded Rate Loan is the percentage rate per annum (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose) calculated as set out below:
where:
"UCCDRi" means the Unannualised Cumulative Compounded Daily Rate for that RFR Banking Day i;
"UCCDRi-1" means, in relation to that RFR Banking Day "i", the Unannualised Cumulative Compounded Daily Rate for the immediately preceding RFR Banking Day (if any) during that Interest Period;
"dcc" means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number;
"ni" means the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day; and
the "Unannualised Cumulative Compounded Daily Rate" for any RFR Banking Day (the "Cumulated RFR Banking Day") during that Interest Period is the result of the below calculation (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose):
where:
"ACCDR" means the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day;
"tni" means the number of calendar days from, and including, the first day of the Cumulation Period to, but excluding, the RFR Banking Day which immediately follows the last day of the Cumulation Period;
"Cumulation Period" means the period from, and including, the first RFR Banking Day of that Interest Period to, and including, that Cumulated RFR Banking Day;
"dcc" has the meaning given to that term above; and
the "Annualised Cumulative Compounded Daily Rate" for that Cumulated RFR Banking Day is the percentage rate per annum (rounded to either (a) four decimal places, or (b) if different, such other number of decimal places as provided for in the definition of “Daily Rate” in the relevant Compounded Rate Terms) calculated as set out below:
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where:
"d0" means the number of RFR Banking Days in the Cumulation Period;
"Cumulation Period" has the meaning given to that term above;
"i" means a series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order in the Cumulation Period;
"DailyRatei-LP" means, for any RFR Banking Day "i" in the Cumulation Period, the Daily Rate for the RFR Banking Day which is the applicable Lookback Period prior to that RFR Banking Day "i";
"ni" means, for any RFR Banking Day "i" in the Cumulation Period, the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day;
"dcc" has the meaning given to that term above; and
"tni" has the meaning given to that term above.
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Cumulative Compounded RFR Rate
The "Cumulative Compounded RFR Rate" for any Interest Period for a Compounded Rate Loan is the percentage rate per annum (rounded to the same number of decimal places as is specified in the definition of "Annualised Cumulative Compounded Daily Rate" in Schedule 10 (Daily Non-Cumulative Compounded RFR Rate)) calculated as set out below:
where:
"d0" means the number of RFR Banking Days during the Interest Period;
"i" means a series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order during the Interest Period;
"DailyRatei-LP" means for any RFR Banking Day "i" during the Interest Period, the Daily Rate for the RFR Banking Day which is the applicable Lookback Period prior to that RFR Banking Day "i";
"ni" means, for any RFR Banking Day "i", the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day;
"dcc" means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number; and
"d" means the number of calendar days during that Interest Period.
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Form of Sustainability Linked Financing Request
To: Skandinaviska Enskilda Banken AB (publ) as Facility Agent
From: AUTOLIV, INC. (the Parent)
Date: [ ]
Autoliv, Inc. US$1,100,000,000 Credit Agreement
dated [ ] 2022 (the Agreement)
We refer to Clause 12.2 (Activation of Sustainability Provisions) of the Agreement. This is a Sustainability Linked Financing Request. Terms defined in the Agreement have the same meaning in this Sustainability Linked Financing Request unless given a different meaning in this Sustainability Linked Financing Request.
KPI(s):
| [ ] |
SPT(s):
| [ ] |
Proposed financial year from which they would apply: | [ ] |
[Additional proposed terms] | [ ] |
By:
[PARENT]
Authorised Signatory
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Form of Sustainability Compliance Certificate
To: Skandinaviska Enskilda Banken AB (publ) as Facility Agent
From: AUTOLIV, INC. (the Parent)
Date: [ ]
Autoliv, Inc. US$1,100,000,000 Credit Agreement
dated [ ] 2022 (the Agreement)
We refer to Clause 20.6 (Sustainability Linked Documents) of the Agreement. This is a Sustainability Compliance Certificate. Terms defined in the Agreement have the same meaning in this Sustainability Compliance Certificate unless given a different meaning in this Sustainability Compliance Certificate.
SPT | Relevant KPI(s) | SPT status/comment |
[ ] | [ ] | [SPT met/not met] [Comments] |
[ ] | [ ] | [SPT met/not met] [Comments] |
[Additional comments: [ ]]
I, [CEO]/[CFO]/[a duly authorised signatory] of the Parent, confirm that any calculations relating to the SPT(s) or the KPI(s) in the Sustainability Report dated [ ] are:
By:
[PARENT]
Authorised Signatory
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[Autoliv – signature page to 2022 Facilities Agreement]
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Signatories
Parent
AUTOLIV, INC.
By: /s/ Fredrik Westin
Guarantors
AUTOLIV, INC.
By: /s/ Fredrik Westin
AUTOLIV ASP, INC.
By: /s/ Anthony Nellis
Borrower
AUTOLIV, INC.
By: /s/ Fredrik Westin
[Autoliv – signature page to 2022 Facilities Agreement]
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Co-ordinators
CITIBANK, N.A., LONDON BRANCH
By: /s/ Andrew Mason
[Autoliv – signature page to 2022 Facilities Agreement]
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MIZUHO BANK, LTD.
By: /s/ Henok Kifle
/s/ Christian Eder
[Autoliv – signature page to 2022 Facilities Agreement]
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SKANDINAVISKA ENSKILDA BANKEN AB (publ)
By: /s/ Penny Neville-Park
/s/ Andrew Moore
[Autoliv – signature page to 2022 Facilities Agreement]
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Bookrunners and Mandated Lead Arrangers
CITIBANK, N.A., LONDON BRANCH
By: /s/ Andrew Mason
[Autoliv – signature page to 2022 Facilities Agreement]
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MIZUHO BANK, LTD.
