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Facilities Agreement

 

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Title:

Facilities Agreement

Entities:

Autoliv Inc.; Banco Bilbao Vizcaya Argentaria SA; Bank One, NA; JPMorgan Chase Bank; McGraw-Hill Companies Inc.; Wachovia Bank, NA; Bank of New York

Date:

2005

Size:

Preview shows 11KB of 187KB total

Price:

$49

ID:

#796792

 

 

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Allen & Overy LLP

 

 

FACILITIES AGREEMENT

 

US$1,100,000,000

 

 

for

AUTOLIV, INC.

AUTOLIV ASP, INC.

and

AUTOLIV AB

 

 

 

with

HSBC BANK PLC

J.P. MORGAN PLC

SEB MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN AB (publ)

 

and

 

SG CORPORATE & INVESTMENT BANKING

 

as Bookrunners

 

 

 

7 November, 2005


Contents

Clause Page

1. Interpretation

2. Facilities

3. Purpose

4. Conditions Precedent

5. Revolving Loans

6. Swingline Loans

7. Repayment

8. Prepayment and Cancellation

9. Interest Periods

10. Interest

11. Optional Currencies

12. Payments

13. Taxes

14. Market Disruption

15. Increased Costs

16. Illegality

17. Guarantee

18. Representations and Warranties

19. Undertakings

20. Default

21. The Agents and the Bookrunners

22. Fees

23. Expenses

24. Stamp Duties

25. Indemnities

26. Evidence and Calculations

27. Amendments and Waivers

28. Changes to the Parties

29. Disclosure of Information

30. Set-Off

31. Pro Rata Sharing

32. Severability

33. Counterparts

34. Notices

35. Language

36. Jurisdiction

37. Governing Law

38. Integration

39. Waiver of Jury Trial




 

 

Schedule

1. Various Parties

Part 1   Revolving Credit Commitments

Part 2   U.S.$ Swingline Banks and U.S.$ Swingline Commitments

Part 3   SEK Swingline Banks and SEK Swingline Commitments

2. Conditions Precedent Documents

Part 1   To be delivered before the first request

Part 2   For an Additional Borrower

3. Calculation of the Mandatory Cost

4. Form of Request

5. Form of Novation Certificate

6. Form of Compliance Certificate

7. Form of Accession Agreement

Signatories



THIS AGREEMENT is dated, 7 November, 2005

BETWEEN:

  1. AUTOLIV, INC. (incorporated under the laws of the State of Delaware, U.S.A.) (in this capacity, the Parent);

  2. AUTOLIV, INC. (incorporated under the laws of the State of Delaware, U.S.A.), AUTOLIV ASP, INC. (incorporated under the laws of the State of Indiana, U.S.A.) and AUTOLIV AB (incorporated under the laws of Sweden) (each a Borrower and together, the Borrowers);

  3. HSBC BANK PLC, J.P. MORGAN PLC, SEB MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN AB (publ), and SG CORPORATE & INVESTMENT BANKING (the corporate and investment banking division of SOCIETE GENERALE) as bookrunners (the Bookrunners);

  4. THE FINANCIAL INSTITUTIONS listed in Schedule 1 as banks (the Banks);

  5. SEB MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN AB (publ) as facility agent (the Facility Agent)

  6. JPMORGAN CHASE BANK, N.A. as U.S.$ swingline agent (the U.S.$ Swingline Agent); and

  7. SEB MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN AB (publ) as SEK swingline agent (the SEK Swingline Agent).

IT IS AGREED as follows:

  1. Interpretation

    1. Definitions

In this Agreement:

Accession Agreement means a letter, substantially in the form of Schedule 7 (Form of Accession Agreement), with such amendments as the Facility Agent and the Parent may agree.

Additional Borrower means a member of the Group which becomes a Borrower after the date of this Agreement.

Affiliate means a Subsidiary or a holding company of a person or any other Subsidiary of that holding company.

Affiliated Bank means a Bank which is an Affiliate of another Bank.

Agent means the Facility Agent or a Swingline Agent.

Availability Period means the period from and including the date of this Agreement to and including the date one month before the Maturity Date.

Bank means a Revolving Credit Bank or a Swingline Bank.

Board means the Board of Governors of the Federal Reserve System of the United States of America or any successor thereof.

Business Day means a day (other than a Saturday or a Sunday):

(a) on which banks are open for general business in:

(i) London and Stockholm;


 

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