Exhibit 10.1


 


Execution Version


 


AMENDMENT NO. 4 TO CREDIT AGREEMENT


 


This Amendment
No. 4 to Credit Agreement, dated as of June 26, 2020 (this “Amendment”), is entered into by and among
Howmet Aerospace Inc., a Delaware corporation (“Howmet”), the Lenders (as defined below), Citibank, N.A. and
JPMorgan Chase Bank, N.A. (each, an Issuer with respect to the L/C Commitments under the Existing Credit Agreement referenced below),
Citibank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and
JPMorgan Chase Bank, N.A., as syndication agent. Capitalized terms used but not otherwise defined herein have the meanings assigned
to such terms in the Existing Credit Agreement referenced below.


 


W
I T N E S S E T H:


 


WHEREAS, reference is
made to that certain Five-Year Revolving Credit Agreement, dated as of July 25, 2014 (as amended and extended by the letter agreement,
dated June 5, 2015, and as further amended pursuant to Amendment No. 1 to Credit Agreement, dated as of September 16, 2016, and
as further amended pursuant to Amendment No. 2 to Credit Agreement, dated as of June 29, 2018, and as further amended pursuant
to Amendment No. 3, dated as of March 4, 2020, the “Existing Credit Agreement”; the Existing Credit Agreement,
as amended by this Amendment, the “Credit Agreement”), among Howmet, the lenders and issuers from time to time
party thereto, the Administrative Agent and JPMorgan Chase Bank, N.A., as Syndication Agent;


 


WHEREAS, Howmet has requested
that the Existing Credit Agreement be amended on the terms and conditions set forth herein;


 


WHEREAS, Howmet has requested,
and the Lenders and the Administrative Agent have agreed, on the terms and conditions set forth herein, to make certain amendments
to the Existing Credit Agreement as provided herein;


 


NOW, THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


Section
1.         
Definitions. Unless otherwise specifically defined herein, each term used herein (including in the recitals
above) that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.


 


Section
2.         
Amendments to the Existing Credit Agreement upon the Amendment No. 4 Effective Date. Subject to the satisfaction
of the conditions set forth in Section 4 below, the parties hereto agree that the Existing Credit Agreement shall be amended, with
effect upon the Amendment No. 4 Effective Date (as defined in Section 4 below), as follows:


 


(a)               
Article I of the Existing Credit Agreement is hereby amended by amending Section 1.01 thereof to insert the following new
defined terms in their correct alphabetical order:


 


“Amendment
No. 4” shall mean Amendment No. 4 to this Agreement, dated as of June 26, 2020.


 


“Amendment
No 4. Effective Date” shall have the meaning assigned to such term in Amendment No. 4.


 






    


     


    

 





“Covenant
Relief Period” means the period commencing on June 30, 2020, and ending on (and including) the Covenant Relief Period
Termination Date.


 


“Covenant
Relief Period Termination Date” means the earlier of (a) December 31, 2021 and (b) the date on which the Administrative
Agent receives an Covenant Relief Period Termination Notice from Howmet; provided that, with respect to clause (b) hereof,
no Event of Default or Default shall have occurred and be continuing.


 


“Covenant
Relief Period Termination Notice” means a certificate of a Responsible Officer of Howmet (a) stating that Howmet irrevocably
elects to terminate the Covenant Relief Period effective as of the date set forth in such certificate (which date shall be no earlier
than the date of the certificate) delivered to the Administrative Agent and (b) certifying that (x) the Consolidated Net Debt to
Consolidated EBITDA as of the end of the fiscal quarter for the period of the four fiscal quarters of Howmet most recently ended
did not exceed 3.50 to 1.00 and (y) at the time of and immediately after the Covenant Relief Period Termination Date no Event of
Default or Default shall have occurred and be continuing.


 


“Existing
Preferred Stock” means the $3.75 Cumulative Preferred Stock, par value $100 per share of Howmet issued as of the Amendment
No. 4 Effective Date.


 


“Restricted
Payment” means (a) any dividend, distribution or any other payment (whether direct or indirect) on account of any stock
or equity interests of any Borrower or any of its Subsidiaries now or hereafter outstanding and (b) any redemption, retirement,
sinking fund or similar payment, purchase, repurchase or other acquisition for value (direct or indirect) of any stock or equity
interests of the Borrower or any of its Subsidiaries now or hereafter outstanding, in each case other than (v) with respect to
Existing Preferred Stock, (w) by any Subsidiary to another Subsidiary or any Borrower, (x) Restricted Payments by Howmet payable
solely in the common stock or other common equity interests of Howmet, (y) payments in lieu of the issuance of fractional shares
in connection with the exercise of warrants, options or other securities convertible into or exchangeable for stock and (z) repurchase
of equity interests upon the exercise of stock options if such equity interests represent a portion of the exercise price of such
stock options.


