Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 31, 2024

ADIENT PLC

(Exact name of registrant as specified in its charter)


Ireland	001-37757	98-1328821
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)


3 Dublin Landings, North Wall Quay Dublin 1, Ireland D01 H104
(Address of principal executive offices)

Registrant’s telephone number, including area code: 734-254-5000

Not applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of class

Trading symbol(s)

Name of exchange on which registered

Ordinary Shares, par value $0.001

ADNT

New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 1.01.			Entry into a Material Definitive Agreement.

On January 31, 2024 (the “Amendment Effective Date”), Adient US LLC, a Michigan limited liability company (the “Lead Borrower”), Adient Global Holdings S.à.r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg (together with the Lead Borrower, collectively, the “Borrowers” and each, a “Borrower”), Adient plc (“Parent”) and certain of Parent’s other subsidiaries entered into an amendment (the “Amendment”) of the Term Loan Credit Agreement, dated as of May 6, 2019 (as amended prior to the Amendment Effective Date, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”), among the Borrowers, each of the lenders identified therein and Bank of America, N.A., as administrative agent and collateral agent (the “Agent”).

The Amendment, among other changes, (i) extends the maturity date for loans outstanding under the Credit Agreement to January 31, 2031 and (ii) reduces the interest rate margin applicable thereunder to 2.75%, in the case of Term SOFR loans, and 1.75%, in the case of Base Rate loans. The total loans outstanding under the Credit Agreement as of the Amendment Effective Date of $635,000,000 remained unchanged. The obligations under the Credit Agreement continue to be guaranteed on a secured basis by Parent and certain of its material wholly-owned restricted subsidiaries on substantially the same terms and subject to the same exceptions as the Existing Credit Agreement.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.


Item 2.03			Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 is incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


EXHIBIT INDEX
Exhibit No.						Exhibit Description
10.1						Amendment No. 3 dated January 31, 2024 to the Term Loan Credit Agreement dated as of May 6, 2019, among the Borrowers, the lenders party hereto, and the Agent.
104						Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).

SIGNATURE

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


	ADIENT PLC
Date: February 1, 2024	By:	/s/ Heather M. Tiltmann
	Name:	Heather M. Tiltmann
	Title:	Executive Vice President, Chief Legal and Human Resources Officer, and Corporate Secretary

Exhibit 10.1

AMENDMENT NO. 3

AMENDMENT NO. 3, dated as of January 31, 2024 (this “Amendment”), to the Term Loan Credit Agreement, dated as of May 6, 2019 (as amended by that certain Amendment No. 1, dated as of April 8, 2021, that certain Amendment Agreement, dated as of March 13, 2023, that certain Amendment No. 2, dated as of April 24, 2023, and as further amended, restated, supplemented or modified from time to time prior to the date hereof, the “Credit Agreement”), among ADIENT US LLC, a Michigan limited liability company (the “Lead Borrower”), ADIENT GLOBAL HOLDINGS S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg (together with the Lead Borrower, collectively, the “Borrowers” and each, a “Borrower”), each Lender from time to time party thereto, the other parties party thereto and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent (in such capacities, the “Agent”), by and among the Borrowers, Adient plc (“Parent”), the other Loan Parties party hereto, the Agent, the Additional Term B-2 Lender (as defined in Exhibit A hereto) party hereto, the Continuing Term B-2 Lenders (as defined in Exhibit A hereto) party hereto, and the other entities party hereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Amended Credit Agreement (as defined herein).

WHEREAS, Section 2.23 of the Credit Agreement permits amendments of the Credit Agreement with the consent of the Borrowers and the Lenders providing any portion of the relevant Refinancing Term Loans to document the refinancing of all outstanding Term Loans of any Class with Refinancing Term Loans;

