Adient Plc (ADNT) 8-K Earnings Release, New Agreement, New Financial Obligation

This AMENDMENT AND RESTATEMENT AGREEMENT (this “Agreement”), dated as of November 2, 2022, is made by and among Adient US LLC, a Michigan limited liability company (the “Lead Borrower”), the other Loan Parties under the Amended and Restated Credit Agreement, the Lenders and Issuing Banks party to the Amended and Restated Credit Agreement and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent for the Lenders (in such capacity, the “Administrative Agent”) and the Swingline Lender.

WHEREAS, the Loan Parties, Lenders, Issuing Banks and the Administrative Agent are party to that certain Revolving Credit Agreement, dated as of May 6, 2019 (as amended by the Amendment Agreement dated as of December 26, 2019, as amended by the Amendment Agreement dated as of November 24, 2021 and as further amended, restated, amended and restated, modified and/or supplemented from time to time prior to the date hereof, the “Existing 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 Existing Credit Agreement provides that the Administrative Agent and the Lead Borrower may amend the Loan Documents with the written consent of the Loan Parties party to the Loan Documents, the Lenders and the Administrative Agent;

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

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. Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Amended and Restated Credit Agreement (as defined below).

SECTION 2. Amendment and Restatement.

(a) Effective as of the Effective Date, the Existing Credit Agreement is hereby amended and restated and replaced in its entirety in the form attached as Annex A hereto (the Existing Credit Agreement as amended and restated hereby, the “Amended and Restated Credit Agreement”).

(b) Effective as of the Effective Date, Schedule 1.01(B), Schedule 2.01, Schedule 8.04, Schedule 8.05, Schedule 8.08(a), Schedule 8.08(b), Schedule 8.20, Schedule 8.21, Schedule 9.12, Schedule 9.18, Schedule 13.03, Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit B-1, Exhibit B-2, Exhibit C-1, Exhibit C-2, Exhibit C-3 and Exhibit C-4 to the Existing Credit Agreement are hereby replaced in their entirety pursuant to each corresponding Schedule or Exhibit attached as Annex B hereto.

(c) From and after the effectiveness of this Agreement, the “Obligations” under the Existing Credit Agreement shall continue as “Obligations” under the Amended and Restated Credit Agreement and the Loan Documents until otherwise paid in accordance with the terms thereof, and the Commitments under each Subfacility established hereby shall (i) constitute Obligations and have all of the benefits thereof, (ii) be guaranteed by the Guarantors pursuant to the Guarantee Agreement and (iii) be secured by the Liens granted to the Collateral Agent for the benefit of the Secured Parties under the Security Documents.

(d) On the terms and subject to the conditions set forth herein, from and after the Effective Date, each Lender hereby agrees to increase and/or make available their Commitments in the amount set forth on Schedule 2.01 in Annex B hereto to the Borrower in accordance with the Amended and Restated Credit Agreement.

(e) Each financial institution listed on Schedule 2.01 in Annex B hereto that is not a Lender immediately prior to giving effect to this Agreement (each, a “New Lender”) shall become a Lender on the Effective Date and hereby:

(i) confirms that it has received a copy of the Existing Credit Agreement and each other Loan Document and has received copies of the most recent financial statements delivered pursuant to Section 9.04 of the Existing Credit Agreement and such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to provide its Revolving Commitment hereunder and make the Loans and Credit Extensions with respect thereto on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender;

(ii) confirms that it is sophisticated with respect to decisions to make loans similar to those contemplated to be made hereunder and that it is experienced in making loans of such type;

(iii) appoints, authorizes and instructs the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended and Restated Credit Agreement and the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto; and

(iv) acknowledges and agrees that it shall be a “Secured Party” and “Lender” under, and for all purposes of, the Amended and Restated Credit Agreement and the other Loan Documents, be subject to and bound by the terms thereof and perform all the obligations of and shall have all the rights of a Lender.

SECTION 3. Reallocation; Payment of Interest and Fees. On the Effective Date, (a) the Lead Borrower shall pay to the Administrative Agent, for the account of each of the Lenders under the Existing Credit Agreement (each, an “Existing Lender”), all accrued fees and interest under the Existing Credit Agreement to, and not including, the Effective Date, (b) each Existing Lender will, to the extent applicable, automatically and without further act be deemed to have assigned to each Revolving Lender party hereto, and each Revolving Lender party hereto will, to the extent applicable, automatically and without further act be deemed to have assumed, a portion of such Existing Lender’s participations under the Existing Credit Agreement in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swingline Loans, in each case held by each Lender party hereto will equal the percentage of the aggregate applicable Revolving Commitments of all Lenders represented by such Lender’s applicable Revolving Commitments as set forth on Schedule 2.01 in Annex B hereto and (c) if there are any Revolving Loans outstanding under the Existing Credit Agreement, such Revolving Loans shall be prepaid from the proceeds of a borrowing of Revolving Loans under the Amended and Restated Credit Agreement.

SECTION 4. Effectiveness. The effectiveness of the amendments set forth in Section 2 above and the reallocation described in Section 3 above are each subject to satisfaction of the following conditions precedent (the date of such satisfaction being the “Effective Date”):

(a) Executed Agreement; Notes. The Administrative Agent shall have received (i) this Agreement, duly executed by the Loan Parties, the Lenders and the Issuing Banks and (ii) for the account of each Lender requesting a Note, a Note executed by a Responsible Officer of the applicable Borrower in favor of each Lender requesting a Note at least three (3) Business Days prior to the Effective Date.

(b) Representations and Warranties. The representations and warranties set forth in Section 5 of this Agreement shall be true and correct in all material respects on and as of the Effective Date (after giving effect to the Amendment and Restatement Transactions); provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar

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language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

(c) No Default or Event of Default. No Default or Event of Default shall have occurred or be continuing, or would result from the consummation of the Amendment and Restatement Transactions, on the Effective Date.

(d) Organizational Documents(e) . The Administrative Agent shall have received a certificate (or certificates) of the Secretary or Assistant Secretary, statutory director, management board members or similar officer of each Loan Party (excluding the Spanish Loan Parties, in accordance with, and subject to, the terms and conditions stated in Schedule 9.12) dated the 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 officer of such Loan Party 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 one (1) Business Day prior to the Effective Date and (ii) a certificate issued by the RCS dated no earlier than one (1) Business Day prior to the Effective Date stating that no judicial decision pursuant to which it would be subject to one of the judicial proceedings including, but not limited to, bankruptcy (faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée) or composition with creditors (concordat préventif de la faillite), has been registered with the RCS by application of article 13, items 2 to 12 and article 14 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. In relation to each Polish Loan Party the above shall include an electronic information equivalent to a current extract from the National Court Register (Krajowy Rejestr Sądowy) relating to each Polish Loan Party, issued as of a recent date, confirming that no order or resolution for any bankruptcy or restructuring proceedings or liquidation has been registered in relation to the Polish Loan Party, nor has any receiver, trustee, administrator or liquidator been appointed in respect of the Polish Loan Party. In relation to each Jersey Loan Party the above shall include copies of all consents issued to each Jersey Loan Party pursuant to the Control of Borrowing (Jersey) Order 1958, as amended. In relation to each Mexican Obligor, the above shall include (i) an excerpt of records from the Public Registry of Commerce (folio mercantil del Registro Público de Comercio) dated not earlier than twenty (20) Business Days prior to the Effective Date, except for the excerpt of records from the Public Registry of Commerce for Adient Servicios S. de R.L. de C.V., and (ii) copies of any documents which are pending registration with the relevant Commercial Registry as of the Effective Date;

(ii) that in the case of each U.S. Loan Party, attached thereto is a true and complete copy of a certificate as to the good standing (or similar certification) of such U.S. Loan Party (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 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 Board of Directors (or equivalent governing

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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 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 Effective Date;

(v) to the extent not covered in clause (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 Effective Date and that such powers-of-attorney have not been limited, revoked or amended and are in full force and effect on the Effective Date;

(vi) in the case of each company incorporated in the United Kingdom whose shares are the subject of a Lien in favor of the Administrative Agent (a “Charged Company”), the above shall include either (i) a certificate of an authorised signatory of each UK Loan Party certifying that (A) Parent and each of its Subsidiaries have complied within the relevant timeframe with any notice they have received pursuant to Part 21A of the Companies Act 2006 from a Charged Company; and (B) no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of those shares, together with a copy of the “PSC register” (within the meaning of section 790C(10) of the Companies Act 2006) of that Charged Company, which, is certified by an authorised signatory of each UK Loan Party to be correct, complete and not amended or superseded as at a date no earlier than the date of this Agreement; or (ii) a certificate of an authorized signatory of each UK Loan Party certifying that such Charged Company is not required to comply with Part 21A of the Companies Act 2006;

(vii) that (if applicable) attached thereto is a true and complete copy of resolutions or meeting minutes (or certificates thereof) duly adopted by all the holders of the issued shares in each Loan Party or, as applicable, its general partner or its general partner’s shareholders (if such resolutions are necessary under the relevant local laws), approving the terms of, and the transactions contemplated by, the Loan Documents to which the Loan Party is a party;