 


(b)           Article I of the Existing Credit Agreement is hereby amended by amending Section 1.01 thereof by amending and restating
the following defined terms in their entirety as follows:


 


“Applicable
Margin” shall mean:


 


(a) as of
any date of determination, other than during the Covenant Relief Period, a per annum rate equal to the rate set forth below opposite
the applicable Type of Loan and the Index Debt Ratings in effect on such date set forth below; provided, that in the event the
Index Debt Ratings fall within different categories, the Applicable Margin shall be based on the category corresponding to the
higher of such Index Debt Ratings, unless such Index Debt Ratings differ by two or more categories, in which case
the spreads shall be based upon the category one level below the category corresponding to the higher of such Index Debt Ratings;


 








    2


     


    

 


	 	Category 1	Category 2	Category 3	Category 4	Category 5	Category 6
	 	Index Debt Ratings of at least BBB+ by S&P and/or Baa1 by Moody’s	Index Debt Ratings less than Category 1, but at least BBB by S&P and/or Baa2 by Moody’s	Index Debt Ratings less than Category 2, but at least BBB- by S&P and/or Baa3 by Moody’s.	Index Debt Ratings less than Category 3, but at least BB+ by S&P and/or Ba1 by Moody’s.	Index Debt Ratings less than Category 4, but at least  BB by S&P and/or Ba2 by Moody’s.	Index Debt Ratings equal to or lower than BB- by S&P and/or Ba3 by Moody’s.
	Applicable Margin for LIBOR Loans	1.015%	1.125%	1.325%	1.50%	1.70%	1.90%
	Applicable Margin for Base Rate Loans	0.015%	0.125%	0.325%	0.50%	0.70%	0.90%


 


(b) as of
any date of determination during the Covenant Relief Period, for the period through (and including) the fiscal quarter ending June
30, 2021, a per annum rate equal to the rate set forth below opposite the applicable Type of Loan and the Index Debt Ratings in
effect on such date set forth below; provided, that in the event the Index Debt Ratings fall within different categories, the Applicable
Margin shall be based on the category corresponding to the higher of such Index Debt Ratings, unless such Index Debt Ratings differ
by two or more categories, in which case the spreads shall be based upon the category one level below the category corresponding
to the higher of such Index Debt Ratings;


 






    3


     


    

 


	 	Category 1	Category 2	Category 3	Category 4	Category 5	Category 6
	 	Index Debt Ratings of at least BBB+ by S&P and/or Baa1 by Moody’s	Index Debt Ratings less than Category 1, but at least BBB by S&P and/or Baa2 by Moody’s	Index Debt Ratings less than Category 2, but at least BBB- by S&P and/or Baa3 by Moody’s.	Index Debt Ratings less than Category 3, but at least BB+ by S&P and/or Ba1 by Moody’s.	Index Debt Ratings less than Category 4, but at least  BB by S&P and/or Ba2 by Moody’s.	Index Debt Ratings equal to or lower than BB- by S&P and/or Ba3 by Moody’s.
	Applicable Margin for LIBOR Loans	1.515%	1.625%	1.825%	2.00%	2.20%	2.40%
	Applicable Margin for Base Rate Loans	0.515%	0.625%	0.825%	1.00%	1.20%	1.40%


 


(c) as of any date of determination during the Covenant Relief Period, for the period
following the fiscal quarter ending June 30, 2021, a per annum rate equal to the rate set forth below opposite the applicable Type
of Loan and the Index Debt Ratings in effect on such date set forth below; provided, that in the event the Index Debt Ratings fall
within different categories, the Applicable Margin shall be based on the category corresponding to the higher of such Index Debt
Ratings, unless such Index Debt Ratings differ by two or more categories, in which case the spreads shall be based upon the category
one level below the category corresponding to the higher of such Index Debt Ratings:


 


	 	Category 1	Category 2	Category 3	Category 4	Category 5	Category 6
	 	Index Debt Ratings of at least BBB+ by S&P and/or Baa1 by Moody’s	Index Debt Ratings less than Category 1, but at least BBB by S&P and/or Baa2 by Moody’s	Index Debt Ratings less than Category 2, but at least BBB- by S&P and/or Baa3 by Moody’s.	Index Debt Ratings less than Category 3, but at least BB+ by S&P and/or Ba1 by Moody’s.	Index Debt Ratings less than Category 4, but at least  BB by S&P and/or Ba2 by Moody’s.	Index Debt Ratings equal to or lower than BB- by S&P and/or Ba3 by Moody’s.
	Applicable Margin for LIBOR Loans	1.265%	1.375%	1.575%	1.75%	1.95%	2.15%
	Applicable Margin for Base Rate Loans	0.265%	0.375%	0.575%	0.75%	0.95%	1.15%