By: /s/ Henok Kifle
/s/ Christian Eder
[Autoliv – signature page to 2022 Facilities Agreement]
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SKANDINAVISKA ENSKILDA BANKEN AB (publ)
By: /s/ Penny Neville-Park
/s/ Andrew Moore
[Autoliv – signature page to 2022 Facilities Agreement]
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BANK OF CHINA (EUROPE) S.A. STOCKHOLM BRANCH
By: /s/ Caiyan Zhao
[Autoliv – signature page to 2022 Facilities Agreement]
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J.P. MORGAN SECURITIES PLC
By: /s/ Jon Abando
[Autoliv – signature page to 2022 Facilities Agreement]
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MUFG BANK, LTD.
By: /s/ Holly Villiers
[Autoliv – signature page to 2022 Facilities Agreement]
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Mandated Lead Arrangers
ING BELGIUM SA/NV
By: /s/ Stefaan De Wever
/s/ Peter De Groote
[Autoliv – signature page to 2022 Facilities Agreement]
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BNP PARIBAS
By: /s/ Jeremy Keane
/s/ Sebastian Frisk
[Autoliv – signature page to 2022 Facilities Agreement]
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MORGAN STANLEY BANK, N.A.
By: /s/ Michael King
[Autoliv – signature page to 2022 Facilities Agreement]
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WELLS FARGO BANK INTERNATIONAL UC
By: /s/ John Cotter
[Autoliv – signature page to 2022 Facilities Agreement]
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Lead Arrangers
THE NORTHERN TRUST COMPANY
By: /s/ Jeffrey Leets
[Autoliv – signature page to 2022 Facilities Agreement]
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Revolving Credit Lenders
CITIBANK EUROPE PLC
By: /s/ Andrew Mason
[Autoliv – signature page to 2022 Facilities Agreement]
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MIZUHO BANK, LTD.
By: /s/ Henok Kifle
/s/ Christian Eder
[Autoliv – signature page to 2022 Facilities Agreement]
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SKANDINAVISKA ENSKILDA BANKEN AB (publ)
By: /s/ Penny Neville-Park
/s/ Andrew Moore
[Autoliv – signature page to 2022 Facilities Agreement]
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BANK OF CHINA (EUROPE) S.A. STOCKHOLM BRANCH
By: /s/ Caiyan Zhao
[Autoliv – signature page to 2022 Facilities Agreement]
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JPMORGAN CHASE BANK, N.A., LONDON BRANCH
By: /s/ Tushar Agarwal
[Autoliv – signature page to 2022 Facilities Agreement]
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MUFG BANK, LTD.
By: /s/ Holly Villiers
[Autoliv – signature page to 2022 Facilities Agreement]
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ING BELGIUM SA/NV
By: /s/ Stefaan De Wever
/s/ Peter De Groote
[Autoliv – signature page to 2022 Facilities Agreement]
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BNP PARIBAS SA, BANKFILIAL SVERIGE
By: /s/ Jeremy Keane
/s/ Sebastian Frisk
[Autoliv – signature page to 2022 Facilities Agreement]
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MORGAN STANLEY BANK, N.A.
By: /s/ Michael King
[Autoliv – signature page to 2022 Facilities Agreement]
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WELLS FARGO BANK INTERNATIONAL UC
By: /s/ John Cotter
[Autoliv – signature page to 2022 Facilities Agreement]
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THE NORTHERN TRUST COMPANY
By: /s/ Jeffrey Leets
[Autoliv – signature page to 2022 Facilities Agreement]
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US$ Swingline Lenders
CITIBANK, N.A.
By: /s/ Andrew Mason
[Autoliv – signature page to 2022 Facilities Agreement]
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MIZUHO BANK, LTD.
By: /s/ Henok Kifle
/s/ Christian Eder
[Autoliv – signature page to 2022 Facilities Agreement]
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SKANDINAVISKA ENSKILDA BANKEN AB (publ)
By: /s/ Penny Neville-Park
/s/ Andrew Moore
[Autoliv – signature page to 2022 Facilities Agreement]
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JPMORGAN CHASE BANK, N.A.
By: /s/ Tushar Agarwal
[Autoliv – signature page to 2022 Facilities Agreement]
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MUFG BANK, LTD.
By: /s/ Holly Villiers
[Autoliv – signature page to 2022 Facilities Agreement]
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ING BELGIUM SA/NV
By: /s/ Stefaan De Wever
/s/ Peter De Groote
[Autoliv – signature page to 2022 Facilities Agreement]
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MORGAN STANLEY BANK, N.A.
By: /s/ Michael King
[Autoliv – signature page to 2022 Facilities Agreement]
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WELLS FARGO BANK INTERNATIONAL UC
By: /s/ John Cotter
[Autoliv – signature page to 2022 Facilities Agreement]
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THE NORTHERN TRUST COMPANY
By: /s/ Jeffrey Leets
[Autoliv – signature page to 2022 Facilities Agreement]
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Facility Agent
SKANDINAVISKA ENSKILDA BANKEN AB (publ)
By: /s/ Penny Neville-Park
/s/ Andrew Moore
[Autoliv – signature page to 2022 Facilities Agreement]
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US$ Swingline Agent
CITIBANK, N.A.
By: /s/ Andrew Mason
[Autoliv – signature page to 2022 Facilities Agreement]
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Sustainability Co-ordinator
SKANDINAVISKA ENSKILDA BANKEN AB (publ)
By: /s/ Penny Neville-Park
/s/ Andrew Moore
[Autoliv – signature page to 2022 Facilities Agreement]