First Amendment to the Credit Agreement, dated as of November 6, 2018, among Adient Global Holdings Ltd, Adient US LLC, the guarantors, the lenders party thereto, and JPMorgan Chase, N.A., as agent for the lenders from time to time party to the Credit Agreement

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 3^rd 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:

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(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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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

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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.

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