 


“Commitment”
shall mean, with respect to each Lender, the commitment of such Lender to make Loans and acquire interests in Letters of
Credit as set forth in this Agreement in the aggregate principal amount not to exceed the amount set forth opposite such
Lender’s name on Schedule 2.01(a) or in any Assignment and Assumption or Accession Agreement pursuant to which such
Lender first becomes a Lender hereunder, as the same
may be terminated or reduced from time to time pursuant to Section 2.10 or Section 10.04(h), increased from time to time pursuant
to Section 2.20 or extended pursuant to Section 2.21. As of the Amendment No. 4 Effective Date, the aggregate amount of Commitments
is $1,000,000,000.


 






    4


     


    

 


(c)          Article VI of the Existing Credit Agreement is hereby amended by amending and restating Section 6.01(b) thereof in its entirety
as follows:


 


(b)       Notwithstanding
paragraph (a) of this Section 6.01 and in addition to the Liens permitted thereunder, each Borrower and any Restricted Subsidiary
may create or incur Liens which would otherwise be subject to the foregoing restrictions to secure Indebtedness for borrowed money
in an aggregate outstanding amount which does not at the time exceed (x) during the Covenant Relief Period, $400,000,000 (less
any amounts incurred by any Subsidiary under Section 6.06) or (y) at any time other than during the Covenant Relief Period, 10%
of the Consolidated Net Tangible Assets of Howmet and its consolidated Subsidiaries at such time.


 


(d)          Article VI of the Existing Credit Agreement is hereby amended by amending and restating Section 6.03 thereof in its entirety
as follows:


 


Section
6.03. Consolidated Net Leverage Ratio. Howmet shall not permit the ratio of Consolidated Net Debt to Consolidated EBITDA
as of the end of each fiscal quarter for the period of the four fiscal quarters of Howmet most recently ended, to be greater than
3.50 to 1.00; provided, however, that notwithstanding the foregoing, during the Covenant Relief Period, Howmet shall not permit
the ratio of Consolidated Net Debt to Consolidated EBITDA as of the end of each fiscal quarter for the period of the four fiscal
quarters of Howmet set forth below, to exceed the applicable level set forth below opposite such period under the heading “Consolidated
Net Debt to Consolidated EBITDA”:


 


	Fiscal Quarter Ending	Consolidated Net Debt to Consolidated EBITDA
	June 30, 2020	5.00 to 1.00
	September 30, 2020	5.00 to 1.00
	December 31, 2020	5.00 to 1.00
	March 31, 2021	5.25 to 1.00
	June 30, 2021	5.00 to 1.00
	September 30, 2021	4.50 to 1.00
	December 31, 2021	4.00 to 1.00

 






    5


     


    

 





(e)               
 Article VI of the Existing Credit Agreement is hereby amended by inserting, after Section 6.04 thereof, the following new
Section 6.05:


 


Section 6.05.
Restricted Payments. During the Covenant Relief Period, declare, order, pay, make, or permit any Subsidiary to declare,
order, pay or make, any Restricted Payment except for so long as there are no Revolving Credit Outstandings immediately prior to
or after giving effect to such Restricted Payment, in an aggregate amount not to exceed the sum of (x) $100,000,000 and (y) after
June 30, 2021, if the ratio of Consolidated Net Debt to Consolidated EBITDA after giving effect thereto on a pro forma basis is
less than or equal to 3.75 to 1.00, $150,000,000.


 


(f)                
Article VI of the Existing Credit Agreement is hereby amended by inserting, after Section 6.05 thereof, the following new
Section 6.06:


 


Section 6.06.
Subsidiary Indebtedness. During the Covenant Relief Period, permit any Subsidiary to directly or indirectly create, incur,
assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness except in an aggregate
outstanding amount which does not at the time exceed $400,000,000 (less any amounts secured by any Borrower or Restricted Subsidiary
under Section 6.01(b)).


