EX-10.1




 Exhibit 10.1 

AMENDMENT No. 1, dated as of November 6, 2018 (this “Amendment”), to the Credit Agreement
dated as of July 27, 2016, among ADIENT GLOBAL HOLDINGS LTD, a public company organized under the Companies (Jersey) Law 1991 with registered number 121385 having its registered office at 3rd
floor, 37 Esplanades, St Helier, Jersey, JE2 3QA, as Initial Borrower, the Subsidiary Borrower party thereto, the several banks and other financial institutions or entities from time to time party to the Credit Agreement (the
“Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”) and Collateral Agent and the various other parties thereto (as amended, restated, modified and supplemented from time to
time prior to the date hereof, the “Credit Agreement”, and the Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement. 
 WHEREAS, Section 9.08 of the Credit Agreement provides that the Borrower,
the Administrative Agent and the Required Lenders may amend the Credit Agreement for certain purposes; 
 WHEREAS, the Borrower wishes to
amend the Credit Agreement on the terms set forth herein; 
 WHEREAS, the Administrative Agent, the Borrower and the Required Lenders have
agreed, subject to the terms and conditions set forth herein, to make certain amendments to the Credit Agreement as set forth below; 
 NOW,
THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

 Section 1. Amendments. 

(a) The Credit Agreement is, effective as of the Amendment Effective Date (as defined below), hereby amended as follows: 

(i) The table in the schedule to the Credit Agreement identified as the “Pricing Schedule” is hereby deleted in its
entirety and replaced with the following: 

  
 -1- 













									
	 Level
	  	 Total Net Leverage Ratio
	  	Applicable
Margin for
Eurocurrency
Loans	 	Applicable
Margin for
ABR Loans	 	Applicable
Commitment
Fee
	 I
	  	Less than 1.00 to 1.00	  	1.25%	 	0.25%	 	0.15%
	 II
	  	Greater than or equal to 1.00 to 1.00 but less than 1.50 to 1.00	  	1.50%	 	0.50%	 	0.20%
	 III
	  	Greater than or equal to 1.50 to 1.00 but less than 2.50 to 1.00	  	1.75%	 	0.75%	 	0.25%
	 IV
	  	Greater than or equal to 2.50 to 1.00 but less than 3.25 to 1.00	  	2.00%	 	1.00%	 	0.30%
	 V
	  	Greater than or equal to 3.25 to 1.00 but less than 3.75 to 1.00	  	2.25%	 	1.25%	 	0.35%
	 VI
	  	Greater than or equal to 3.75 to 1.00	  	2.50%	 	1.50%	 	0.40%

 (b) Section 6.12 of the Credit Agreement is deleted in its entirety and replaced with the below: 

Financial Covenant. Permit the Total Net Leverage Ratio as of the last day of each fiscal quarter of Parent ending (i) on or prior
to June 30, 2018, to exceed 3.50 to 1.00, (ii) after June 30, 2018 and on or prior to September 30, 2020, to exceed 4.50 to 1.00, (iii) on December 31, 2020, to exceed 4.25 to 1.00 and (iv) after December 31, 2020 to
exceed 4.00 to 1.00. 
 Section 2. Representations and Warranties, No Default. The Borrower hereby represents and
warrants that as of the Amendment Effective Date, after giving effect to the amendments set forth in this Amendment, (i) no Event of Default or Default has occurred under the Credit Agreement and is continuing and (ii) the representations
and warranties of the Borrower and each Loan Party contained in Article III of the Amended Credit Agreement or any other Loan Document are true and correct in all material respects as of the Amendment Effective Date; provided, that to the
extent that such representations and warranties specifically relate to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is
qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. 