(viii) that (if applicable and not already included in the resolutions referred to in clause (iv) above) attached thereto is a true and complete copy of, a copy of any power of attorney authorizing the person(s) specified therein to sign the Loan Documents to which the Loan Party is a party on behalf of each of the Loan Party;

(ix) in the case of each Irish Loan Party, confirming that the entry into, and the performance by that Irish Loan Party of its obligations under the Loan Documents to which it is a party does not constitute financial assistance within the meaning of Section 82 of the Irish Companies Act and that it and each other Loan Party form part of a group of companies for the purposes of Section 243 of the Irish Companies Act and that the prohibition contained in Section 239 of the Irish Companies Act does not apply to the transaction contemplated by this Agreement;

(x) as to the incumbency and specimen signature of each officer or authorized signatory executing this Agreement or any other Loan Document delivered in connection herewith on the Effective Date on behalf of such Loan Party; and

(xi) 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, (b) each copy document relating to it specified in this Section 4(d) 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, (b) it is not subject to bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de la faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), or similar proceedings; the relevant

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company has not been subject to conservatory measures such as attachment order (saisie conservatoire) or garnishment (saisie attribution or saisie arrêt) 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 or similar officer for its administration, voluntary or judicial winding-up, voluntary or judicial liquidation, or similar proceedings, and (c) it is not, on the date of the Agreement, in a state of cessation of payments (cessation de paiement) and has not lost its commercial creditworthiness.

(e) Legal Opinions. The Administrative Agent shall have received, on behalf of itself and the Lenders, the favorable written opinions of (i) Sullivan & Cromwell LLP, as special New York counsel for the Loan Parties, (ii) A&L Goodbody, as special Irish counsel for Parent, (iii) Kostopoulos Rodriguez, PLLC, as special Michigan counsel for the Loan Parties (including the Lead Borrower) organized under the laws of Michigan, (iv) CM Law, as Luxembourg counsel for the Loan Parties organized under the laws of Luxembourg, (v) Wiewiórski Legal, as Polish counsel for the Loan Parties organized under the laws of Poland, (vi) Baker & McKenzie SCRL/CVBA, as Belgian counsel for the Loan Parties organized under the laws of Belgium, (vii) Vinge, as Swedish counsel for the Loan Parties organized under the laws of Sweden, (viii) Arthur Cox, special counsel to the Administrative Agent with respect to certain matters of Irish law, (ix) Appleby (Jersey) LLP, special counsel to the Administrative Agent with respect to certain matters of Jersey law, (x) Norton Rose Fulbright LLP, special counsel to the Administrative Agent with respect to certain matters of England and Wales law (xi) Baker McKenzie Madrid S.L.P., as Spanish counsel for the Loan Parties organized under the laws of Spain, (xii) CC&N Abogados, S.C., as special Mexican counsel for the Mexican Obligors and (xiii) Cuesta Campos y Asociados, S.C., as special counsel to the Administrative Agent with respect to certain matters of Mexican law (or, in each case, such other counsel as may be reasonably acceptable to the Administrative Agent) (A) dated the Effective Date, (B) addressed to the Administrative Agent and the Lenders on the Effective Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering customary matters relating to the Loan Documents.

(f) Solvency Certificate. The Lenders shall have received a solvency certificate substantially in the form of Exhibit E and signed by a Financial Officer, relating to Parent and its Subsidiaries on a consolidated basis after giving effect to the Effective Date and the Amendment and Restatement Transactions on the Effective Date.

(g) Collateral and Guarantee Requirement. To the extent required to be satisfied on or prior to the Effective Date, the Collateral and Guarantee Requirement shall be satisfied (or waived in accordance with Section 13.12 of the Amended and Restated Credit Agreement) on and as of the Effective Date.

(h) Know Your Customer. The Administrative Agent and the Lenders (as requested through the Administrative Agent) shall have received at least three (3) Business Days prior to the Effective 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 Effective Date.

(i) Officer’s Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of Parent certifying compliance with the conditions in Sections 4(b) and 4(c) above.

(j) Perfection Certificate. The Administrative Agent shall have received a completed Perfection Certificate, dated on the Effective Date and signed by a Responsible Officer of each Loan Party (to the extent that such concept exists in such jurisdiction), together with all attachments contemplated thereby.

(k) Lien Searches(l) . (i) The Administrative Agent shall have received, as to each U.S. Loan Party (and with respect to Uniform Commercial Code lien searches, each other pledgor

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under the U.S. Collateral Agreement), the results of customary lien searches including a search of the Uniform Commercial Code, Tax and judgment searches, United States Patent and Trademark Office and United States Copyright Office searches, and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been, or will be simultaneously or substantially concurrently with the Effective Date, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made);

(ii) The Administrative Agent shall have received, as to Parent, Adient Global Holdings Luxembourg and each Jersey Loan Party, an online search on the SIR against Parent, Adient Global Holdings Luxembourg and each Jersey Loan Party;

(iii) The Administrative Agent shall have received, as to the U.K. Loan Parties, UK Companies House searches and evidence reasonably satisfactory to the Administrative Agent that Liens indicated by such searches are Permitted Liens or have been, or will be, simultaneously or substantially concurrently with the Effective Date released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made);

(iv) The Administrative Agent shall have received, as to Parent and any Irish Loan Party, customary searches at the Companies Registration Office and in the Index of Petitions and Winding Up Notices maintained at the Central Office of the High Court and at the Judgments Office in Dublin and evidence reasonably satisfactory to the Administrative Agent that Liens indicated by such searches are Permitted Liens or have been, or will be, simultaneously or substantially concurrently with the Effective Date released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made); and

(v) The Administrative Agent shall have received with respect to Polish Loan Parties, current excerpt from the National Court Register (Krajowy Rejestr Sądowy) or the electronic information equivalent to a current extract from the National Court Register, which the Administrative Agent reasonably may have requested, and only to the extent such concept is applicable in such Loan Party’s jurisdiction of incorporation, formation or organization.

(l) Fees and Expenses. The Agents shall have received (i) all fees due and payable thereto or to any Lender on or prior to the Effective Date and, to the extent invoiced at least three (3) Business Days prior to the Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Loan Parties hereunder, under this Agreement on or prior to the Effective Date and (ii) all fees and expenses required to be paid on or prior to the Effective Date pursuant to the Engagement Letter, dated as of October 7, 2022, between the Lead Borrower and JPMorgan Chase Bank, N.A. and any other letter agreement in connection with the Amendment and Restatement Transactions.

(m) Interest and Fees. The Lead Borrower shall have paid to all Existing Lenders the amounts described in Section 3(a) above.

(n) Flood Documentation. With respect to each Mortgaged Property located in the United States or any State thereof as of the Effective Date, the Collateral Agent shall have received the Flood Documentation.

(o) Security and Guarantee Documents. The Administrative Agent shall have received (i) an Irish law deed of confirmation in respect of the Irish Law Debenture made between each Irish Loan Party and the Collateral Agent and (ii) an Irish law deed of confirmation in respect of the Irish Law Share Charge among each Loan Party (other than any Irish Loan Party) that owns Equity Interests of a person incorporated or organized under the laws of Ireland (other than Excluded Securities) and the Collateral Agent.

(p) Certain UK Tax Matters. Each Lender with a European Revolving Commitment listed on Schedule 2.01 in Annex B hereto shall have provided a completed U.K. Tax Certification, attached as Annex C hereto, to the Administrative Agent and the Lead Borrower.

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SECTION 5. Representations and Warranties.

Each Loan Party represents and warrants to the Agent and the Lenders that, as of the Effective Date:

(a) this Agreement 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 applicable pre-insolvency, bankruptcy, insolvency, concurso mercantil, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;

(b) immediately before and immediately after giving effect to this Agreement, the applicable representations and warranties of each Loan Party which are contained in (i) Article 8 of the Amended and Restated Credit Agreement or (ii) any other Loan Document in effect on the 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 Agreement, no Default or Event of Default has occurred and is continuing or would result from the Agreement.

SECTION 6. Reaffirmation.

(a) Each Loan Party hereby expressly acknowledges the terms of this Agreement and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Agreement and (ii) its guarantee of the Obligations under each Guarantee, as applicable, and its grant of Liens on the Collateral to secure the applicable Obligations pursuant to the Security Documents.

(b) Belgian Law. On the basis of the terms of the Initial Belgian Security Agreements and as intended and agreed at the time of entry into the Initial Belgian Security Agreements, each Loan Party which has or has purported to grant Belgian Collateral pursuant to the Initial Belgian Security Agreements hereby expressly confirms (for the avoidance of doubt) that, with effect as of the date hereof, subject to the Guarantee Limitations and any confirmation agreement:

(i) its liabilities and obligations arising under this Agreement, the Amended and Restated Credit Agreement and each Loan Document shall form part of (but do not limit) the "Secured Obligations" as defined in each Initial Belgian Security Agreement (including by incorporation) as such Secured Obligations intended to cover any amounts due pursuant to, or in connection with, any additional facilities and any increase in any amount made available under the Loan Documents;

(ii) any Belgian Collateral created by it under the Initial Belgian Security Agreements extends to its liabilities and obligations under the Loan Documents (including the Amended and Restated Credit Agreement); and

(iii) the Belgian Collateral created under each Initial Belgian Security Agreement continues in full force and effect under the terms of that Initial Belgian Security Agreement.