 


(g)               
Article VI of the Existing Credit Agreement is hereby amended by inserting, after Section 6.06 thereof, the following new
Section 6.07:


 


Section 6.07.
Accounts Receivable and Securitization. During the Covenant Relief Period, enter, or permit any Subsidiary to enter, into
any accounts receivable facility or similar financing facility or transaction (including any securitization or non-recourse accounts
receivable financing but excluding, for the avoidance of doubt, any supply chain financing) providing for the factoring, sale or
pledge of receivables or similar assets; provided, however, that the foregoing shall not apply to facilities or transactions
for which the aggregate outstanding amount of (x) any Indebtedness attributable thereto and (y) to the extent not included as a
liability on the consolidated balance sheet of Howmet and its Subsidiaries in accordance with GAAP, the amount of the financing
component for such facility or transaction that would appear on a balance sheet of such Person prepared on such date in accordance
with GAAP if such financing component were accounted for as Indebtedness incurred by such person, does not at the time exceed $500,000,000.
For purposes of determining compliance with this Section 6.07, the amount of any Indebtedness or obligation denominated in any
currency other than Dollars shall be calculated based on customary currency exchange rates in effect on the date on which such
Indebtedness or obligation was incurred.


 


(h)               
Article X of the Existing Credit Agreement is hereby amended by amending and restating Section 10.13 thereof in its entirety
as follows:


 


Section 10.13.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but
all of which when taken together shall constitute but one contract, and shall become effective as provided in Section 10.03. The
words “execution,” “execute,” “signature” and words of like import in this Agreement shall
be deemed to include electronic signatures, which shall be of
the same legal effect, validity or enforceability as a manually executed signature, to the extent and as provided for in any applicable
law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act or any other similar state laws based on the Uniform Electronic Transactions Act.


 






    6


     


    

 


Section
3.         
Reduction and Deemed Assignment of Commitments


 


(a)               
Subject to the terms and conditions set forth herein, upon the Amendment No. 4 Effective Date, each lender party hereto
hereby agrees to commit to provide its respective Commitment as set forth in Schedule 2.01(a) of Exhibit A hereto (which
shall be deemed to supersede and replace Schedule 2.01(a) of the Existing Credit Agreement on the Amendment No. 4 Effective Date)
(each lender listed on Schedule 2.01(a) of Exhibit A hereto, a “Lender”). Schedule 2.01(a) of Exhibit
A hereto shall be deemed to supersede and replace Schedule 2.01(a) of the Existing Credit Agreement upon the Amendment
No. 4 Effective Date; provided, that, in the event that, following the date hereof but prior to the occurrence of the Amendment
No. 4 Effective Date, any Commitments are assigned or changed pursuant to the Credit Agreement (other than as set forth above),
then upon the Amendment No. 4 Effective Date, the Administrative Agent shall make such changes to Schedule 2.01(a) of Exhibit
A hereto solely to the extent necessary to give effect to any such assignment or change and to the other provisions of this
Section 3(a).


 


(b)               
Each Issuer committed to providing L/C Commitments under the Existing Credit Agreement immediately prior to the effectiveness
of this Amendment shall continue to act in such capacity immediately following the effectiveness hereof. Schedule 2.01(b) of Exhibit
A hereto shall be deemed to supersede and replace Schedule 2.01(b) of the Existing Credit Agreement upon the Amendment
No. 4 Effective Date; provided, that, in the event that, following the date hereof but prior to the occurrence of the Amendment
No. 4 Effective Date, any L/C Commitments are changed pursuant to the Credit Agreement (other than as set forth above), then upon
the Amendment No. 4 Effective Date, the Administrative Agent shall make such changes to Schedule 2.01(b) of Exhibit A hereto
solely to the extent necessary to give effect to any such change and to the other provisions of this Section 3(b).


 


Section
4.         
Conditions Precedent to Amendment No. 4 Effective Date.


 


The amendments set forth
under Sections 2 and 3 herein shall be effective upon the date on which the following conditions precedent are satisfied (such
date, the “Amendment No. 4 Effective Date”):


 


(a)               
Amendment. The Administrative Agent shall have received counterparts of this Amendment, duly executed by Howmet,
the Lenders, each Issuer and the Administrative Agent.


 


(b)               
Fees and Expenses. The Administrative Agent shall have received all fees and other amounts due and payable on or
prior to the Amendment No. 4 Effective Date (including, without limitation, (x) consent fees payable to the Lenders pursuant to
Section 4(g) below and (y) fees and other amounts due and payable under Section 10.05 (Expenses; Indemnity) of the
Existing Credit Agreement).