Section 3. Effectiveness. Section 1 of this Amendment shall become effective on the date (such date, if any, the
“Amendment Effective Date”) that the following conditions have been satisfied: 
 (i) Consents. The
Administrative Agent shall have received executed signature pages hereto from Lenders constituting the Required Lenders immediately prior to giving effect to this Amendment; 

(ii) Fees. The Administrative Agent shall have received from the Borrower (i) all fees required to be paid to the
Administrative Agent as separately agreed with the Borrower, (ii) all expenses required to be paid or reimbursed under Section 9.05(a) of the Credit Agreement for which invoices have been presented at least three (3) Business












 
Days prior to the Amendment Effective Date and (iii) a consent fee for the account of each Lender that has provided an executed counterpart hereto prior to October 26, 2018 equal to
0.10% of the principal amount of such Lender’s Revolving Facility Commitments and Term A Loans outstanding on the Amendment Effective Date; and 

(iii) Officer’s Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of
the Borrower dated the Amendment Effective Date certifying that (a) the representations and warranties of the Borrower and each Loan Party contained in Article III of the Amended Credit Agreement or any other Loan Document are true and correct
in all material respects as of the Amendment Effective Date; provided, that to the extent that such representations and warranties specifically relate to an earlier date, they shall be true and correct in all material respects as of such
earlier date; provided, further, that any representations and warranties that are qualified as to “materiality,” “Material Adverse Effect” or similar language are true and correct (after giving effect to any
qualification therein) in all respects on such respective dates and (b) no Event of Default or Default has occurred and is continuing. 

Section 4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on
separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this
Amendment by facsimile or any other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. 

Section 5. Applicable Law; Waiver of Jury Trial; Jurisdiction; Consent to Service of Process. The provisions set forth in
Sections 9.07, 9.11 and 9.15 of the Credit Agreement are hereby incorporated mutatis mutandis with all references to the “Agreement” therein being deemed references to this Amendment. 

Section 6. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise
affect the meaning hereof. 
 Section 7. Effect of Amendment. Except as expressly set forth herein, (i) this
Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or any other Agent, in each case under the Credit Agreement or any other Loan
Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan
Document. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from and after the Amendment Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to
“this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment. The Borrower
hereby consents to this Amendment and confirms that all obligations of the Borrower under the Loan Documents to which it is a party shall continue to apply to the Credit Agreement as amended hereby. Each Loan Party hereby (i) acknowledges all
of the terms and conditions of this Amendment and confirms that all of its obligations under the 











 
Loan Documents to which it is a party shall continue to apply to the Credit Agreement as amended hereby, (ii) reaffirms, as of the date hereof, its guarantee of the Obligations under the
Subsidiary Guarantee Agreement, and its grant of Liens on the Collateral to secure the Obligations pursuant to the Security Documents to which it is a party. 

[Signature pages follow] 











 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. 
  

					
	ADIENT GLOBAL HOLDINGS, LTD
		
	By:	 	 /s/ Steven T. Mielke

		 	Name:	 	Steven T. Mielke
		 	Title:	 	Authorized Representative
	
	ADIENT US LLC
		
	By:	 	 /s/ Steven T. Mielke

		 	Name:	 	Steven T. Mielke
		 	Title:	 	Authorized Person



  
 [Signature Page to Adient
Amendment] 












 
					
	ADIENT PLC
		
	By:	 	 /s/ Steven T. Mielke

		 	Name:	 	Steven T. Mielke
		 	Title:	 	Vice President and Treasurer
	
	ADIENT HOLDING IRELAND LIMITED
		
	By:	 	 /s/ Steven T. Mielke

		 	Name:	 	Steven T. Mielke
		 	Title:	 	Authorized Officer



  
 [Signature Page to Adient
Amendment] 












 
					
	ADIENT GLOBAL HOLDINGS S.À R.L.
		
	By:	 	 /s/ Cathleen A. Ebacher

		 	Name:	 	Cathleen A. Ebacher
		 	Title:	 	Duly Authorized Manager
	
	 ADIENT GLOBAL HOLDINGS LUXEMBOURG S.À R.L.