WHEREAS, pursuant to Section 2.23 of the Credit Agreement, the Borrowers desire to create a new Class of Refinancing Term Loans (the “Term B-2 Loans”) under the Credit Agreement in an aggregate principal amount equal to $635,000,000 and otherwise having identical terms with, and having the same rights and obligations under the Loan Documents as, the Term B-1 Loans outstanding under the Credit Agreement immediately prior to the Amendment No. 3 Effective Date (as defined herein) (the “Existing Term Loans” and the Lenders of such Existing Term Loans, collectively, the “Existing Term Lenders” and such replacement and refinancing being hereinafter referred to as the “2024 Repricing Transaction”), as set forth in the Credit Agreement and the Loan Documents, except as such terms are amended hereby, the proceeds of which shall be used by the Borrowers, together with cash on hand, to refinance the Existing Term Loans in full;

WHEREAS, each Existing Term Lender that executes and delivers a Lender Addendum (Continuing Term B-2 Lenders) attached hereto (a “Lender Addendum (Continuing Term B-2 Lenders)”) and in connection therewith agrees to continue all of its Existing Term Loans as Term B-2 Loans (such continued Term Loans, the “Continued Term B-2 Loans”) by selecting the “Cashless Settlement Option” as set forth in the Lender Addendum (Continuing Term B-2 Lenders) (each a “Continuing Term B-2 Lender (Cashless Settlement)”) will thereby agree to continue all of such Continuing Term B-2 Lender’s Existing Term Loans outstanding on the Amendment No. 3 Effective Date as Term B-2 Loans in a principal amount equal to the aggregate principal amount of such Existing Term Loans so continued (or such lesser amount as notified to such Lender by the Amendment No. 3 Arrangers prior to the Amendment No. 3 Effective Date);

WHEREAS, each Existing Term Lender that executes and delivers a Lender Addendum (Continuing Term B-2 Lenders) and in connection therewith selects the “Post-Closing Settlement Option” as set forth in the Lender Addendum (Continuing Term B-2 Lenders) (each a “Continuing Term B-2 Lender (Post-Closing Settlement)” and, collectively with each Continuing Term B-2 Lender (Cashless Settlement), the “Continuing Term B-2 Lenders”) agrees to have its Existing Term Loans prepaid on the Amendment No. 3 Effective Date and to purchase (or cause an affiliate to purchase, as agreed by the Amendment No. 3 Arrangers) by post-closing assignment from the Additional Term B-2 Lender (as defined below) an equivalent principal amount of Continued Term B-2 Loans (or such lesser amount allocated to such Lender by the Amendment No. 3 Arrangers);

WHEREAS, subject to the preceding recitals, the person that executes and delivers a Lender Addendum (Additional Term B-2 Lender) attached hereto (a “Lender Addendum (Additional Term B-2 Lender)” and, together with a Lender Addendum (Continuing Term B-2 Lenders), a “Lender Addendum”)) and agrees in connection therewith to make Term B-2 Loans (the “Additional Term B-2 Lender” and, together with the Continuing Term B-2 Lenders, the “Term B-2 Lenders”) will thereby commit to make Term B-2 Loans to the Borrowers on the Amendment No. 3 Effective Date in an aggregate amount equal to (x) the Continued Term B-2 Loans of all Continuing Term B-2 Lenders (Post-Closing Settlement) and (y) the aggregate principal amount of Existing Term Loans that are not Continued Term B-2 Loans (collectively, the “Additional Term B-2 Loans”) in an aggregate principal amount set forth opposite its name under the heading “Additional Term B-2 Commitment” in Schedule I attached hereto. The aggregate principal amount of Additional Term B-2 Loans, together with the aggregate principal amount of Continuing Term B-2 Loans of all Continuing Term B-2 Lenders (Cashless

Settlement), shall not exceed the aggregate principal amount of Existing Term Loans outstanding under the Credit Agreement immediately prior to the 2024 Repricing Transaction;

WHEREAS, the proceeds of the Additional Term B-2 Loans will be used by the Borrowers to repay in full the outstanding principal amount of the Existing Term Loans that are not continued as Term B-2 Loans by Continuing Term B-2 Lenders;

WHEREAS, the Continuing Term B-2 Lenders are severally willing to continue their Existing Term Loans as Term B-2 Loans in the amount of their Continuing Term B-2 Commitment (as defined below) and the Additional Term B-2 Lender is willing to make Term B-2 Loans in the amount of its Additional Term B-2 Commitment, in each case on the Amendment No. 3 Effective Date, subject to the terms and conditions set forth in this Amendment;