 


(c)               
Corporate Documents. The Administrative Agent shall have received (i) a copy, including all amendments thereto,
of the charter of Howmet, certified as of a recent date by the Secretary of State or other appropriate official of its jurisdiction
of incorporation and a certificate as to the good standing of Howmet as of a recent date, from such Secretary of State or other
official; (ii) a certificate of the Secretary or Assistant Secretary of Howmet dated the Amendment No. 4 Effective Date and certifying
(A) that attached thereto is a true and complete copy of the by-laws of Howmet as in effect on the Amendment No. 4 Effective Date
showing all amendments thereto since the date of the resolutions described in clause (B) below, (B) that attached thereto is a
true and complete copy of resolutions duly adopted by the Board of Directors of Howmet authorizing the execution, delivery and
performance of this Amendment and the borrowings by Howmet hereunder, and that such resolutions have not been modified, rescinded
or amended and are in full force and effect, (C) that the charter of Howmet has not been amended since the date of the last amendment
thereto shown on the certificate of good standing furnished pursuant to clause (i) above and (D) as to the incumbency and specimen
signature of each officer executing this Amendment or any other document delivered in connection herewith on behalf of Howmet;
(iii) a certificate of another officer of Howmet as to the incumbency and specimen signature of the Secretary or Assistant Secretary
executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or Weil, Gotshal & Manges
LLP, counsel for the Administrative Agent may reasonably request; provided that the charter referenced in clause (i) above and
the bylaws referenced in clause (ii) shall not be required to be delivered to the extent the Secretary or Assistant Secretary
of Howmet certifies that such documents are unchanged since last delivered to the Administrative Agent.






 






    7


     


    

 


(d)               Representations
and Warranties. The representations and warranties set forth in Section 5 of this Amendment shall be true and correct
in all material respects (or in all respects if such representation or warranty is qualified by Material Adverse Effect or other
materiality qualifier) on and as of the Amendment No. 4 Effective Date with the same effect as though made on and as of such date,
except to the extent such representations and warranties expressly relate to an earlier date.


 


(e)               Conditions
Precedent Certificates. The Administrative Agent shall have received certificates dated the Amendment No. 4 Effective Date
and signed by a Financial Officer of Howmet confirming the satisfaction of the conditions precedent set forth in paragraph (d)
of this Section 4 and that as of the Amendment No. 4 Effective Date, no Event of Default or Default has occurred and is
continuing.


 


(f)                Responsible
Officer Certificates. The Administrative Agent shall have received certificates of a Responsible Officer of Howmet, each dated
the Amendment No. 4 Effective Date and stating that (i) except as previously disclosed, Howmet and each of its Subsidiaries have
complied in all respects with all Federal, state, local and foreign statutes, ordinances, orders, judgments, rulings and regulations
relating to environmental pollution or to environmental regulation or control except to the extent any such failure so to comply
would not, alone or together with any other such failure, be reasonably likely to result in a Material Adverse Effect; (ii) neither
Howmet nor any of its Subsidiaries has received notice of any failure so to comply which alone or together with any other such
failure would be reasonably likely to result in a Material Adverse Effect; and (iii) the plants of Howmet and its Subsidiaries
do not manage any hazardous wastes, toxic pollutants or substances similarly denominated in violation of any applicable law or
regulations promulgated pursuant thereto including, for operations within the United States, the Resource Conservation and Recovery
Act, the Comprehensive Environmental Response Compensation and Liability Act, the Hazardous Materials Transportation Act, the
Toxic Substance Control Act, the Clean Air Act, the Clean Water Act or any other applicable law, where such violation would be
reasonably likely to result, individually or together with any such other violations, in a Material Adverse Effect.


 


(g)               Consent
Fee. The Administrative Agent shall have received a consent fee, for the account of each applicable Lender (including Citibank,
N.A.) consenting to this Amendment (each, a “Consenting Lender”), in an amount equal to 0.15% of such Consenting
Lender’s Commitment as set forth on Exhibit A to this Amendment (“Exhibit A”), payable on the Amendment
No. 4 Effective Date.


 






    8


     


    

 


Section
5.         
Representations and Warranties. To induce the Administrative Agent and the Lenders party hereto to enter into
this Amendment, Howmet hereby represents and warrants to the Administrative Agent and the Lenders, that:


 





(a)               
 Authorization. Howmet has the power and authority, corporate or otherwise, to execute, deliver and carry out the
provisions of this Amendment, or to become a party to this Amendment in accordance with the terms hereof and to perform its obligations
hereunder and under the Credit Agreement as modified hereby, and all such action has been duly and validly authorized by all necessary
proceedings, corporate or otherwise, on its part.


 


(b)               
Enforceability. This Amendment has been duly executed and delivered by Howmet and this Amendment and the Credit Agreement
as modified hereby constitute the legal, valid and binding obligations of Howmet, enforceable in accordance with their respective
terms, except as limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’
rights or by general principles of equity limiting the availability of equitable remedies.