(c) Parties acknowledge, confirm and agree that none of the transactions contemplated by this Agreement shall constitute a novation (schuldvernieuwing/ novation) for the purposes of any applicable law.

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(d) Swedish Law. The Swedish Loan Party acknowledges and confirms that on and from the Effective Date its obligations under each Guarantee in the Loan Documents and each indemnity in the Loan Documents will continue in full force and effect and agrees that such obligations shall be extended to and shall include all of the liabilities and obligations of the Loan Parties under the Amended and Restated Credit Agreement and the other Loan Documents, subject to any limitations applicable to such Swedish Loan Party as set out in the Amended and Restated Credit Agreement.

(e) Each Loan Party party to a Swedish Security Document acknowledges and confirms that each Swedish Security Document executed by it will on and from the Effective Date continue in full force and effect and continue to secure all present and future obligations and liabilities owed by any Loan Party under the Loan Documents and shall extend to secure all the liabilities and obligations of each Loan Party under and in accordance with the terms of the Amended and Restated Credit Agreement, whether actual or contingent and whether owed jointly or severally, as principal or surety and/or in any other capacity whatsoever, under or in connection with the Loan Documents including the Amended and Restated Credit Agreement, subject to any limitations applicable to such Loan Party as set out in the relevant Swedish Security Document.

(f) Luxembourg Law. Without prejudice to section 6(a) above, in respect of the Initial Luxembourg Security Agreements, each of the Luxembourg Loan Parties, Adient Global Holdings Jersey, Adient Ltd., Adient Germany Ltd & Co. KG, the Parent as pledgors and the Collateral Agent in such capacity hereby agree that the Initial Luxembourg Security Agreements to which they are a party remain in full force and effect and that the pledge created under each Initial Luxembourg Security Agreement as well as the rights, powers and remedies conferred upon the Collateral Agent by each Initial Luxembourg Security Agreement or by law shall not be affected in any way whatsoever by the entry into and execution of this Agreement.

(g) Each Mexican Obligor hereby expressly acknowledges the terms of this Agreement and reaffirms, as of the date hereof, its joint and several liability under the Amended and Restated Credit Agreement and the Guarantee Agreement.

SECTION 7. Reference to and Effect on the Amended and Restated Credit Agreement.

(a) On and after the effectiveness of this Agreement, each reference in the Amended and Restated Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Amended and Restated Credit Agreement, shall mean and be a reference to the Amended and Restated Credit Agreement, as amended by, and after giving effect to, this Agreement. This Agreement is a “Loan Document” for purposes of the Amended and Restated Credit Agreement and the other Loan Documents.

(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 Amended and Restated Credit Agreement shall mean and be a reference to the Amended and Restated 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 Amended and Restated Credit Agreement or any other Loan Document.

SECTION 8. Execution in Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall be deemed an original, but all of which when taken together shall 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 and the Amendment and Restatement Transactions 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

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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 9. WAIVER OF JURY TRIAL; GOVERNING LAW; JURISDICTION, ETC.

(a) The provisions set forth in Sections 13.08 of the Amended and Restated Credit Agreement are hereby incorporated herein mutatis mutandis with all references to “this Agreement” therein being deemed references to this Agreement.

(b) Notwithstanding paragraph (a) above:

(i) paragraph (b) of Section 6 (Reaffirmation) and any non-contractual obligations arising out of or in connection with the security confirmation therein are governed by Belgian law;

(ii) paragraph (d) of Section 6 (Reaffirmation) and any non-contractual obligations arising out of it or in connection with it is governed and constructed in accordance with Swedish law. The courts of Sweden shall have exclusive jurisdiction over matters arising out of or in connection with paragraph (d) of Section 6. The Stockholm District Court (Sw. Stockholms tingsrätt) shall be the court of first instance. The submission to the jurisdiction of the Swedish courts shall not limit the right of the Collateral Agent or a Secured Party to take proceedings against such Loan Party in any court which may otherwise exercise jurisdiction over the Loan Party.

(iii) Paragraph (f) of Section 6 (Reaffirmation) is governed by, and shall be construed in accordance with, the laws of Luxembourg and any dispute arising in connection with Section 6(f) shall be submitted to the courts of the district of Luxembourg.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this 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/ Phillip A. Rotman II
    Name:    Phillip A. Rotman II
    Title:    Authorized Person

[Adient ABL — Amendment and Restatement Agreement]

Adient plc,

as a Loan Party

By:    /s/ Gregory Scott Smith
    Name: Gregory Scott Smith
    Title: Chief Accounting Officer

[Adient ABL — Amendment and Restatement Agreement]


ADIENT ELDON INC.
ADIENT SYSTEMS ENGINEERING LLC
ADIENT CLANTON INC.
ADIENT INC.
ADIENT HOLDING MEXICO LLC
ADIENT HOLDING BRAZIL 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/ Phillip A. Rotman II
	Name:	Phillip A. Rotman II
	Title:	Authorized Person

[Adient ABL — Amendment and Restatement Agreement]

ADIENT US ENTERPRISES LIMITED PARTNERSHIP

By Adient Ltd., its general partner

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

[Adient ABL — Amendment and Restatement Agreement]

ADIENT GLOBAL HOLDINGS 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 214.737.

By:    /s/ Phillip A. Rotman II
    Name:    Phillip A. Rotman II
    Title:     Category A Manager authorized


ADIENT LUXEMBOURG POLAND HOLDING S.à r.L., a Luxembourg corporation 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/ Phillip A. Rotman II
	Name:	Phillip A. Rotman II
	Title:	Category A Manager authorized


ADIENT LUXEMBOURG ASIA HOLDING S.à r.L.., a Luxembourg corporation 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/ Phillip A. Rotman II
	Name:	Phillip A. Rotman II
	Title:	Category A Manager authorized

[Adient ABL — Amendment and Restatement Agreement]


ADIENT GLOBAL HOLDINGS LUXEMBOURG S.à r.L., a Luxembourg corporation 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/ Phillip A. Rotman II
	Name:	Phillip A. Rotman II
	Title:	Category A Manager authorized

[Adient ABL — Amendment and Restatement Agreement]

ADIENT HOLDING IRELAND LIMITED

By:    /s/ Phillip A. Rotman II
    Name: Phillip A. Rotman II
    Title: Director

[Adient ABL — Amendment and Restatement Agreement]

ADIENT GLOBAL HOLDINGS LTD

By:    /s/ Phillip A. Rotman II
    Name: Phillip A. Rotman II
    Title: Director

ADIENT INTERNATIONAL LTD

By:    /s/ Phillip A. Rotman II
    Name: Phillip A. Rotman II
    Title: Director

[Adient ABL — Amendment and Restatement 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 at Paul Christiaenstraat 1, 9960 Assenede and registered under company number 0437.456.835 RLP Ghent, division Ghent.

By:	/s/ Phillip A. Rotman II
	Name:	Phillip A. Rotman II
	Title:	Director

[Adient ABL — Amendment and Restatement Agreement]

Adient Sweden AB,

as a Loan Party

By:    /s/ Phillip A. Rotman II
    Name: Phillip A. Rotman II
    Title: Authorized Officer

[Adient ABL — Amendment and Restatement Agreement]

ADIENT SEATING HOLDING SPAIN, S.L.U

By:    /s/ Phillip A. Rotman II
    Name: Phillip A. Rotman II
    Title: Joint and Several Director

ADIENT SEATING SPAIN, S.L.U.

By:    /s/ Phillip A. Rotman II
    Name: Phillip A. Rotman II
    Title: Joint and Several Director

ADIENT AUTOMOTIVE, S.L.U.