WHEREAS, the Borrowers shall pay (or cause to be paid) to each Lender immediately prior to the effectiveness of this Amendment all accrued and unpaid interest on its Existing Term Loans to, but not including, the date of effectiveness of this Amendment;

WHEREAS, the Loan Parties and the Lenders party hereto wish to make certain other amendments to the Credit Agreement set forth herein pursuant to amendments authorized by Section 9.08 of the Credit Agreement;

NOW, THEREFORE, in consideration of the premises and covenants 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 to the Credit Agreement.

Effective as of the Amendment No. 3 Effective Date, the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto (to the extent necessary to permit any such amendments, such amendments are made with the consent of the Lenders after giving effect to the borrowing of the Term B-2 Loans) (the Credit Agreement as amended hereby, the “Amended Credit Agreement”).

Section 2. Term B-2 Loans.

(a) Continuation and Making of Term B-2 Loans. Subject to the terms and conditions set forth herein (i) each Continuing Term B-2 Lender agrees to continue all (or such lesser amount as notified to such Continuing Term B-2 Lender by the Amendment No. 3 Arrangers prior to the Amendment No. 3 Effective Date) of its Existing Term Loans as a Term B-2 Loan on the Amendment No. 3 Effective Date in a principal amount equal to such Continuing Term B-2 Lender’s Continuing Term B-2 Commitment (as defined below); and (ii) the Additional Term B-2 Lender agrees to make a Term B-2 Loan on the Amendment No. 3 Effective Date to the Borrowers in a principal amount equal to the Additional Term B-2 Lender’s Additional Term B-2 Commitment (as defined below). For purposes hereof, the Additional Term B-2 Lender shall become a party to the Credit Agreement as the Additional Term B-2 Lender as of the Amendment No. 3 Effective Date by executing and delivering to the Agent, on or prior to the Amendment No. 3 Effective Date, the Lender Addendum (Additional Term B-2 Lender) in its capacity as the Additional Term B-2 Lender. For the avoidance of doubt, the Existing Term Loans of a Continuing Term B-2 Lender must be continued in whole, and may not be continued in part, unless approved by the Agent and the Amendment No. 3 Arrangers.

(b) Funding of Additional Term B-2 Loans. The Additional Term B-2 Lender will make its Term B-2 Loan on the Amendment No. 3 Effective Date by making available to the Agent, in the manner contemplated by Section 2.23 of the Credit Agreement, an amount equal to its Additional Term B-2 Commitment. The “Term B-2 Commitment” shall mean (i) with respect to any Continuing Term B-2 Lender, the amount of its Existing Term Loans as set forth in the Register as of the Amendment No. 3 Effective Date (or such lesser amount as notified to such Lender by the Amendment No. 3 Arrangers prior to the Amendment No. 3 Effective Date), which shall be continued as an equivalent amount of Term B-2 Loans (the “Continuing Term B-2 Commitment”), and (ii) with respect to the Additional Term B-2 Lender, the aggregate principal amount set forth opposite its name under the heading “Additional Term B-2 Commitment” in Schedule I attached hereto (the “Additional Term B-2 Commitment”). The Additional Term B-2 Commitment and the Continuing Term B-2 Commitments are several, and no Lender will be responsible for any other such Lender’s failure to make or continue its Term B-2 Loan. The Term B-2 Loans may from time to time be Base Rate Loans or Term SOFR Loans, as determined by the Borrower Representative and notified to the Agent as contemplated by Section 2.03 of the Amended Credit Agreement. The

Existing Term Lenders whose Existing Term Loans are prepaid in connection with the making of the Term B-2 Loans (the “Exiting Lenders”) shall be entitled to the benefits of Section 2.16 of the Amended Credit Agreement with respect thereto. The Continuing Term B-2 Lenders hereby waive the benefits of Section 2.16 of the Amended Credit Agreement with respect thereto.