 


(c)               
Governmental Approvals. No authorization, consent, approval, license, exemption or other action by, and no registration,
qualification, designation, declaration or filing with, any Governmental Authority (other than filings under the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder) is necessary in connection with Howmet’s
execution and delivery of this Amendment, the consummation by Howmet of the transactions contemplated hereby or Howmet’s
performance of or compliance with the terms and conditions hereof or of the Credit Agreement as modified hereby.


 


(d)               
No Conflict. None of the execution and delivery by Howmet of this Amendment, the consummation by Howmet of the transactions
contemplated hereby or the performance by Howmet of or compliance by Howmet with the terms and conditions hereof or of the Credit
Agreement as modified hereby will (a) violate any law, constitution, statute, treaty, regulation, rule, ordinance, order, injunction,
writ, decree or award of any Governmental Authority to which it is subject, (b) conflict with or result in a breach or default
under its charter or Memorandum and Articles of Association or by-laws (or equivalent organizational or governing documents), as
applicable, (c) conflict with or result in a breach or default which is material in the context of this Amendment under any agreement
or instrument to which Howmet is a party or by which it or any of its properties, whether now owned or hereafter acquired, may
be subject or bound or (d) result in the creation or imposition of any Lien prohibited by Section 6.01 of the Credit Agreement
upon any property or assets, whether now owned or hereafter acquired, of Howmet.


 


(e)               
No Default; Representations and Warranties. On and as of the Amendment No. 4 Effective Date, (i) no Default or Event
of Default has occurred and is continuing and (ii) the representations and warranties of Howmet set forth in the Loan Documents
are true and correct in all material respects (or in all respects if such representation or warranty is qualified by Material Adverse
Effect or other materiality qualifier) with the same effect as though made on and as of the date hereof, except to the extent that
any such representation or warranty specifically refers to an earlier date, in which case such representation or warranty is true
and correct in all material respects (or in all respects if such representation or warranty is qualified by Material Adverse Effect
or other materiality qualifier) as of such earlier date.


 


Section
6.         
Reference to and Effect on the Existing Credit Agreement.


 


(a)               
From the Amendment No. 4 Effective Date (i) this Amendment and the Existing Credit Agreement shall be construed as a single
instrument and (ii) each reference in the Existing Credit Agreement to “the Credit Agreement”, “this Agreement”,
 “hereunder”, “hereof” or words of like import, and each reference in each of the other Loan Documents to
 “the Credit Agreement”, “thereunder”, “thereof” or words of like import, shall mean and be
a reference to the Credit Agreement as amended hereby.


 


(b)               
Except as expressly set forth in this Amendment, all of the terms and provisions of the Existing Credit Agreement, each
other Loan Document, and all other instruments and agreements executed in connection therewith are and
shall remain in full force and effect and are hereby reaffirmed, ratified and confirmed, and the Borrowers shall continue to be
bound by all of such terms and provisions.


 






    9


     


    

 


(c)               
Except with respect to the subject matter hereof, the execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision
of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.


 


(d)               
This Amendment is a Loan Document under (and as defined in) the Credit Agreement.


 


Section
7.         
Miscellaneous.


 


(a)               
Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
SECTION 10.11 AND 10.15 OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT AND SHALL APPLY HERETO.


 


(b)               
Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and
are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.


 


(c)               
Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original
but all of which when taken together shall constitute but one contract, and shall become effective as provided in Section 10.03
of the Credit Agreement. Delivery of an executed counterpart of a signature page of this Amendment by facsimile, PDF or any other
electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed
counterpart of this Amendment. The words “execution,” “execute,” “signature” and words of like
import in this Agreement shall be deemed to include electronic signatures, which shall be of the same legal effect, validity or
enforceability as a manually executed signature, to the extent and as provided for in any applicable law, including the Federal
Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other
similar state laws based on the Uniform Electronic Transactions Act.


 


[Signature
Pages Follow]


 






    10


     


    

  



 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first
above written.


 


 


	 	HOWMET AEROSPACE INC.
	 