By:    /s/ Phillip A. Rotman II
    Name: Phillip A. Rotman II
    Title: Joint and Several Director

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

By:    /s/ Phillip A. Rotman II
    Name: Phillip A. Rotman II
    Title: Joint and Several Director

[Adient ABL — Amendment and Restatement Agreement]


ADIENT SEATING POLAND SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ, a Polish company with its registered office in Siemianowice Śląskie, at 93 Krupanka Street 41-100 Siemianowice Śląskie, entered into the register of entrepreneurs of the National Court Register, maintained by the District Court Katowice-Wschód in Katowice, VIII Commercial Division of the National Register Court, under the number KRS 0000236927, having the following numbers NIP: 5862148358 and REGON: 220066313 and a share capital of PLN 221,186,500.00

By:	/s/ Phillip A. Rotman II
	Name:	Phillip A. Rotman II
	Title:	Attorney-in-fact


ADIENT FOAM POLAND SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ, a Polish company with its registered office in Żory, 6 Wygoda Street, 44-240 Żory, entered into the register of entrepreneurs of the National Court Register maintained by the District Court in Gliwice, X Commercial Division of the National Register Court, under the KRS number: 0000251430, having the following numbers NIP: 7010029670 and REGON: 140581505 and a share capital of PLN 14,650,000.00

By:	/s/ Phillip A. Rotman II
	Name:	Phillip A. Rotman II
	Title:	Attorney-in-fact


ADIENT POLAND SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ, a Polish company with its registered office in Świebodzin, at 78 Zachodnia, 66-200 Świebodzin, entered into the register of entrepreneurs of the National Court Register, maintained by the District Court in Zielona Góra, VIII Commercial Division of the National Register Court, under the number KRS: 0000013213, having the following numbers NIP: 9271756246 and REGON: 971291505 and a share capital of PLN 2,710,000.00

By:	/s/ Phillip A. Rotman II
	Name:	Phillip A. Rotman II
	Title:	Attorney-in-fact

Adient Seating UK Ltd

[Adient ABL — Amendment and Restatement Agreement]

By:    /s/ Phillip A. Rotman II
    Name: Phillip A. Rotman II
    Title: Director

Adient Properties UK Ltd

By:    /s/ Phillip A. Rotman II
    Name: Phillip A. Rotman II
    Title: Director

Adient Holding Germany Ltd

By:    /s/ Phillip A. Rotman II
    Name: Phillip A. Rotman II
    Title: Director

Adient Holding UK Ltd

By:    /s/ Phillip A. Rotman II
    Name: Phillip A. Rotman II
    Title: Director

Adient Financing Ltd

By:    /s/ Phillip A. Rotman II
    Name: Phillip A. Rotman II
    Title: Director

Adient Financing International Ltd

By:    /s/ Phillip A. Rotman II
    Name: Phillip A. Rotman II
    Title: Director

[Adient ABL — Amendment and Restatement Agreement]

Adient UK Financing Ltd

By:    /s/ Phillip A. Rotman II
    Name: Phillip A. Rotman II
    Title: Director

Adient UK Financing International Ltd

By:    /s/ Phillip A. Rotman II
    Name: Phillip A. Rotman II
    Title: Director

Adient Ltd

By:    /s/ Phillip A. Rotman II
    Name: Phillip A. Rotman II
    Title: Director

Adient UK Global Financing Ltd

By:    /s/ Phillip A. Rotman II
    Name: Phillip A. Rotman II
    Title: Director

[Adient ABL — Amendment and Restatement Agreement]

Adient Industries México S. de R.L. de C.V.

Adient Leasing 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 México 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.

as Mexican Obligors

By:    /s/ Phillip Allan Rotman II
    Name:    Phillip Allan Rotman II
    Title:    Attorney-in-fact

[Adient ABL — Amendment and Restatement Agreement]

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

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

[Adient ABL — Amendment and Restatement Agreement]

[Lender Signature Pages Omitted]

[Adient ABL — Amendment and Restatement Agreement]

ANNEX A

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

among

ADIENT US LLC, as Lead Borrower,
the Subsidiaries of Adient Global Holdings Ltd listed as Borrowers on the signature pages hereto,
as Borrowers, and
the Mexican Obligors

VARIOUS LENDERS AND ISSUING BANKS,

JPMORGAN CHASE BANK, N.A.,
as the Administrative Agent, the Collateral Agent and the Swingline Lender
_______________________________________

Dated as of November 2, 2022

JPMORGAN CHASE BANK, N.A.,
BANK OF AMERICA, N.A.,
BARCLAYS BANK PLC,

CITIBANK, N.A.
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

DEUTSCHE BANK SECURITIES INC.

and

MUFG BANK LTD.,
as Joint Lead Arrangers and Bookrunners and Co-Syndication Agents

CIBC BANK USA,

ING CAPITAL LLC,

KEYBANC CAPITAL MARKETS INC.,

TRUIST SECURITIES INC.

and

U.S. BANK NATIONAL ASSOCIATION,
as Co-Documentation Agents

TABLE OF CONTENTS

Page


ARTICLE I
Definitions and Accounting Terms
Section 1.01	Defined Terms	1
Section 1.02	Terms Generally and Certain Interpretive Provisions	97
Section 1.03	Exchange Rates; Currency Equivalent; Basket Calculations	97
Section 1.04	Additional Alternative Currencies	98
Section 1.05	Divisions	98
Section 1.06	Effectuation of the Transactions and the Amendment and Restatement Transactions	99
Section 1.07	Timing of Payment or Performance	99
Section 1.08	Interpretation (Germany)	99
Section 1.09	Joint and Several Liability	99
Section 1.10	Interest Rates; Benchmark Notification.	99
Section 1.11	Jersey Terms	100
Section 1.12	Spanish Terms	100
Section 1.13	Swedish Terms	101
Section 1.14	Luxembourg Terms	103
Section 1.15	Belgian Terms	104
Section 1.16	Polish Terms	105
Section 1.17	Mexican Terms	105
Section 1.18	Amendment and Restatement	106
ARTICLE II
Amount and Terms of Credit
Section 2.01	The Commitments	107
Section 2.02	Loans.	108
Section 2.03	Borrowing Procedure	110
Section 2.04	Evidence of Debt; Repayment of Loans.	111
Section 2.05	Fees.	112
Section 2.06	Interest on Loans.	113
Section 2.07	Termination and Reduction of Commitments.	114
Section 2.08	Interest Elections.	115
Section 2.09	Optional and Mandatory Prepayments of Loans.	116
Section 2.10	Payments Generally; Pro Rata Treatment; Sharing of Set‑offs.	121
Section 2.11	Defaulting Lenders.	122
Section 2.12	Swingline Loans.	123
Section 2.13	Letters of Credit.	125
Section 2.14	Settlement Amongst Lenders.	131
Section 2.15	Revolving Commitment Increase.	132
Section 2.16	Lead Borrower and Applicable Administrative Borrower	133
Section 2.17	Overadvances	134
Section 2.18	Protective Advances	135
Section 2.19	Extended Loans.	136
Section 2.20	MIRE Events	138
Section 2.21	Sustainability Targets.	138

[Adient ABL — Amendment and Restatement Agreement]


ARTICLE III
Yield Protection, Illegality and Replacement of Lenders
Section 3.01	Increased Costs, Illegality, etc.	139
Section 3.02	Compensation	140
Section 3.03	Change of Lending Office	140
Section 3.04	Replacement of Lenders	140
Section 3.05	Alternate Rate of Interest	141
ARTICLE IV
[Reserved]
ARTICLE V
Taxes
Section 5.01	Net Payments	144
Section 5.02	United Kingdom Tax Matters	148
ARTICLE VIA
Conditions Precedent to Credit Events on the Original Closing Date
Section 6A.01	Intercreditor Agreement	151
Section 6A.02	Notes	151
Section 6A.03	Representations and Warranties	151
Section 6A.04	No Default or Event of Default	151
Section 6A.05	Organizational Documents	151
Section 6A.06	Legal Opinion	153
Section 6A.07	Solvency Certificate	154
Section 6A.08	Collateral and Guarantee Requirement	154
Section 6A.09	Know Your Customer	154
Section 6A.10	Officer’s Certificate	154
Section 6A.11	Perfection Certificate	154
Section 6A.12	Lien Searches	154
Section 6A.13	Term Documents and First Lien Notes	155
Section 6A.14	Original Closing Date Refinancing	155
Section 6A.15	Fees and Expenses	155
Section 6A.16	Inventory Appraisal/Borrowing Base Certificate	155
Section 6A.17	Lender Loss Sharing Agreement	155
ARTICLE VIB
Conditions Precedent to Initial Credit Extension under the Spanish Subfacility
Section 6B.01	Loan Documents	156
Section 6B.02	Borrowing Base Certificate	156
Section 6B.03	Opinions of Counsel	156
Section 6B.04	Corporate Documents; Proceedings, etc	156
Section 6B.05	Reaffirmation by the Loan Parties	157
Section 6B.06	[Reserved]	157
Section 6B.07	Collateral and Guarantee Requirement	157
Section 6B.08	Approvals	157
Section 6B.09	[Reserved]	157
Section 6B.10	[Reserved]	157
Section 6B.11	Fees, etc	157

[Adient ABL — Amendment and Restatement Agreement]