		
	By:	 	 /s/ Cathleen A. Ebacher

		 	Name:	 	Cathleen A. Ebacher
		 	Title:	 	Duly Authorized Manager



  
 [Signature Page to Adient
Amendment] 












 
					
	ADIENT UK PENSION SCHEME TRUSTEE LIMITED
		
	By:	 	 /s/ Andrew Lomas

		 	Name:	 	Andrew Lomas
		 	Title:	 	Director



  
 [Signature Page to Adient
Amendment] 












 
					
	 MICHEL THIERRY UK LIMITED 
 ADIENT
PROPERTIES UK LTD 
 ADIENT HOLDING GERMANY LTD 
 ADIENT HOLDING
EUROPE LTD. 
 ADIENT HOLDING LTD 
 ADIENT HOLDING UK LTD 

ADIENT FINANCING LTD 
 ADIENT FINANCING INTERNATIONAL LTD

ADIENT UK FINANCING LTD 
 ADIENT UK FINANCING INTERNATIONAL LTD

 ADIENT SEATING UK LTD

	ADIENT UK GLOBAL FINANCING LTD
	ADIENT LTD
		
	By:	 	 /s/ Cathleen Ann Ebacher

		 	Name:	 	Cathleen Ann Ebacher
		 	Title:	 	Director



  
 [Signature Page to Adient
Amendment] 












 
					
	 RECARO NORTH AMERICA, INC. 
 ADIENT
ELDON, INC. 
 ADIENT CLANTON, INC. 
 ADIENT INC. 

ADIENT PROPERTIES LLC 
 ADIENT HOLDING MEXICO, LLC 

ADIENT HOLDING BRAZIL LLC 
 ADIENT HOLDING SLOVAKIA LLC 

ADIENT HOLDING TURKEY LLC 
 ADIENT HOLDING SOUTH AFRICA LLC

ADIENT SYSTEMS ENGINEERING, LLC
 ADIENT HOLDING INTERNATIONAL
IRELAND LLC 
 ADIENT HOLDING IRELAND LLC 
 FUTURIS GLOBAL
HOLDINGS, LLC
 FUTURIS AUTOMOTIVE (NA) HOLDINGS INC.

FUTURIS AUTOMOTIVE (NA) INTERMEDIATE HOLDINGS INC. 

FUTURIS AUTOMOTIVE (US) INC. 
 FUTURIS AUTOMOTIVE (DE) LLC 

FUTURIS AUTOMOTIVE (CA) LLC 
 CNI HOLDINGS, LLC 

CNI-OWOSSO, LLC 
 CNI-DULUTH, LLC 
 CNI PLASTICS, LLC

	 UNIVERSAL TRIM, INC. 
 CNI
ENTERPRISES, INC.

	NICA, INC., each as a Loan Party
		
	By:	 	 /s/ Steven T. Mielke

		 	Name:	 	Steven T. Mielke
		 	Title:	 	Authorized Signatory



  
 [Signature Page to Adient
Amendment] 












 
			
	 JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and a Lender

		
	By:	 	 /s/ Robert Kellas

		 	Name: Robert Kellas
		 	Title:   Executive Director



  
 [Signature Page to Adient
Amendment] 












 
					
	 JPMORGAN CHASE BANK, N.A.,
 as
Collateral Agent

		
	By:	 	 /s/ Robert Kellas

		 	Name:	 	Robert Kellas
		 	Title:	 	Executive Director


  

  
 [Signature Page to Adient
Amendment] 












 
					
	Associated Bank, N.A., as a Lender
		
	By:	 	 /s/ Dan Holzhauer

		 	Name:	 	Dan Holzhauer
		 	Title:	 	SVP



  
 [Signature Page to
Amendment] 












 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. 
  

					
	 BANK OF AMERICA, N.A.
 as a
Lender

		
	By:	 	 /s/ Brian Lukehart

		 	Name:	 	Brian Lukehart
		 	Title:	 	Director



  
 [Signature Page to Adient
Amendment] 












 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. 
  