	 	By:	 /s/ Peter Hong
	 	 	Name:	Peter Hong
	 	 	Title:	Vice President and Treasurer




 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    

 


	 	CITIBANK, N.A.,
	 	individually as a Lender, as an Issuer and as Administrative Agent
	 
	 	By:	/s/ Michael Vondriska
	 	 	Name:	Michael Vondriska
	 	 	Title:	Vice President




 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    

 


	 	JPMorgan Chase Bank,
    N.A., as a Lender and as an Issuer
	 
	 	By:	/s/ James Shender
	 	 	Name:	James Shender
	 	 	Title:	Executive Director




 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    

 


	 	ABN Amro capital
    usa llc, as a Lender
	 
	 	By:	 /s/ Jamie Matos
	 	 	Name:	Jamie Matos
	 	 	Title:	Director
	 
	 
	 	ABN Amro capital
    usa llc, as a Lender
	 
	 	By:	 /s/ Amit Wynalda
	 	 	Name:	Amit Wynalda
	 	 	Title:	Executive Director




 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    

 


	 	Bank of montreal,
    as a Lender
	 
	 	By:	 /s/ Joshua Hovermale
	 	 	Name:	Joshua Hovermale
	 	 	Title:	Director




 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    

 


	 	BNP paribas,
    as a Lender
	 
	 	By:	 /s/ Nicolas Anberree
	 	 	Name:	Nicolas Anberree
	 	 	Title:	Director
	 
	 
	 	BNP paribas,
    as a Lender
	 
	 	By:	 /s/ Claudia Zarate
	 	 	Name:	 Claudia Zarate
	 	 	Title:	Managing Director




 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    

 


	 	CREdit suisse ag,
    cayman islands branch, as a Lender
	 
	 	By:	 /s/ Judith Smith
	 	 	Name:	Judith Smith
	 	 	Title:	Authorized Signatory
	 
	 
	 	By:	/s/ Michael Dieffenbacher
	 	 	Name:	Michael Dieffenbacher
	 	 	Title:	Authorized Signatory




 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    

 


	 	fifth third bank,
    national association, as a Lender
	 
	 	By:	 /s/ Michael S. Barnett
	 	 	Name:	 Michael S. Barnett
	 	 	Title:	Senior Vice President




 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    

 


	 	GOLDMAN SACHS BANK USA, as a Lender
	 
	 	By:	/s/ Jamie Minieri
	 	 	Name:	 Jamie Minieri
	 	 	Title:	Authorized Signatory




 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    

 


	 	Intesa Sanpaolo S.p.A.
    - New York Branch, as a Lender
	 
	 	By:	/s/ Alessandro Toigo
	 	 	Name:	Alessandro Toigo
	 	 	Title:	 Head of Corporate Desk
	 
	 
	 	By:	/s/ William Denton
	 	 	Name:	William Denton
	 	 	Title:	Global Relationship Manager




 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    

 


	 	Mizuho Bank, Ltd.,
    as a Lender
	 
	 	By:	 /s/ Donna DeMagistris
	 	 	Name:	Donna DeMagistris
	 	 	Title:	 Executive Director




 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    

 


	 	Morgan Stanley Bank,
    N.A., as a Lender
	 
	 	By:	 /s/ Jacob Dowden
	 	 	Name:	Jacob Dowden
	 	 	Title:	Authorized Signatory




 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    

 


	 	MUFG Bank, Ltd.,
    as a Lender
	 
	 	By:	 /s/ Liwei Liu
	 	 	Name:	 Liwei Liu
	 	 	Title:	Vice President




 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    

 


	 	PNC Bank, National
    Association, as a Lender
	 
	 	By:	 /s/ Joseph McElhinny
	 	 	Name:	Joseph McElhinny
	 	 	Title:	Vice President




 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    

 


	 	Sumitomo Mitsui Banking
    Corporation, as a Lender
	 
	 	By:	/s/ Jun Ashley
	 	 	Name:	Jun Ashley
	 	 	Title:	Director




 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    

 


	 	TD Bank, N.A.,
    as a Lender
	 
	 	By:	/s/ Maciej Niedzwiecki
	 	 	Name:	 Maciej Niedzwiecki
	 	 	Title:	Senior Vice President




 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    

 


	 	Truist Bank,
    as a Lender
	 
	 	By:	/s/ Matthew J. Davis
	 	 	Name:	Matthew J. Davis
	 	 	Title:	Senior Vice President




 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    

 


 



 





	 	U.S. Bank National
Association, as a Lender
	 	 
	 	By:	/s/ Patrick McGraw
	 	 	Name:	Patrick McGraw
	 	 	Title:	Senior Vice President



 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    

 





	 	Citizens Bank,
N.A., as a Lender
	 	 
	 	By:	/s/ Eric J. Grasso
	 	 	Name:	Eric J. Grasso
	 	 	Title:	Vice President



 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    







 





	 	ING Bank N.V.,
Dublin Branch, as a Lender
	 	 
	 	By:	/s/ Sean Hassett
	 	 	Name:	Sean Hassett
	 	 	Title:	Director



 





	 	By:	/s/ Cormac Langford
	 	 	Name:	Cormac Langford
	 	 	Title:	Director



 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    

 