Section 6B.12	Patriot Act	157
Section 6B.13	[Reserved]	157
Section 6B.14	Representations and Warranties	157
ARTICLE VIC
Conditions Precedent to Initial Credit Extension under German Subfacility
Section 6C.01	Loan Documents	158
Section 6C.02	Borrowing Base Certificate	158
Section 6C.03	Opinions of Counsel	158
Section 6C.04	Corporate Documents; Proceedings, etc	158
Section 6C.05	Inventory Requirements	158
Section 6C.06	Reaffirmation by the Loan Parties	158
Section 6C.07	Security Documents	159
Section 6C.08	Guarantee Agreement	159
Section 6C.09	[Reserved]	159
Section 6C.10	Patriot Act	159
Section 6C.11	Fees, etc	159
Section 6C.12	Representations and Warranties	159
ARTICLE VID
Conditions Precedent to Initial Credit Extension with respect to Eligible Accounts of Mexican Obligors
Section 6D.01	Loan Documents	159
Section 6D.02	Opinions of Counsel	159
Section 6D.03	Corporate Documents; Proceedings, etc	160
Section 6D.04	Reaffirmation by Loan Parties	160
Section 6D.05	Collateral and Guarantee Requirement	160
Section 6D.06	Borrowing Base Certificate	160
Section 6D.07	Fees, etc	160
Section 6D.08	Know-Your-Customer Documentation	160
Section 6D.09	Representations and Warranties	160
ARTICLE VIE
Conditions Precedent to Initial Credit Extension under the Polish Subfacility
ARTICLE VII
Conditions Precedent to All Credit Events
Section 7.01	Notice of Borrowing	161
Section 7.02	Availability	161
Section 7.03	No Default	161
Section 7.04	Representations and Warranties	161
ARTICLE VIII
Representations, Warranties and Agreements
Section 8.01	Organization; Powers	161
Section 8.02	Authorization	162
Section 8.03	Enforceability	162
Section 8.04	Governmental Approvals	162
Section 8.05	Financial Statements	163
Section 8.06	No Material Adverse Effect	163
Section 8.07	Title to Properties; Possession Under Leases; Flood Documentation	163

[Adient ABL — Amendment and Restatement Agreement]


Section 8.08	Subsidiaries.	163
Section 8.09	Litigation; Compliance with Law	163
Section 8.10	Federal Reserve Regulations	164
Section 8.11	Investment Company Act	164
Section 8.12	Use of Proceeds.	164
Section 8.13	Tax	164
Section 8.14	No Material Misstatements.	165
Section 8.15	Employee Benefit Plans	165
Section 8.16	Environmental Matters	165
Section 8.17	Security Documents.	166
Section 8.18	Solvency	167
Section 8.19	Labor Matters	167
Section 8.20	Insurance	168
Section 8.21	Intellectual Property; Licenses, Etc	168
Section 8.22	USA PATRIOT Act	168
Section 8.23	Anti-Corruption Laws and Sanctions	168
Section 8.24	Jersey Loan Parties.	168
Section 8.25	EEA Financial Institutions	169
Section 8.26	Beneficial Ownership Certificate	169
Section 8.27	Centre of Main Interests	169
Section 8.28	UK Pensions	169
Section 8.29	Ranking	169
Section 8.30	Borrowing Base Certificate	169
Section 8.31	Irish Pensions	169
ARTICLE IX
Affirmative Covenants
Section 9.01	Existence; Business and Properties.	169
Section 9.02	Insurance.	170
Section 9.03	Taxes	171
Section 9.04	Financial Statements, Reports, Etc	171
Section 9.05	Litigation and Other Notices	173
Section 9.06	Compliance with Laws	173
Section 9.07	Maintaining Records; Access to Properties and Inspections.	174
Section 9.08	Use of Proceeds	174
Section 9.09	Compliance with Environmental Laws	174
Section 9.10	Further Assurances; Additional Guarantors; Additional Security.	175
Section 9.11	Unrestricted Subsidiaries	179
Section 9.12	Post-Closing	179
Section 9.13	Maintenance of Ratings	179
Section 9.14	UK Pensions	179
Section 9.15	Centre of Main Interests	179
Section 9.16	People with Significant Control Regime	179
Section 9.17	Spanish “Pagarés” (Promissory Notes)	180
Section 9.18	Collateral Monitoring and Reporting.	180
Section 9.19	Financial Assistance	183

[Adient ABL — Amendment and Restatement Agreement]


Section 9.20	European Collateral	183
Section 9.21	Irish Pensions	183
Section 9.22	Undertaking to grant future Spanish Law Receivables Pledges	184
ARTICLE X
Negative Covenants
Section 10.01	Indebtedness	184
Section 10.02	Liens	188
Section 10.03	Limitations on Certificate of Incorporation, By-Laws and Certain Other Agreements, etc	192
Section 10.04	Investments, Loans and Advances	192
Section 10.05	Mergers, Consolidations, Sales of Assets and Acquisitions	196
Section 10.06	Restricted Payments	200
Section 10.07	Transactions with Affiliates.	201
Section 10.08	Business of Parent and the Subsidiaries; Etc	203
Section 10.09	Restrictions on Subsidiary Distributions and Negative Pledge Clauses	203
Section 10.10	Financial Covenant	205
Section 10.11	Fiscal Quarter and/or Fiscal Year	205
Section 10.12	Spanish “Pagarés” (Promissory Notes)	206
ARTICLE XI
Events of Default
Section 11.01	Events of Default	206
Section 11.02	Application of Funds	209
ARTICLE XII
The Administrative Agent
Section 12.01	Appointment and Authorization.	213
Section 12.02	Delegation of Duties	215
Section 12.03	Exculpatory Provisions	215
Section 12.04	Reliance by Administrative Agent	216
Section 12.05	No Other Duties, Etc	217
Section 12.06	Non-reliance on Administrative Agent and Other Lenders	217
Section 12.07	Indemnification by the Lenders	217
Section 12.08	Rights as a Lender	217
Section 12.09	Administrative Agent May File Proofs of Claim; Credit Bidding	217
Section 12.10	Resignation of the Agents.	218
Section 12.11	Collateral Matters and Guarantee Matters	219
Section 12.12	Bank Product Providers	220
Section 12.13	Withholding Taxes	220
Section 12.14	Acknowledgements of Lenders and Issuing Banks.	220
Section 12.15	Parallel Debt.	222
Section 12.16	Administration of Security granted pursuant to German Security Documents	222
Section 12.17	Belgian Security Documents	223
Section 12.18	Certain ERISA Matters.	223
Section 12.19	Posting of Communications.	224
ARTICLE XIII

[Adient ABL — Amendment and Restatement Agreement]


Miscellaneous
Section 13.01	Payment of Expenses, etc.	225
Section 13.02	Right of Set-off.	227
Section 13.03	Notices.	227
Section 13.04	Benefit of Agreement; Assignments; Participations, etc.	228
Section 13.05	No Waiver; Remedies Cumulative	231
Section 13.06	[Reserved].	231
Section 13.07	Distributable Reserves	231
Section 13.08	GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL; PROCESS AGENT.	231
Section 13.09	Counterparts	233
Section 13.10	[reserved].	233
Section 13.11	Headings Descriptive	233
Section 13.12	Amendment or Waiver; etc.	233
Section 13.13	Survival	235
Section 13.14	[Reserved]	235
Section 13.15	Confidentiality.	235
Section 13.16	USA Patriot Act Notice	236
Section 13.17	Restricted Lenders	236
Section 13.18	Release of Liens and Guarantees	237
Section 13.19	U.K. “Know Your Customer” Checks	239
Section 13.20	Waiver of Sovereign Immunity	239
Section 13.21	INTERCREDITOR AGREEMENT.	240
Section 13.22	Absence of Fiduciary Relationship	240
Section 13.23	Judgment Currency	240
Section 13.24	Electronic Execution of Assignments and Certain Other Documents	240
Section 13.25	Entire Agreement	241
Section 13.26	Appointment of Collateral Agent as Security Trustee	241
Section 13.27	Guarantee Limitations	245
Section 13.28	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	247
Section 13.29	Spanish Provisions Relating to Executive Proceedings.	248
Section 13.30	Luxembourg Law Provisions	249
Section 13.31	Ireland “Know Your Customer” Checks.	250
Section 13.32	Acknowledgement Regarding Any Supported QFCs	250

[Adient ABL — Amendment and Restatement Agreement]

SCHEDULE 1.01(A) Designated Account Debtors

SCHEDULE 1.01(B) Mortgaged Property

SCHEDULE 1.01(C) Existing Letters of Credit

SCHEDULE 2.01 Commitments

SCHEDULE 2.21 Sustainability Targets

SCHEDULE 8.04 Governmental Approvals

SCHEDULE 8.05 Financial Statements

SCHEDULE 8.08(a) Subsidiaries

SCHEDULE 8.08(b) Subscriptions

SCHEDULE 8.16 Environmental Matters

SCHEDULE 8.20 Insurance

SCHEDULE 8.21 Intellectual Property

SCHEDULE 9.12 Post-Closing Items

SCHEDULE 9.18 Deposit Accounts

SCHEDULE 10.01 Indebtedness

SCHEDULE 10.02(a) Liens

SCHEDULE 10.04 Investments

SCHEDULE 10.07 Transactions with Affiliates

SCHEDULE 13.03 Lender Addresses

EXHIBIT A-1 Form of Notice of Borrowing

EXHIBIT A-2 Form of Notice of Swingline Borrowing

EXHIBIT A-3 Form of Notice of Conversion/Continuation

EXHIBIT B-1 Form of Revolving Note

EXHIBIT B-2 Form of Swingline Note

EXHIBIT C-1 U.S. Tax Certificate (For Non-U.S. Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)

EXHIBIT C-2 U.S. Tax Certificate (For Non-U.S. Lenders that are Partnerships for U.S. Federal Income Tax Purposes)

EXHIBIT C-3 U.S. Tax Certificate (For Non-U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes)

EXHBIT C-4 U.S. Tax Certificate (For Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes)

EXHIBIT D Form of Notice of Secured Bank Product Provider

EXHIBIT E Form of Solvency Certificate

EXHIBIT F [Reserved]

EXHIBIT G Form of Perfection Certificate

EXHIBIT H [Reserved]

EXHIBIT I Form of U.S. Collateral Agreement

EXHIBIT J Form of Compliance Certificate

EXHIBIT K Form of Assignment and Assumption

EXHIBIT L Form of Intercreditor Agreement

[Adient ABL — Amendment and Restatement Agreement]

THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of November 2, 2022, among ADIENT US LLC, a Michigan limited liability company (“Adient” or the “Lead Borrower”), each of the other Borrowers (as hereinafter defined) party hereto, the Mexican Obligors (as hereinafter defined) party hereto from time to time, the Lenders (as hereinafter defined) party hereto from time to time, the Issuing Banks (as hereinafter defined) party hereto from time to time and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as the Administrative Agent, the Collateral Agent and the Swingline Lender. All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.

