Entry into a Material Definitive


Second Amendment to Credit Agreement


On March 22, 2022, Garrett Motion Inc. (the “


entered into an Amendment No. 2 (the “

Second Amendment

”) to that certain Credit Agreement, dated as of April 30, 2021,
by and among the Company, Garrett LX I S.à r.l., Garrett Motion Holdings Inc., Garrett Motion Sàrl (the “


”), the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended by
the First Amendment, dated as of January 11, 2022, the “

Credit Agreement

”, and as amended by the Second Amendment,
the “

Amended Credit Agreement



The Second Amendment increases the amount of revolving loan commitments
available to the Swiss Borrower under the Credit Agreement by $50,500,000 (the “

Incremental Revolving Commitment

to an aggregate amount of $474,750,000. The Incremental Revolving Commitment has the same terms and is generally subject to the same
conditions applicable to the existing revolving facility under the Credit Agreement, except for fees paid in connection with the arrangement
of the increased amount.


Additionally, the Second Amendment removes the requirement that restricted payments made in cash for the benefit
of holders of the Company’s Series A cumulative convertible preferred stock on or before December 31, 2022 be made on a ratable basis
to the holders of the Company’s common stock, and makes additional clarifying amendments to certain restricted payment covenants.


The above description of the terms of the Second Amendment and the Amended
Credit Agreement is qualified in its entirety by reference to the full text of the Amended Credit Agreement, a copy of which will be filed
as an exhibit to the Company’s quarterly report on Form 10-Q for the fiscal quarter ending March 31, 2022.


Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.


The information in Item 1.01 is incorporated
by reference into this Item 2.03.










Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Garrett Motion Inc.






Date: March 22, 2022


/s/ Sean Deason




Sean Deason




Senior Vice President and Chief Financial Officer









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