Amendment Agreement No. 2, dated March 13, 2023, to Amended and Restated Revolving Credit Agreement, dated as of November 2, 2022, among Adient US LLC, the other borrower subsidiaries party thereto, the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent

This AMENDMENT AGREEMENT NO. 2 (this “Agreement”), dated as of March 13, 2023, is made by and among Adient US, LLC, a Michigan limited liability company (the “Lead Borrower”), the Lenders (which Lenders constitute the Required Lenders) and Issuing Banks party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent for the Lenders (in such capacity, the “Administrative Agent”).

WHEREAS, the Lead Borrower and the Administrative Agent are party to that certain Amended and Restated Revolving Credit Agreement, dated as of November 2, 2022 (as amended, restated, amended and restated, modified and/or supplemented from time to time, the “Credit Agreement”; capitalized terms not otherwise defined herein shall have the respective meaning assigned to such terms in the Credit Agreement), by and among the Lead Borrower, the other Loan Parties party thereto, the Administrative Agent and the various financial institutions from time to time party thereto;

WHEREAS, Section 13.12(a) of the Credit Agreement provides that the Administrative Agent and the Loan Parties may amend the Loan Documents with the written consent of the Loan Parties party to the Loan Documents, the Required Lenders and the Administrative Agent;

WHEREAS, the Administrative Agent and the Loan Parties desire to amend the Credit Agreement in accordance with Section 13.12(a) as further described herein;

NOW, THEREFORE, in consideration of the promises 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.Amendment. Subject to the terms and conditions to effectiveness set forth in Section 2 hereof, the Credit Agreement is hereby amended as follows:

(a)The definition of “Bank Product Debt” in the Credit Agreement is hereby amended by replacing “Borrower” with “Parent”.

(b)The definition of “Secured Bank Product Obligations” in the Credit Agreement is hereby amended by replacing “Borrower or its Subsidiary” with “Parent or its Subsidiary”.

(c)The definition of “Secured Bank Product Provider” in the Credit Agreement is hereby amended by replacing “Borrower” with “Parent”.

SECTION 2.Effectiveness. Section 1 of this Agreement shall become effective on the date that the Administrative Agent shall have received this Agreement, duly executed by the Loan Parties, the Lenders constituting the Required Lenders and the Administrative Agent.

SECTION 3.Reference to and Effect on the Credit Agreement.

(a)On and after the effectiveness of this Agreement, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by, and after giving effect to, this Agreement.

(b)Each Loan Document, after giving effect to this Agreement, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed, except that, on and after the effectiveness of this Agreement, each reference in each of the Loan Documents to the “Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by and after giving effect to, this Agreement. Nothing in this Agreement can or may be construed as a novation of the Credit Agreement or any other Loan Document. This Agreement shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein.

(c)This Agreement is a “Loan Document” for purposes of the Credit Agreement and the other Loan Documents.

SECTION 4.Execution in Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile, .PDF or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to this Agreement and/or any document to be signed in connection with this Agreement 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 5.WAIVER OF JURY TRIAL; GOVERNING LAW; JURISDICTION, ETC. The provisions set forth in Sections 13.08 of the Credit Agreement are hereby incorporated herein mutatis mutandis with all references to “this Agreement” therein being deemed references to this Agreement.

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

ADIENT US LLC,
as Lead Borrower

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

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

By:    /s/ Robert P. Kellas    
    Name:    Robert P. Kellas
    Title:    Executive Director

JPMORGAN CHASE BANK, N.A.,
as a Lender and a U.S. Issuing Bank

By:    /s/ Robert P. Kellas    
    Name:    Robert P. Kellas
    Title:    Executive Director

J.P. MORGAN SE,
as Swingline Lender

By:    /s/ Ralph Kimpel    
    Name:    Ralph Kimpel
    Title:    Executive Director

J.P. MORGAN SE,
as Swingline Lender

By:    /s/ M. Holler    
    Name:    M. Holler
    Title:    Vice President

J.P. MORGAN SE,
as a Lender and a European Issuing Bank

By:    /s/ Ralph Kimpel    
    Name:    Ralph Kimpel
    Title:    Executive Director

J.P. MORGAN SE,
as a Lender and a European Issuing Bank

By:    /s/ M. Holler    
    Name:    M. Holler
    Title:    Vice President

BANK OF AMERICA, N.A.,,
as a Lender

By:    /s/ Kindra Mullarky    
    Name:    Kindra Mullarky
    Title:    Senior Vice President

BANK OF AMERICA, N.A.,,
as an Issuing Bank

By:    /s/ Kindra Mullarky    
    Name:    Kindra Mullarky
    Title:    Senior Vice President

BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY,
as a Lender

By:    /s/ Paula Langridge    
    Name:    Paula Langridge
    Title:    Senior Vice President

BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY,
as an Issuing Bank

By:    /s/ Paula Langridge    
    Name:    Paula Langridge
    Title:    Senior Vice President

Citibank, N.A.,,
as a Lender and Issuing Bank

By:    /s/ Shane Azzara    
    Name:    Shane Azzara
    Title:    Vice President & Managing Director

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

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
as an Issuing Bank

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

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

Barclays Bank PLC,
as a Lender

By:    /s/ Charlene Saldanha    
    Name:    Charlene Saldanha
    Title:    Vice President

Barclays Bank PLC,
as a U.S. Issuing Bank

By:    /s/ Charlene Saldanha    
    Name:    Charlene Saldanha
    Title:    Vice President

Barclays Bank Ireland PLC,
as a Lender

By:    /s/ Mark Pope    
    Name:    Mark Pope
    Title:    Assistant Vice President

Barclays Bank Ireland PLC,
as a European Issuing Bank

By:    /s/ Mark Pope    
    Name:    Mark Pope
    Title:    Assistant Vice President

MUFG Bank Ltd.,
as a Lender

By:    /s/ Paul M. Angland    
    Name:    Paul M. Angland
    Title:    Director

U.S. BANK NATIONAL ASSOCIATION,
as a Lender

By:    /s/ William Patton    
    Name:    William Patton
    Title:    Vice President

ING Capital LLC.,
as a Lender

By:    /s/ Jeff Chu    
    Name:    Jeff Chu
    Title:    Director

By:    /s/ Michael Chen    
    Name:    Michael Chen
    Title:    Director

KeyBank National Association,
as a Lender

By:    /s/ Brian D. O’Keefe    
    Name:    Brian D. O’Keefe
    Title:    Vice President

Truist Bank,
as a Lender

By:    /s/ Terry B. Snider    
    Name:    Terry B. Snider
    Title:    Vice President

KBC Bank NV, New York Branch,
as a Lender

By:    /s/ Nicholas Philippides    
    Name:    Nicholas Philippides
    Title:    Vice President

By:    /s/ Susan Silver    
    Name:    Susan Silver
    Title:    Managing Director