(c) Conditions to Obligations of Term B-2 Lenders. The obligation of the Continuing Term B-2 Lenders to continue their Existing Term Loans as Term B-2 Loans on the Amendment No. 3 Effective Date and the obligation of the Additional Term B-2 Lender to make Term B-2 Loans in the amount of its Additional Term B-2 Commitment on the Amendment No. 3 Effective Date are each subject to the satisfaction of the conditions set forth in Section 4 of this Amendment.

Section 3. Representations and Warranties.

Each Loan Party represents and warrants to the Agent and the Lenders that, as of the Amendment No. 3 Effective Date:

(a) this Amendment has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against such Loan Party in accordance with its terms, subject to (i) applicable pre-insolvency, bankruptcy, insolvency, concurso mercantil, reorganization, moratorium, fraudulent conveyance or other laws affecting creditors’ rights generally, (ii) general principles of equity, regardless of whether considered in a proceeding in equity or at law and (iii) implied covenants of good faith and fair dealing;

(b) immediately before and immediately after giving effect to this Amendment, the applicable representations and warranties of each Loan Party which are contained in (i) Article III of the Credit Agreement or (ii) any other Loan Document in effect on the Amendment No. 3 Effective Date, in each case, are true and correct in all material respects; provided, that, to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties were 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 is true and correct (after giving effect to any qualification therein) in all respects; and

(c) immediately before and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing or would result from the Amendment and related Credit Event or from the application of the proceeds therefrom.

Section 4. Conditions to Effectiveness.

This Amendment shall become effective on the date (such date, the “Amendment No. 3 Effective Date”) each of the following conditions shall have been satisfied (or waived):

(a) The Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies unless otherwise specified:

(1) (x) counterparts of this Amendment executed by each Borrower, each other Loan Party and the Agent and (y) an executed Lender Addendum by each Continuing Term B-2 Lender and the Additional Term B-2 Lender, representing aggregate Term B-2 Commitments equal to $635,000,000; and

(2) a Note executed by a Responsible Officer of each of the Borrowers in favor of each Lender requesting a Note at least three (3) Business Days prior to the Amendment No. 3 Effective Date, if any.

(b) The Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies unless otherwise specified:

(1) favorable written opinions of (i) Sullivan & Cromwell LLP, as special New York counsel for Parent, the Borrowers and the Guarantors and (ii) Kostopoulos Rodriguez, PLLC, as special Michigan counsel for the Loan Parties (including the Lead Borrower) organized under the laws of Michigan, in each case (A) dated the Amendment No. 3 Effective Date, (B) addressed to the Agent and the Lenders on the Amendment No. 3 Effective Date and (C) in form and substance reasonably satisfactory to the Agent covering customary matters relating to the Amendment and the other Loan Documents executed as of the Amendment No. 3 Effective Date;

(2) a certificate (or certificates) of the Secretary or Assistant Secretary, statutory director, management board members or similar or other authorized officer of each Loan Party (other than the English Loan Parties, the Jersey Loan Parties, the Swedish Loan Parties, the Belgian Loan Parties, the Irish Loan Parties, the Polish Loan Parties, the Spanish Loan Parties and the Mexican Loan Parties), dated the Amendment No. 3 Effective Date and certifying, to the extent applicable:

(i) that attached thereto is a true and complete copy of the certificate or articles of incorporation, any certificates of incorporation on change of name, certificates of incorporation on re-registration as a public limited company, certificate of limited partnership, certificate of formation or other equivalent constituent or constitutional and governing documents, including all amendments thereto, of such Loan Party certified as of a recent date by the applicable Secretary of State (or other similar official or Governmental Authority) of the jurisdiction of its organization or incorporation or by the Secretary or Assistant Secretary, statutory director, management board members or similar or other authorized officer of such Loan Party or by a notary public or other person duly authorized by the constituent or constitutional documents of such Loan Party. In relation to each Luxembourg Loan Party, the above shall include (i) an excerpt issued by the RCS dated no earlier than 1 Business Day prior to the Amendment No. 3 Effective Date and (ii) a certificate issued by the RCS dated no earlier than 1 Business Day prior to the Amendment No. 3 Effective Date stating that no judicial decision or administrative decision pursuant to which it would be subject to one of the judicial or administrative proceedings including, but not limited to, bankruptcy (faillite), reprieve from payment (sursis de paiement), judicial reorganization proceedings (procédure de réorganisation judiciaire) or debt write-off (effacement de dettes), has been registered with the RCS by application of article 13, items 4 to 12, 16 and 17 of the Luxembourg law of 19 December 2002 on the Register of Commerce and Companies and on the accounting and annual accounts of undertakings, as amended;

