EIGHTH AMENDMENT dated as of March 15, 2021 between HONDA CANADA FINANCE INC., a Canada corporation (the Borrower) and CANADIAN IMPERIAL BANK OF COMMERCE, as administrative agent, for and on behalf of the Banks party to the Credit Agreement (as defined below) (the Administrative Agent).
WHEREAS, the Borrower, the Banks, the Administrative Agent, and the other Agents party thereto are party to a second amended and restated credit agreement dated as of March 24, 2014 (as amended pursuant to an amendment dated as of June 30, 2014, a second amendment dated as of March 13, 2015, a third amendment dated as of March 23, 2016, a fourth amendment dated as of March 23, 2017, a fifth amendment dated as of March 13, 2018, a sixth amendment dated as of March 12, 2019 and a seventh amendment dated as of March 19, 2020, collectively, the Credit Agreement);
WHEREAS, pursuant to Section 2.11 of the Credit Agreement, the Borrower may request that the Commitment Termination Date of a Class be extended by one year; and
WHEREAS the Borrower has requested that the Tranche A Commitment Termination Date be extended and the Banks have agreed to such extension.
NOW THEREFORE IT IS AGREED:
Section 1 Defined Terms.
Capitalized terms used in this Amendment and not otherwise defined have the meanings specified in the Credit Agreement.
Section 2 Amendments.
|(1) || |
The definition of Tranche A Commitment Termination Date in Section 1.1 of the Credit Agreement is hereby amended by deleting March 25, 2021 and replacing it with March 25, 2022.
|(2) || |
Section 2.4(d) of the Credit Agreement is hereby amended by inserting , but subject to availability, after at the election of the Borrower and before after the Drawing Date.
|(3) || |
Section 8.4 of the Credit Agreement is hereby amended by deleting each reference to March 31, 2019 and replacing it with March 31, 2020.
Section 3 Representations and Warranties.
To induce the Administrative Agent to enter into this Amendment, the Borrower represents and warrants to the Administrative Agent and the Banks as follows, which representations and warranties shall survive the execution and delivery hereof:
| ||(a) || |
The Borrower is duly organized and validly existing as a corporation under the laws of Canada;
| ||(b) || |
The execution, delivery and performance of this Amendment has been duly authorized by the Borrower by all necessary corporation action. This Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law;