			
	 Bank of China, Chicago Branch
 as a
Lender

		
	By:	 	 /s/ Chengxiang Li

		 	Name: Chengxiang Li
		 	Title:   SVP & Deputy Branch Manager



  
 [Signature Page to Adient
Amendment] 












 
			
	BARCLAYS BANK PLC, as a Lender
		
	By:	 	 /s/ Craig Malloy

		 	Name: Craig Malloy
		 	Title:   Director



  
 [Signature Page to
Amendment] 












 
			
	 BRANCH BANKING AND TRUST COMPANY,

as a Lender

		
	By:	 	 /s/ Kurt W. Anstaett

		 	Name: Kurt W. Anstaett
		 	Title:   Senior Vice President


  

  
 [Signature Page to
Amendment] 












 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. 
  

			
	 BANCO BILBAO VIZCAYA ARGENTARIA,

S.A. NEW YORK BRANCH, as a Lender

		
	By:	 	 /s/ Cara Younger

		 	Name: Cara Younger
		 	Title:   Director
		
	By:	 	 /s/ Miriam Trautmann

		 	Name: Miriam Trautmann
		 	Title:   Senior Vice President



  
 [Signature Page to Adient
Amendment] 












 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. 
  

			
	 BMO Harris Bank, N.A.
 as a
Lender

		
	By:	 	 /s/ Andrew Berryman

		 	Name: Andrew Berryman
		 	Title:   Vice-President



  
 [Signature Page to Adient
Amendment] 












 
			
	 Credit Industriel et Commercial, New York Branch

as a Lender

		
	By:	 	 /s/ Eugene Kenny

		 	Name: Eugene Kenny
		 	Title:   Vice President
		
	By:	 	 /s/ Edwige Sucher

		 	Name: Edwige Sucher
		 	Title:   Vice President


  

  
 [Signature Page to Adient
Amendment] 












 
			
	CITIBANK, N.A., as a Lender
		
	By:	 	 /s/ Jyothi Narayanan

		 	Name: Jyothi Narayanan
		 	Title:   Vice President



  
 [Signature Page to
Amendment] 












 
			
	 COMMERZBANK AG; New York Branch,
 as
a Lender

		
	By:	 	 /s/ John W. Deegan

		 	Name: John W. Deegan
		 	Title:   Director
		
	By:	 	 /s/ Anne Culver

		 	Name: Anne Culver
		 	Title:   Vice President



  
 [Signature Page to
Amendment] 












 
			
	 Credit Agricole Corporate and Investment Bank,

as a Lender

		
	By:	 	 /s/ Jill Wong

		 	Name: Jill Wong
		 	Title:   Director
		
	By:	 	 /s/ Gordon Yip

		 	Name: Gordon Yip
		 	Title:   Director


  

  
 [Signature Page to
Amendment] 












 
			
	DBS BANK LTD., as a Lender
		
	By:	 	 /s/ Yeo How Ngee

		 	Name: Yeo How Ngee
		 	Title:   Managing Director



  
 [Signature Page to Adient
Amendment] 












 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. 
  

			
	Eastern Bank, as a Lender
		
	By:	 	 /s/ Daniel C. Field

		 	Name: Daniel C. Field
		 	Title:   Senior Vice President



  
 [Signature Page to Adient
Amendment] 












 
			
	First National Bank of Omaha, as a Lender
		
	By:	 	 /s/ Nathan Johns

		 	Name: Nathan Johns
		 	Title:   Vice President



  
 [Signature Page to Adient
Amendment] 












 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. 
  

			
	 FIRST TENNESSEE BANK NATIONAL

ASSOCIATION
 as a Lender

		
	By:	 	 /s/ Elizabeth B Melby

		 	Name: Elizabeth B Melby
		 	Title:   Senior Vice President


  

  
 [Signature Page to Adient
Amendment] 












 
			
	GOLDMAN SACHS BANK USA as a Lender
		
	By:	 	 /s/ Mahesh Mohan

		 	Name: Mahesh Mohan
		 	Title:   Authorised Signatory


  

  
 [Signature Page to
Amendment] 












 
			
	 THE HUNTINGTON NATIONAL BANK,
as Lender

		
	By:	 	 /s/ Mark Zobel

		 	Name: Mark Zobel
		 	Title:   Vice President


  

  
 [Signature Page to Adient
Amendment] 












 
			