	 	The Bank of
Nova Scotia, as a Lender
	 	 
	 	By:	/s/ Kevin McCarthy
	 	 	Name:	Kevin McCarthy
	 	 	Title:	Director



 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    







 


	 	The Huntington
National Bank, as a Lender
	 	 
	 	By:	/s/ Marcel Fournier
	 	 	Name:	Marcel Fournier
	 	 	Title:	Vice President









 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    







 





	 	Banco Bradesco
S.A., New York Branch, as a Lender
	 	 
	 	By:	/s/ Fabiana G. Paes de Barros
	 	 	Name:	Fabiana G. Paes de Barros
	 	 	Title:	Manager



 





	 	By:	/s/ Sonia Bettancourt
	 	 	Name:	Sonia Bettancourt
	 	 	Title:	Coordinator



 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    







 





	 	M&T Bank,
as a Lender
	 	 
	 	By:	/s/ Shafiul Alam
	 	 	Name:	Shafiul Alam
	 	 	Title:	Vice President



 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    







 





	 	Nomura Corporate
Funding Americas, LLC, as a Lender
	 	 
	 	By:	/s/ Andrew Keith
	 	 	Name:	Andrew Keith
	 	 	Title:	Executive Director



 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    










 





	 	Riyad Bank,
Houston Agency, as a Lender
	 	 
	 	By:	/s/ Michael Meiss
	 	 	Name:	Michael Meiss
	 	 	Title:	General Manager



 





	 	By:	/s/ Roxanne Crawford
	 	 	Name:	Roxanne Crawford
	 	 	Title:	Vice President, Administrative Officer



 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    







 





	 	Standard Chartered
Bank, as a Lender
	 	 
	 	By:	/s/ James Beck
	 	 	Name:	James Beck
	 	 	Title:	Associate Director



 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    







 


	 	The Bank of
New York Mellon, as a Lender
	 	 
	 	By:	/s/ William M. Feathers
	 	 	Name:	William M. Feathers
	 	 	Title:	Director









 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    

 








	 	Westpac Banking
Corporation, as a Lender
	 	 
	 	By:	/s/ Stuart Brown
	 	 	Name:	Stuart Brown
	 	 	Title:	Tier Two Attorney



 


[Signature
Page to Amendment No. 4 to Credit Agreement]


 






    


     


    







 


EXHIBIT A


 


[Amendments to Schedules to Credit Agreement]


 






    


     


    







 


SCHEDULE 2.01(a)


TO CREDIT AGREEMENT


 


LENDERS AND COMMITMENTS


 


	Lender	Commitment
	Citibank N.A.	$56,666,666.68
	JPMorgan Chase Bank, N.A.	$56,666,666.68
	ABN Amro Capital USA LLC	$43,333,333.33
	Bank of Montreal	$43,333,333.33
	BNP Paribas	$43,333,333.33
	Credit Suisse AG, Cayman Islands Branch	$43,333,333.33
	Fifth Third Bank, National Association	$43,333,333.33
	Goldman Sachs Bank USA	$43,333,333.33
	Intesa Sanpaolo S.p.A.- New York Branch	$43,333,333.33
	Mizuho Bank, Ltd.	$43,333,333.33
	Morgan Stanley Bank, N.A.	$43,333,333.33
	MUFG Bank, Ltd.	$43,333,333.33
	PNC Bank, National Association	$43,333,333.33
	Sumitomo Mitsui Banking Corporation	$43,333,333.33
	TD Bank, N.A.	$43,333,333.33
	Truist Bank	$43,333,333.33
	U.S. Bank National Association	$43,333,333.33
	Citizens Bank, N.A.	$30,000,000.00
	ING Bank N.V., Dublin Branch	$30,000,000.00
	The Bank of Nova Scotia	$30,000,000.00
	The Huntington National Bank	$30,000,000.00
	Banco Bradesco S.A., New York Branch	$16,666,666.67
	M&T Bank	$16,666,666.67
	Nomura Corporate Funding Americas, LLC	$16,666,666.67
	Riyad Bank, Houston Agency	$16,666,666.67
	Standard Chartered Bank	$16,666,666.67
	The Bank of New York Mellon	$16,666,666.67
	Westpac Banking Corporation	$16,666,666.67
	Total	$1,000,000,000



 






    


     


    

 







SCHEDULE 2.01(b)


TO CREDIT AGREEMENT


 


ISSUERS AND L/C COMMITMENTS


 


	Issuing Bank	Commitment
	Citibank, N.A.	$200,000,000
	JPMorgan Chase Bank, N.A.	$200,000,000