(ii) that in the case of the Lead Borrower and any Guarantor that is a U.S. Subsidiary, attached thereto is a true and complete copy of a certificate as to the good standing (or similar certification) of the Lead Borrower or such Guarantor, as applicable (to the extent that such concept exists in such jurisdiction), as of a recent date from the applicable Secretary of State (or other similar official or Governmental Authority);

(iii) that attached thereto is a true and complete copy of the by-laws (or articles of association, articles of incorporation, partnership agreement, limited liability company agreement or other equivalent constituent or constitutional and governing documents, if any) of such Loan Party as in effect on the Amendment No. 3 Effective Date and at all times since a date prior to the date of the resolutions described in the following clause (iv);

(iv) that attached thereto is a true and complete copy of resolutions or meeting minutes (or certificates thereof) duly adopted by the shareholders, members, general partner or Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of each of the Loan Documents to which such person is a party on the Amendment No. 3 Effective Date and that such resolutions or meeting minutes have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 3 Effective Date;

(v) to the extent not covered in (i), (iii) or (iv) above, that attached thereto is a true and complete copy of any powers-of-attorney granted by such Loan Party to the individuals executing each of the Loan Documents to which such person is a party on the Amendment No. 3 Effective Date and that such powers-of-attorney have not been limited, revoked or amended and are in full force and effect on the Amendment No. 3 Effective Date;

(vi) as to the incumbency and specimen signature of each officer or authorized signatory executing this Amendment or any other Loan Document delivered in connection herewith on the Amendment No. 3 Effective Date on behalf of such Loan Party; and

(vii) in the case of each Luxembourg Loan Party, confirming that (a) borrowing or guaranteeing or securing, as appropriate, the entry into the Loan Documents and the performance of its obligations thereunder would not cause any borrowing,

guarantee, security or similar limit binding on any Loan Party to be exceeded, and (b) each copy document relating to it specified in this Section 4 (Conditions to Effectiveness) is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement; and in relation to each Luxembourg Loan Party, confirming that (a) it rents the premises of its registered office located at 35F, avenue John F. Kennedy, L-1855 Luxembourg and (b) it is not subject to bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), amicable (out-of-court) reorganisation proceedings (including any request to appoint a conciliator), judicial reorganisation proceedings (including by way of mutual or collective agreement or transfer of assets or activities by court order), reprieve from payment (sursis de paiement), or similar proceedings; the relevant company has not been subject to conservatory measures such as attachment order (saisie conservatoire) or garnishment (saisie attribution or saisie arrêt), has not requested a moratorium on payments and/or periods of grace and no application, petition, order or resolution has been made, or taken by the relevant company or to its knowledge by any other person for the appointment of a commissaire, curateur, liquidateur, conciliateur or similar officer for its administration, winding-up or similar proceedings.

(c) Substantially concurrently with the making of the Term B-2 Loans, the Borrowers shall have paid (or caused to be paid) to the Agent, for the ratable account of (i) each Existing Term Lender, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 3 Effective Date and (ii) each Exiting Lender, the aggregate principal amount of all Existing Term Loans held by such Exiting Lender that are not continued as Term B-2 Loans on the Amendment No. 3 Effective Date.

(d) All fees and expenses due to the Agent, the Amendment No. 3 Arrangers and the Lenders (including, without limitation, pursuant to Section 6 hereof and any fees required to be paid to them by the Borrower as mutually agreed prior to the Amendment No. 3 Effective Date) required to be paid on the Amendment No. 3 Effective Date shall have been paid, in each case in respect of expenses, to the extent invoiced in reasonable detail prior to the date that is three (3) Business Days (or such lesser period as may be reasonably acceptable to the Lead Borrower) prior to the date hereof.