W I T N E S S E T H:

WHEREAS, the Lead Borrower is party to that certain Revolving Credit Agreement, dated as of May 6, 2019 (as amended, supplemented or modified prior to the date hereof, the “Existing Credit Agreement”), among the Lead Borrower, each of the other Borrowers party thereto, the Mexican Obligors party thereto from time to time, the Lenders party thereto from time to time, the Issuing Banks party thereto from time to time and JPMCB, as the Administrative Agent, the Collateral Agent and the Swingline Lender, pursuant to which the lenders thereunder have extended or committed to extend certain credit facilities to the Borrowers;

WHEREAS, the Lead Borrower has requested that the Existing Credit Agreement be amended and restated and in connection with such amendment and restatement that the Lenders extend credit in the form of the Revolving Loans in an aggregate principal amount at any time outstanding not to exceed $1,250,000,000, consisting of (x) a North American credit facility consisting of (i) a U.S. Revolving Subfacility in an aggregate principal amount at any time outstanding not to exceed $825,000,000 and (ii) a U.S. FILO Subfacility in an aggregate principal amount at any time outstanding not to exceed $125,000,000 and (y) a European Facility consisting of (i) a Belgian Subfacility in an aggregate principal amount at any time outstanding not to exceed $50,000,000, (ii) a German Subfacility in an aggregate principal amount at any time outstanding not to exceed $50,000,000, (iii) a Polish Subfacility in an aggregate principal amount at any time outstanding not to exceed $85,000,000, (iv) a Spanish Subfacility in an aggregate principal amount at any time outstanding not to exceed $75,000,000, (v) a Swedish Subfacility in an aggregate principal amount at any time outstanding not to exceed $130,000,000, and (vi) a U.K. Subfacility in an aggregate principal amount at any time outstanding not to exceed $125,000,000, (b) the Borrowers have requested that the Issuing Banks issue Letters of Credit under any Subfacility in an aggregate stated amount at any time outstanding not to exceed $150,000,000, and (c) the Borrowers have requested the Swingline Lender to extend credit under the European Facility in the form of Swingline Loans in an aggregate principal amount at any time outstanding not to exceed $30,000,000;

WHEREAS, the proceeds of the Revolving Loans will be used (i) to prepay in full all existing Revolving Loans (including accrued and unpaid interest, fees, expenses and other amounts related thereto, other than contingent obligations not then due and payable) outstanding under the Existing Credit Agreement on the Restatement Date, (ii) to pay fees, commissions and expenses in connection with the foregoing (clauses (i) and (ii) collectively, the “Restatement Date Refinancing”) and (iii) for general corporate purposes.

NOW, THEREFORE, the Lenders are willing to extend such credit to the Borrowers, the Swingline Lender is willing to make Swingline Loans to the European Borrowers and the Issuing Banks are willing to issue Letters of Credit for the account of the Borrowers on the terms and subject to the conditions set forth herein.

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“2024 Senior Notes” shall mean Adient Global Holdings Jersey’s 3.50% senior unsecured notes due 2024 issued on August 19, 2016 in an original aggregate principal amount of €1,000,000,000.

“2024 Springing Maturity Date” shall mean, May 16, 2024, which is the date that is ninety-one (91) days prior to the stated maturity date of the 2024 Senior Notes.

“2026 Senior Notes” shall mean Adient Global Holdings Jersey’s 4.875% senior unsecured notes due 2026 issued on August 19, 2016 in an original aggregate principal amount of $900,000,000.

“2026 Springing Maturity Date” shall mean, February 13, 2026, which is the date that is ninety-one (91) days prior to the stated maturity date of the 2026 Senior Notes.

[Adient ABL — Amendment and Restatement Agreement]

“ABL Collateral” shall have the meaning set forth in the Intercreditor Agreement.

“Account Debtor” shall mean any Person who may become obligated to another Person under, with respect to, or on account of, an Account.

“Accounts” shall mean all “accounts,” as such term is defined in the UCC as in effect on the Original Closing Date in the State of New York, in which any Person now or hereafter has rights and shall include all rights to payment for goods sold or leased, or for services rendered.

“Additional Intercreditor Agreement” shall have the meaning assigned that term in Section 12.11.

“Additional Mortgage” shall have the meaning assigned that term in Section 9.10(c).

“Additional Security Documents” shall mean each document relating to Collateral that is entered into pursuant to any Initial Security Agreement or Section 9.10.

“Adient Financial Luxembourg” shall mean Adient Financial Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office as of the Restatement Date at 35F, Avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS under number B-202852.

“Adient Global Holdings” shall mean 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, having its registered office as of the Restatement Date at 35F, Avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS under number B-214737.

“Adient Global Holdings Jersey” shall mean Adient Global Holdings Ltd, a limited public company incorporated in Jersey with registered number 121385.

“Adient Global Holdings Luxembourg” shall mean Adient Global Holdings Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office as of the Restatement Date at 35F, Avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS under number B-214747.

“Adient Interiors Holding EU” shall mean Adient Interiors Holding EU S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office as of the Restatement Date at 35F, Avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS under number B 189517.

“Adient Interiors Holding Luxembourg” shall mean Adient Interiors Holding Luxembourg SCS, a common limited partnership (société en commandite simple) organized and existing under the laws of the Grand Duchy of Luxembourg, having its registered office as of the Restatement Date at 8-10, Avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS under number B 195238.

“Adient Luxembourg Asia Holding” shall mean Adient Luxembourg Asia Holding S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office as of the Restatement Date at 35F, Avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS under number B-208006.

“Adient Luxembourg China Holding” shall mean Adient Luxembourg China Holding S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office as of the Restatement Date at 35F, Avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS under number B 208843.

“Adient Luxembourg Corporate Finance” shall mean Adient Luxembourg Corporate Finance S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office as of the Restatement Date at 35F, Avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS under number B 205554.

“Adient Luxembourg Global Finance” shall mean Adient Luxembourg Global Finance S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of

[Adient ABL — Amendment and Restatement Agreement]

Luxembourg, having its registered office as of the Restatement Date at 35F, Avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS under number B 204879.

“Adient Luxembourg Holding” shall mean Adient Luxembourg Holding S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office as of the Restatement Date at 35F, Avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS under number B-205550.

“Adient Luxembourg Poland Holding” shall mean Adient Luxembourg Poland Holding S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office as of the Restatement Date at 35F, Avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS under number B-204878.

“Adjusted Consolidated EBITDA” shall mean, with respect to Parent and the Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of Parent and the Subsidiaries for such period plus

(a) the sum of, without duplication, in each case, to the extent deducted in or otherwise reducing Consolidated Net Income for such period:

(i) provision for Taxes based on income, profits or capital (including state franchise Taxes and similar Taxes in the nature of income tax) of Parent and the Subsidiaries for such period and foreign withholding Taxes; plus

(ii) EBITDA Fixed Charges of Parent and the Subsidiaries for such period, to the extent that such EBITDA Fixed Charges were deducted in computing such Consolidated Net Income; plus

(iii) the consolidated depreciation and amortization expense of Parent and its Subsidiaries for such period (including amortization of intangibles, deferred financing fees, debt issuance costs, commissions, fees and expenses), to the extent such expenses were deducted in computing such Consolidated Net Income; plus

(iv) any other consolidated non-cash charges and expenses of Parent and its Subsidiaries for such period, to the extent that such consolidated non-cash charges or expenses were included in computing such Consolidated Net Income; provided that if any such non-cash charge or expense represents an accrual or reserve for anticipated cash charges or expenses in future period, the cash payment in respect thereof in such future period shall be subtracted from Adjusted Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period; plus

(v) any losses from foreign currency transactions (including losses related to currency remeasurements of Indebtedness) of Parent and its Subsidiaries for such period, to the extent that such losses were taken into account in computing such Consolidated Net Income; plus

