AMENDMENT NO. 1
TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Amendment No. 1, dated as of June 8, 2020 (this Amendment) to Second Amended and Restated Credit Agreement, dated as of August 17, 2016, as amended and restated as of May 1, 2020 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the Existing Credit Agreement), by and among APTIV CORPORATION, a Delaware corporation (the U.S. Parent Borrower), APTIV PLC, a public limited company incorporated under the laws of Jersey (Parent), APTIV HOLDINGS US LIMITED, a par value limited company incorporated under the laws of Jersey, APTIV INTERNATIONAL HOLDINGS (UK) LLP, a limited liability partnership organized under the laws of England, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Swingline Lender, and the Lenders and Issuing Banks party thereto. Capitalized terms not otherwise defined herein having the definitions provided therefor in the Existing Credit Agreement.
WHEREAS, the Borrowers, the Administrative Agent and the Lenders party hereto (constituting the Required Lenders) desire to amend the Existing Credit Agreement upon the terms and subject to the conditions set forth in this Amendment (the Existing Credit Agreement as amended by this Amendment, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the Amended Credit Agreement) pursuant to and in accordance with Section 9.02 of the Existing Credit Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows:
SECTION 1. Amendments to Existing Credit Agreement. Effective as of the Amendment Effective Date (as defined below), the Existing Credit Agreement is hereby amended as follows:
(a) The definition of Equity Interests in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
Equity Interests means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest, but excluding any debt security that is convertible into, or exchangeable for, any such equity interest.
(b) Section 1.01 of the Existing Credit Agreement is hereby amended to add the following definition in the appropriate alphabetical order:
Specified Convertible Preferred Shares means preferred shares of the Parent Entity, issued by the Parent Entity in one or more transactions (inclusive of any additional shares issued by the Parent Entity pursuant to any option to purchase any additional shares granted to the underwriters of such shares), that are convertible into ordinary shares of the Parent Entity (or other securities or property following a merger event, reclassification or other change of the ordinary shares of the Parent Entity), and cash in lieu of fractional shares of the Parent Entity.
(c) Section 6.10 of the Existing Credit Agreement is hereby amended by (i) deleting the word and at the end of clause (b), (ii) replacing the . at the end of clause (c) with ; and and (iii) adding a new clause (d) immediately following clause (c) therein to read as follows:
(d) the Parent Entity may make any payments and/or deliveries required by the terms of, and otherwise perform its obligations under, the Specified Convertible Preferred Shares (including, without limitation, making payments of dividends and other distributions thereon and/or making payments and deliveries due upon conversion thereof).