(e) Immediately before and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or would result from the Amendment and related Credit Event or from the application of the proceeds therefrom.

(f) Immediately before and immediately after giving effect to this Amendment, the representations and warranties of each Loan Party set forth in (i) Article III of the Credit Agreement or (ii) any other Loan Document in effect on the Amendment No. 3 Effective Date, in each case, shall be true and correct in all material respects on and as of the Amendment No. 3 Effective Date; provided, that to the extent such representations and warranties specifically relate to an earlier date, such representations and warranties 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.

(g) The Agent shall have received a certificate of a Responsible Officer of the Parent certifying compliance with the conditions in clauses (e) and (f) above.

(h) The Agent and the Lenders (as requested through the Agent) shall have received at least three (3) Business Days prior to the Amendment Effective No. 3 Date (i) all documentation and other information required with respect to the Borrowers by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, and (ii) a Beneficial Ownership Certification in relation to any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, to the extent requested in writing at least ten (10) Business Days prior to the Amendment Effective No. 3 Date.

(i) The Agent shall have received a Borrowing Request in respect of the Term B-2 Loans not later than 12:00 noon, New York City time, at least three (3) Business Days prior to the date of the proposed Credit Event (or such later time on such date as may be agreed by the Agent).

(j) The Agent shall have received a notice of prepayment of the Existing Term Loans pursuant to Section 2.18 of the Credit Agreement.

(k) The Agent shall have received a solvency certificate dated as of the Amendment No. 3 Effective Date in substantially the form of Exhibit C to the Credit Agreement from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Parent certifying as to the matters set forth therein.

(l) With respect to each improved Mortgaged Property in the United States, a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination and, if the area in which any improvements located on any Mortgaged Property is designated a “special flood hazard area” by the Federal Emergency Management Agency (or any successor agency), evidence of flood insurance satisfying the requirements of Section 5.02 of the Credit Agreement.

Other than the conditions set forth in this Section 4, there are no other conditions (express or implied) to the Amendment No. 3 Effective Date. For purposes of determining compliance with the conditions specified in this Section 4, to the extent any Lender has signed this Amendment or a Lender Addendum, it shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Lenders under this Amendment unless the Agent shall have received notice from such Lender prior to the Amendment No. 3 Effective Date specifying its objection thereto.

The Agent shall notify the Lead Borrower and the Lenders of the Amendment No. 3 Effective Date and such notice shall be conclusive and binding.

Section 5. Post-Closing.

The Borrowers covenant and agree with each Lender that from and after the Amendment No. 3 Effective Date until the Termination Date, Parent and the Borrowers will, and will cause each of the Subsidiaries to, take all necessary actions to satisfy the items described on Schedule II hereto within the applicable period of time specified in such Schedule (or such longer period as the Agent may agree in its sole discretion).

Section 6. Expenses.

The Borrowers agree to reimburse the Agent and each Amendment No. 3 Arranger for its reasonable and documented out-of-pocket expenses in connection with this Amendment and any Loan Documents executed in connection with this Amendment, including the reasonable and documented fees, charges and disbursements of Cahill Gordon & Reindel llp, counsel for the Agent (and one local counsel for the Agent in any other relevant jurisdiction (including, without limitation, each Specified Jurisdiction)), in each case, to the extent required by Section 9.05 of the Credit Agreement.

Section 7. 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 or Consent to this Amendment by facsimile transmission or electronic transmission shall be effective as delivery of a manually executed counterpart hereof. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment and/or any document to be signed in connection with this amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, 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. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

Section 8. Governing Law and Waiver of Right to Trial by Jury.