(vi) losses in respect of post-retirement benefits of Parent and its Subsidiaries, as a result of the application of ASC 715, Compensation-Retirement Benefits, to the extent that such losses were deducted in computing such Consolidated Net Income; plus

(vii) any proceeds from business interruption insurance received by Parent or its Subsidiaries during such period, to the extent the associated losses arising out of the event that resulted in the payment of such business interruption insurance proceeds were included in computing Consolidated Net Income; plus

(viii) any fees and expenses related to a Qualified Securitization Transaction or a Qualified Receivables Facility, as applicable, to the extent such fees and expenses are included in computing Consolidated Net Income; plus

(ix) earn-out obligation expense incurred in connection with any acquisition or other Investment (including any acquisition or other investment consummated prior to the Original Closing Date) and paid or accrued during the applicable period; plus

[Adient ABL — Amendment and Restatement Agreement]

(x) losses attributable to, and payments of, legal settlements, fines, judgments or orders; plus

(xi) non-controlling or minority interest expense consisting of income attributable to third parties in respect of their Equity Interests in non-wholly owned Subsidiaries; plus

(xii) Parent and its Subsidiaries’ pro rata share, whether direct or indirect, of any dividends or distributions declared but not paid during such period by any joint venture entity in which Parent or any of its Subsidiaries has a direct or indirect interest (“Declared Dividends”); plus

(xiii) the amount of loss on sales of Securitization Assets to a Securitization Entity in connection with a Qualified Securitization Transaction or Receivables Assets in connection with a Qualified Receivables Facility, as applicable, to the extent included in computing Consolidated Net Income; minus

(b) the sum of, without duplication, in each case, to the extent added back in or otherwise increasing Consolidated Net Income for such period:

(i) the amount of any gain in respect of post-retirement benefits as a result of the application of ASC 715, to the extent such gains were taken into account in computing such Consolidated Net Income; plus

(ii) any gains from foreign currency transactions (including gains related to currency remeasurements of Indebtedness) of Parent and its Subsidiaries for such period, to the extent that such gains were taken into account in computing such Consolidated Net Income; plus

(iii) non-cash gains increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business and other than reversals of an accrual or reserve for a potential cash item that reduced Adjusted Consolidated EBITDA in any prior period; plus

(iv) on the last day of each fiscal year of Parent, the amount of Parent and its Subsidiaries’ pro rata share of Declared Dividends during such fiscal year that have not actually been received by Parent and its Subsidiaries, directly or indirectly, as of such date;

in each case, on a consolidated basis and determined in accordance with GAAP.

Notwithstanding the preceding, the provision for Taxes based on the income or profits of, the EBITDA Fixed Charges of, the depreciation and amortization and other non-cash expenses or non-cash items of and the restructuring charges or expenses of, a Subsidiary (other than any Wholly Owned Subsidiary) of Parent will be added to (or subtracted from, in the case of non-cash items described in clause (b) above) Consolidated Net Income to compute Adjusted Consolidated EBITDA, (A) in the same proportion that the Net Income of such Subsidiary was added to compute such Consolidated Net Income of Parent, and (B) only to the extent that a corresponding amount of the Net Income of such Subsidiary would be permitted at the date of determination to be dividended or distributed to Parent by such Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders or shareholders.

“Adjusted Daily Simple RFR” shall mean, with respect to any RFR Borrowing denominated in (i) Pounds Sterling, an interest rate per annum equal to (a) the Daily Simple RFR for Pounds Sterling, plus (b) 0.0326% and (ii) Dollars, an interest rate per annual equal to (a) the Daily Simple RFR for U.S. Dollars, plus (b) 0.10%; provided that if the Adjusted Daily Simple RFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Adjusted EURIBOR Rate” shall mean, with respect to any Term Benchmark Borrowing denominated in Euros for any Interest Period, an interest rate per annum equal to (a) the EURIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that if the Adjusted EURIBOR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Adjusted Term SOFR Rate” shall mean, with respect to any Term Benchmark Borrowing denominated in Dollars for any Interest Period, an interest rate per annum equal to (a) the Term SOFR for such Interest Period, plus

[Adient ABL — Amendment and Restatement Agreement]

(b) 0.10%; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Adjusted Term SOFR Rate Loan” shall mean a Loan made by the Lenders to the Borrowers which bears interest at a rate based on the Adjusted Term SOFR Rate. Adjusted Term SOFR Rate Loans must be denominated in U.S. Dollars.

“Adjustment Date” shall mean the first day of January, April, July and October of each fiscal year.

“Administrative Agent” shall mean JPMCB, in its capacity as the Administrative Agent for the Lenders hereunder, and shall include its branch offices and affiliates in any applicable jurisdiction and any successor to the Administrative Agent appointed pursuant to Section 12.10.

“Administrative Agent Fees” shall have the meaning provided in Section 2.05(b).

“Administrative Questionnaire” shall mean an administrative questionnaire in the form supplied by the Administrative Agent.

“Affected Financial Institution” shall mean (a) any EEA Financial Institution or (b) any U.K. Financial Institution.

“Affiliate” shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified; provided, however, that neither the Administrative Agent nor any Lender (nor any Affiliate thereof) shall be considered an Affiliate of the Lead Borrower or any subsidiary thereof as a result of this Agreement, the extensions of credit hereunder or its actions in connection therewith.

“Agents” shall mean the Administrative Agent, the Collateral Agent, any sub-agent or co-agent of either of the foregoing pursuant to the Loan Documents, the Lead Arrangers and the Co-Documentation Agents.

“Aggregate Borrowing Base” shall mean the sum of all of the Borrowing Bases (excluding (i) clause (d) of the definition of “Belgian Borrowing Base,” (ii) clause (d) of the definition of “German Borrowing Base,” (iii) clause (c) of the definition of “Polish Borrowing Base,” (iv) clause (c) of the definition of “Spanish Borrowing Base,” (v) clause (c) of the definition of “Swedish Borrowing Base” and (vi) clause (d) of the definition of “U.K. Borrowing Base”).

The Aggregate Borrowing Base or any component thereof at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 6A.16 or Section 9.18(a), as applicable.

The Administrative Agent shall (i) promptly notify the Lead Borrower in writing (including via e-mail) whenever it determines that a Borrowing Base as of any specified date set forth on a Borrowing Base Certificate differs from such Borrowing Base as determined by the Administrative Agent for such date, (ii) discuss the basis for any such deviation and any changes proposed by the Lead Borrower, including the reasons for any impositions of or changes in Reserves (in the Administrative Agent’s Permitted Discretion and subject to the definition thereof) or eligibility criteria, with the Lead Borrower, (iii) consider, in the exercise of its Permitted Discretion, any additional factual information provided by the Lead Borrower relating to the determination of such Borrowing Base and (iv) promptly notify the Lead Borrower of its decision with respect to any changes proposed by the Lead Borrower. Pending a decision by the Administrative Agent to make any requested change, the initial determination of such Borrowing Base by the Administrative Agent shall continue to constitute such Borrowing Base.

“Aggregate Commitments” shall mean, at any time, the aggregate amount of the European Revolving Commitments, the U.S. Revolving Commitments and the U.S. FILO Revolving Commitments of all Lenders.

“Aggregate Exposures” shall mean, at any time, the sum of (a) the aggregate Outstanding Amount of all Loans plus (b) the LC Exposure, each determined at such time.

“Agreed Currencies” shall mean Dollars and each Alternative Currency.

“Agreement” shall mean this Amended and Restated Revolving Credit Agreement, as may be amended, restated, amended and restated, modified, supplemented, extended or renewed from time to time.

[Adient ABL — Amendment and Restatement Agreement]

“Alternative Currency” shall mean, (i) with respect to the Belgian Subfacility, the German Subfacility, the Polish Subfacility and the Spanish Subfacility, Euros, (ii) with respect to the Swedish Revolving Loans, Euros and Swedish Krona, (iii) with respect to the U.K. Subfacility, Euros and Pounds Sterling and (iv) with respect to Letters of Credit, Euros, Swedish Krona and Pounds Sterling, in each case (including in the case of the U.S. Revolving Subfacility and the U.S. FILO Subfacility), together with each other currency (other than U.S. Dollars) that is approved in accordance with Section 1.04.

“Amendment and Restatement Agreement” shall mean that certain Amendment and Restatement Agreement, dated as of November 2, 2022, among the Lead Borrower, each of the other Borrowers party thereto, the Mexican Obligors party thereto, the Lenders party thereto, the Issuing Banks party thereto and JPMCB, as the Administrative Agent, the Collateral Agent and the Swingline Lender.

“Amendment and Restatement Transaction Expenses” shall have the meaning assigned to such term in the definition of “Amendment and Restatement Transactions.”

“Amendment and Restatement Transactions” shall mean (i) the entering into of the Amendment and Restatement Agreement, the initial borrowing under this Agreement (if any) and the issuance of any Letters of Credit (if any) on the Restatement Date, (ii) the consummation of the Restatement Date Refinancing on the Restatement Date and (iii) the payment of fees and expenses and other costs incurred in connection with the foregoing (the “Amendment and Restatement Transaction Expenses”).