	INDUSTRIAL AND COMMERCIAL BANK
	 OF CHINA LIMITED, NEW YORK BRANCH,

as a Lender

		
	By:	 	 /s/ Kan Chen

		 	Name: Kan Chen
		 	Title:   Vice President
		
	By:	 	 /s/ Gang Duan

		 	Name: Gang Duan
		 	Title:   Executive Director



  
 [Signature Page to
Amendment] 












 
			
	ING Bank N.V., Dublin Branch, as a Bank
		
	By:	 	 /s/ Barry Fehily

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

	Name:	 	Sean Hassett
	Title:	 	Director













 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. 
  

			
	 Intesa Sanpaolo S.p.A. – New York Branch

as Lender

		
	By:	 	 /s/ Francesco Calcara

		 	Name: Francesco Calcara
		 	Title:   VP & Senior Relationship Manager
	
	If a second signature is necessary:
		
	By:	 	 /s/ Francesco Di Mario

		 	Name: Francesco Di Mario
		 	Title:   FVP & Head of Credit



  
 [Signature Page to Adient
Amendment] 












 
			
	MUFG Bank, Ltd., formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd., as a Lender
		
	By:	 	 /s/ Eric Hill

		 	Name: Eric Hill
		 	Title:   Authorized Signatory



  
 [Signature Page to Adient
Amendment] 












 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. 
  

			
	PNC BANK, NATIONAL ASSOCIATION, as a
	Lender	 	
		
	By:	 	 /s/ Matthew A. Schmaling

		 	Name: Matthew A. Schmaling
		 	Title:   Managing Director



  
 [Signature Page to Adient
Amendment] 












 
			
	Sumitomo Mitsui Banking Corporation, as a
	Lender	 	
		
	By:	 	 /s/ James D. Weinstein

		 	Name: James D. Weinstein
		 	Title:   Managing Director



  
 [Signature Page to
Amendment] 












 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. 
  

					
	 Standard Chartered Bank
 as a
Lender

		
	By:	 	 /s/ Daniel Mattern

		 	Name:	 	Daniel Mattern
		 	Title:	 	Associate Director
		 		 	Standard Chartered Bank



  
 [Signature Page to Adient
Amendment] 












 
					
	State Bank of India, New York, as a Lender
		
	By:	 	 /s/ Niraj Kumar Panda

		 	Name:	 	Niraj Kumar Panda
		 	Title:	 	Vice President and Head – CMC


 [Signature Page to Amendment – Adient- Amendment No. 1] 











 
					
	 The Toronto Dominion Bank, New York Branch,

as a Lender

		
	By:	 	 /s/ Annie Dorval

		 	Name:	 	Annie Dorval
		 	Title:	 	Authorized Signatory













 
					
	UBS, AG Stamford Branch, as a Lender
		
	By:	 	 /s/ Darlene Arias

		 	Name:	 	Darlene Arias
		 	Title:	 	Director
		
	By:	 	 /s/ Kenneth Chin

		 	Name:	 	Kenneth Chin
		 	Title:	 	Director
		 		 	Banking Products Services, US



  
 [Signature Page to
Amendment] 












 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. 
  

					
	 Uni Credit Bank AG, New York Branch

as a Lender

		
	By:	 	 /s/ Ken Hamilton

		 	Name:	 	Ken Hamilton
		 	Title:	 	Managing Director
	
	If a second signature is necessary:
		
	By:	 	 /s/ Tommaso Maiocchi

		 	Name:	 	Tommaso Maiocchi
		 	Title:	 	Associate Director



  
 [Signature Page to Adient
Amendment] 












 
					
	 U.S. Bank National Association,
 as
a Lender

		
	By:	 	 /s/ Brett M. Justman

		 	Name:	 	Brett M. Justman
		 	Title:	 	Vice President



  
 [Signature Page to
Amendment] 












 
					
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender

		
	By:	 	 /s/ Matt J. Perrizo

		 	Name:	 	Matt J. Perrizo
		 	Title:	 	Director



  
 [Signature Page to
Amendment]