THIS AMENDMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT, SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, PROVIDED THAT SECTIONS 10(D) AND (E) HEREOF, TO THE EXTENT THAT THEY MAY RELATE TO ANY LUXEMBOURG LAW SECURITY DOCUMENTS, SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, LUXEMBOURG LAW AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH SUCH SECTIONS 10(D) AND (E) HEREOF, TO THE EXTENT THAT THEY MAY RELATE TO ANY LUXEMBOURG LAW SECURITY

DOCUMENTS, INCLUDING A DISPUTE REGARDING ANY LUXEMBOURG LAW SECURITY DOCUMENTS’ EXISTENCE, VALIDITY, INTERPRETATION, PERFORMANCE OR TERMINATION, SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE DISTRICT COURT OF THE CITY OF LUXEMBOURG (TRIBUNAL D'ARRONDISSEMENT DE ET À LUXEMBOURG). The jurisdiction and waiver of right to trial by jury provisions in Section 9.11 and 9.15 of the Credit Agreement are incorporated herein by reference mutatis mutandis.

Section 9. Headings.

The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 10. Reaffirmation.

Each Loan Party hereby expressly consents to and acknowledges the terms of this Amendment and acknowledges that the Term B-2 Loans constitute Obligations under the Credit Agreement and the other Loan Documents, and confirms and reaffirms, subject to any limitation language applicable as provided in the Credit Agreement and the other Loan Documents, as of the date hereof, (a) the covenants and agreements contained in each Loan Document to which it is a party, as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby, (b) that all Obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement as amended or otherwise modified hereby, (c) its guaranty of the Obligations as amended or otherwise modified hereby, (d) its prior pledges and grants of security interests and Liens on the Collateral to secure the Obligations pursuant to the Security Documents to which it is a party and (e) that such Guarantees, prior pledges and grants of security interests (including any Security Documents) and Liens on the Collateral to secure the Obligations, as applicable, are and shall continue to be in full force and effect as amended or otherwise modified hereby and do, and shall continue to, inure to the benefit of the Agent, the Lenders and the other Secured Parties. Neither this Amendment nor the amendments and restatements made pursuant to this Amendment shall constitute a novation of the Credit Agreement or any other Loan Document.

Section 11. Confirmation of security in respect of Swedish Law Security Documents.

Each Loan Party having granted Liens under or pursuant to a Swedish Law Security Document confirms that such security granted by it, with effect from the Amendment No. 3 Effective Date, shall continue to be in full force and effect, and shall extend to secure the Obligations (as amended or otherwise modified hereby) and shall continue to, inure to the benefit of the Agent, the Lenders and the other Secured Parties. This Section 11 is governed by Swedish law.

Section 12. Effect of Amendment; References to the Credit Agreement; Miscellaneous.

Except as expressly set forth herein, this Amendment (a) shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agent under the Credit Agreement or any other Loan Document, and (b) shall not alter, modify, amend, waive or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect as amended by this Amendment (as applicable). This Amendment shall constitute a Loan Document for all purposes and all references to the Credit Agreement in any Loan Document or other document, instrument, agreement, or writing shall from and after the Amendment No. 3 Effective Date be deemed to refer to the Credit Agreement as amended or otherwise modified hereby, and, as used in the Credit Agreement, the terms “Agreement,” “herein,” “hereafter,” “hereunder,” “hereto” and words of similar import shall mean, from and after the Amendment No. 3 Effective Date, the Credit Agreement as amended or otherwise modified hereby.

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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first written above.

ADIENT US LLC

By:    /s/ Brad Pilon
    Name: Brad Pilon
    Title: Authorized Person

ADIENT GLOBAL HOLDINGS S.À R.L.

Société à responsabilité limitée

Registered office: 35F, Avenue John F Kennedy, L - 1855 Luxembourg

R.C.S. Luxembourg B 214.737

By:    /s/ Brad Pilon
    Name: Brad Pilon
    Title: Authorized Person

[Signature Page to Adient TLB Amendment Agreement]

ADIENT ELDON INC.

ADIENT SYSTEMS ENGINEERING LLC

ADIENT CLANTON INC.

ADIENT INC.

ADIENT HOLDING MEXICO LLC

ADIENT HOLDING SPAIN LLC

ADIENT HOLDING SLOVAKIA LLC

ADIENT HOLDING TURKEY LLC

ADIENT HOLDING SOUTH AFRICA LLC

FUTURIS GLOBAL HOLDINGS, LLC

FUTURIS AUTOMOTIVE (NA) HOLDINGS INC.

FUTURIS AUTOMOTIVE (NA) INTERMEDIATE HOLDINGS INC.

