In connection with a proposed issuance of promissory notes in the Peoples Republic of China, and in direct response to the commencement of the Chapter 11 proceedings in the United States, the Industrial and Commercial Bank of China (ICBC) has asked Honeywell Automotive Parts Services (Shanghai) Co., Ltd. to provide certain collateral as described below to secure the issuance of new promissory notes to Garretts suppliers in the Ordinary Course.
In order to provide the requested collateral, Garrett proposes providing a pledge over promissory notes received by Garrett as payment from its customers in China. Garrett believes the use of such promissory notes as collateral has certain advantages over the use of cash collateral, e.g., but not limited to, preventing the company from discounting promissory notes and from incurring associated discounting fees.
ICBC has requested a pledge over RMB 115,000,000 (approximately USD 17,000,000) of promissory notes held by Garrett (Customer Promissory Notes). The pledge would provide for revolving security until April 9, 2021 (or earlier, if new credit were to be approved prior to, on or after the completion of the Chapter 11 process). Garrett requests Buyers consent for this pledge of Customer Promissory Notes, which Buyer agrees to provide under the following conditions:
(1) the pledge of Customer Promissory Notes to ICBC does not exceed RMB 115,000,000 and shall be in a form customary for a pledge of this type, and shall only require Buyers consent under Section 6.2(b)(xi) of the SAPA;
(2) Sellers agree to use (and to cause the Acquired Subsidiaries to use) commercially reasonable efforts to cause ICBC to release the pledge on the Customer Promissory Notes prior to the Closing;
(3) Sellers agree to replace the pledged Customer Promissory Notes with Cash Collateral at Buyers written request no later than ten (10) Business Days after such request is made; and
(4) to the extent such Customer Promissory Notes remain pledged as of the Closing, the Parties agree that Buyer shall be entitled to a downwards adjustment to the Purchase Price in an amount equal to the face value of such pledged Customer Promissory Notes (and Section 6.15 of the SAPA shall apply to the pledged Customer Promissory Notes as if such pledged Customer Promissory Notes were Cash Collateral thereunder, mutatis mutandis).