FUTURIS AUTOMOTIVE (US) INC.

FUTURIS AUTOMOTIVE (CA) LLC

CNI ENTERPRISES, INC.

CNI-DULUTH, LLC

NICA, INC.

UNIVERSAL TRIM, INC.

By: /s/ Brad Pilon

Name: Brad Pilon

Title: Authorized Person

ADIENT US ENTERPRISES LIMITED PARTNERSHIP

By Adient Ltd., its general partner

By: /s/ Brad Pilon

Name: Brad Pilon

Title: Authorized Person

[Signature Page to Adient TLB Amendment Agreement]

Adient Luxembourg Poland Holding S.à r.l., a Luxembourg company governed under the laws of the Grand Duchy of Luxembourg as a société à responsabilité limitée, with its registered office at 35F, Avenue John F Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B 204.878

By:    /s/ Brad Pilon
    Name: Brad Pilon
    Title: Authorized Signatory

Adient Luxembourg Asia Holding S.à r.l., a Luxembourg company governed under the laws of the Grand Duchy of Luxembourg as a société à responsabilité limitée, with its registered office at 35F, Avenue John F Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B 208.006

By:    /s/ Brad Pilon
    Name: Brad Pilon
    Title: Authorized Signatory

Adient Global Holdings Luxembourg S.à r.l., a Luxembourg company governed under the laws of the Grand Duchy of Luxembourg as a société à responsabilité limitée, with its registered office at 35F, Avenue John F Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B 214.747

By:    /s/ Brad Pilon
    Name: Brad Pilon
    Title: Authorized Signatory

[Signature Page to Adient TLB Amendment Agreement]

Adient Holding Ireland Limited

By: /s/ Brad Pilon
Name: Brad Pilon
Title: Attorney

Adient plc

By: /s/ Brad Pilon
Name: Brad Pilon
Title: Authorized Officer

[Signature Page to Adient TLB Amendment Agreement]

Adient Global Holdings Ltd

By: /s/ Brad Pilon

Name: Brad Pilon

Title: Authorised Representative

Adient International Ltd

By: /s/ Brad Pilon

Name: Brad Pilon

Title: Authorised Representative

[Signature Page to Adient TLB Amendment Agreement]


Adient Industries México S. de R.L. de C.V.
Adient Leasing México S. de R.L. de C.V.
Adient México S. de R.L. de C.V.
Adient México Automotriz S. de R.L. de C.V.
Adient México Holding S. de R.L. de C.V.
Adient Querétaro S. de R.L. de C.V.
Adient Shared Services México S. de R.L. de C.V.
Adient Servicios S. de R.L. de C.V.
Adient Subholding Leasing S. de R.L. de C.V.
Brena Mex S. de R.L. de C.V.
Ensamble de Interiores Automotrices México S. de R.L. de C.V.
Ensamble de Interiores Automotrices, S. de R.L. de C.V.

By:	/s/ Brad Pilon
	Name:	Brad Pilon
	Title:	Attorney-in-fact

[Signature Page to Adient TLB Amendment Agreement]

ADIENT BELGIUM BV, a private limited liability company (besloten vennootschap/société à responsabilité limitée) organised and existing under Belgian law, having its registered office a Paul Christiaenstraat 1, 9960 Assenede, Belgium and registered under company number 0437.456.835 RLP Ghent, division Ghent

By:    /s/ Brad Pilon
    Name: Brad Pilon
    Title: Authorized Signatory

ADIENT SWEDEN AB

By:    /s/ Brad Pilon
    Name: Brad Pilon
    Title: Authorized Officer

[Signature Page to Adient TLB Amendment Agreement]


ADIENT SEATING HOLDING SPAIN, S.L.U.
ADIENT SEATING SPAIN, S.L.U.
ADIENT AUTOMOTIVE, S.L.U.
ADIENT REAL ESTATE HOLDING SPAIN, S.L.U.

By:	/s/ Brad Pilon
	Name:	Brad Pilon
	Title:	Attorney

[Signature Page to Adient TLB Amendment Agreement]

Adient Seating UK Ltd