“Anti-Corruption Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to Parent or any of its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Applicable Administrative Borrower” shall mean, (i) with respect to each Subfacility, the Lead Borrower and (ii) (a) with respect to the Belgian Subfacility, the Belgian Parent Borrower, (b) with respect to the German Subfacility, the German Parent Borrower, (c) with respect to the Polish Subfacility, the Polish Parent Borrower, (d) with respect to the Spanish Subfacility, the Spanish Parent Borrower, (e) with respect to the Swedish Subfacility, the Swedish Parent Borrower and (f) with respect to the U.K. Subfacility, the U.K. Parent Borrower.

“Applicable Margin” shall mean, with respect to any Type of Revolving Loan, other than a U.S. FILO Loan, the per annum margin set forth below, as determined by the Average Global Availability as of the most recent Adjustment Date:


Level	Average Global Availability (percentage of the Line Cap)	Base Rate Loans	Adjusted Term SOFR Rate Loans, Term Benchmark Loans, EURIBOR Rate Loans, RFR Loans, CBR Loans and STIBO Rate Loans
I	> 66%	0.50%	1.50%
II	> 33% < 66%	0.75%	1.75%
III	< 33%	1.00%	2.00%

The Applicable Margin with respect to any Type of U.S. FILO Loan shall be the per annum margin set forth below, as determined by the Average Global Availability as of the most recent Adjustment Date:

[Adient ABL — Amendment and Restatement Agreement]


Level	Average Global Availability (percentage of the Line Cap)	Base Rate Loans	Adjusted Term SOFR Rate Loans, Term Benchmark Loans, EURIBOR Rate Loans, RFR Loans, CBR Loans and STIBO Rate Loans
I	> 66%	1.25%	2.25%
II	> 33% < 66%	1.50%	2.50%
III	< 33%	1.75%	2.75%

Until the first Adjustment Date occurring after completion of the first full fiscal quarter of the Lead Borrower after the Original Closing Date, the Applicable Margin shall be determined as if Level I were applicable. Thereafter, the Applicable Margin shall be subject to increase or decrease on the first Business Day of each fiscal quarter based on Average Global Availability, and each such increase or decrease in the Applicable Margin shall be effective on the Adjustment Date occurring immediately after the last day of the fiscal quarter most recently ended.

“Applicable Time” shall mean, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the applicable Issuing Bank, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment and, in the case of Notice of Borrowings and payments by Borrowers, notified in writing to the Lead Borrower. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account of the Administrative Agent.

“Approved Fund” shall mean any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) an existing Lender, (b) an Affiliate of an existing Lender or (c) an entity or an Affiliate of an entity that administers or manages an existing Lender.

“Asset Sale” shall mean (x) any Disposition (including any sale and lease-back of assets and any mortgage or lease of Real Property) to any person of, any asset or assets of Parent or any Subsidiary and (y) any sale of any Equity Interests by any Subsidiary to a person other than Parent or a Subsidiary.

“Assignment and Assumption” shall mean an Assignment and Assumption substantially in the form of Exhibit K (appropriately completed) or such other form as shall be acceptable to the Administrative Agent and the Lead Borrower (such approval by the Lead Borrower not to be unreasonably withheld, delayed or conditioned).

“Attributable Receivables Indebtedness” shall mean the principal amount of Indebtedness (other than any Indebtedness subordinated in right of payment owing by a Receivables Entity to a Receivables Seller or a Receivables Seller to another Receivables Seller in connection with the transfer, sale and/or pledge of Permitted Receivables Facility Assets) which (i) if a Qualified Receivables Facility is structured as a secured lending agreement or other similar agreement, constitutes the principal amount of such Indebtedness or (ii) if a Qualified Receivables Facility is structured as a purchase agreement or other similar agreement, would be outstanding at such time under such Qualified Receivables Facility if the same were structured as a secured lending agreement rather than a purchase agreement or such other similar agreement.

“Available Tenor” shall mean, as of any date of determination and with respect to the then-current Benchmark for any Agreed Currency, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (f) of Section 3.05.

[Adient ABL — Amendment and Restatement Agreement]

“Availability Conditions” shall be deemed satisfied only if:

(a) with respect to the Belgian Subfacility, each Lender’s Belgian Revolving Exposure does not exceed such Lender’s Belgian Revolving Commitment;

(b) with respect to the German Subfacility, each Lender’s German Revolving Exposure does not exceed such Lender’s German Revolving Commitment;

(c) with respect to the Polish Subfacility, each Lender’s Polish Revolving Exposure does not exceed such Lender’s Polish Revolving Commitment;

(d) with respect to the Spanish Subfacility, each Lender’s Spanish Revolving Exposure does not exceed such Lender’s Spanish Revolving Commitment;

(e) with respect to the Swedish Subfacility, each Lender’s Swedish Revolving Exposure does not exceed such Lender’s Swedish Revolving Commitment;

(f) with respect to the U.K. Subfacility, each Lender’s U.K. Revolving Exposure does not exceed such Lender’s U.K. Revolving Commitment;

(g) with respect to the U.S. FILO Subfacility, each Lender’s U.S. FILO Revolving Exposure does not exceed such Lender’s U.S. FILO Revolving Commitment;

(h) with respect to the European Facility, each Lender’s European Revolving Exposure does not exceed such Lender’s European Revolving Commitment;

(i) with respect to the European Facility, each Lender’s U.S. Revolving Exposure does not exceed such Lender’s U.S. Revolving Commitment;

(j) with respect to the U.S. Revolving Subfacility, (A) the sum of (i) the aggregate U.S. Revolving Exposure of all Lenders plus (ii) the aggregate Belgian Revolving Exposure in respect of Belgian Revolving Loans made to the Belgian Borrowers in reliance on clause (d) of the definition of “Belgian Borrowing Base” plus (iii) the aggregate German Revolving Exposure in respect of German Revolving Loans made to the German Borrowers in reliance on clause (d) of the definition of “German Borrowing Base” plus (iv) the aggregate Polish Revolving Exposure in respect of Polish Revolving Loans made to the Polish Borrowers in reliance on clause (c) of the definition of “Polish Borrowing Base” plus (v) the aggregate Spanish Revolving Exposure in respect of Spanish Revolving Loans made to the Spanish Borrowers in reliance on clause (c) of the definition of “Spanish Borrowing Base” plus (vi) the aggregate Swedish Revolving Exposure in respect of Swedish Revolving Loans made to the Swedish Borrowers in reliance on clause (c) of the definition of “Swedish Borrowing Base” plus (vii) the aggregate U.K. Revolving Exposure in respect of U.K. Revolving Loans made to the U.K. Borrowers in reliance on clause (d) of the definition of “U.K. Borrowing Base”, does not exceed (B) the U.S. Revolving Line Cap then in effect;

(k) with respect to the Belgian Subfacility, the aggregate Belgian Revolving Exposure of any Belgian Borrower does not exceed the Belgian Line Cap on a per-Borrower basis;

(l) with respect to the German Subfacility, the aggregate German Revolving Exposure of any German Borrower does not exceed the German Line Cap on a per-Borrower basis;

(m) with respect to the Polish Subfacility, the aggregate Polish Revolving Exposure of any Polish Borrower does not exceed its Polish Line Cap on a per-Borrower basis;

(n) with respect to the Spanish Subfacility, the aggregate Spanish Revolving Exposure of any Spanish Borrower does not exceed its Spanish Line Cap on a per-Borrower basis;

(o) with respect to the Swedish Subfacility, the aggregate Swedish Revolving Exposure of any Swedish Borrower does not exceed its Swedish Line Cap on a per-Borrower basis;

(p) with respect to the U.K. Subfacility, the aggregate U.K. Revolving Exposure of any U.K. Borrower does not exceed its U.K. Line Cap on a per-Borrower basis;

[Adient ABL — Amendment and Restatement Agreement]

(q) with respect to the U.S. FILO Subfacility, the aggregate U.S. FILO Revolving Exposure does not exceed the U.S. FILO Line Cap;

(r) with respect to the European Facility, the aggregate European Revolving Exposure does not exceed the European Line Cap;

(s) with respect to the U.S. Revolving Subfacility, the aggregate U.S. Revolving Exposure does not exceed the U.S. Revolving Line Cap; and

(t) with respect to the Subfacilities, the Aggregate Exposure of all Lenders does not exceed the Line Cap.

“Average Global Availability” shall mean at any Adjustment Date, the average daily Global Availability for the fiscal quarter immediately preceding such Adjustment Date.

“Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” shall mean (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank Product” shall mean any of the following products, services or facilities extended to Parent or any of its Subsidiaries: (a) Cash Management Services; (b) products under Swap Contracts; (c) commercial credit card, purchase card and merchant card services; (d) Supply Chain Financings and (e) other banking products or services (including, without limitation, demand lines of credit) as may be requested by Parent or any of its Subsidiaries, other than Letters of Credit issued pursuant to the provisions of Section 2.13 by the Administrative Agent or any Issuing Bank.

“Bank Product Debt” shall mean Indebtedness and other obligations of a Borrower or any of its Subsidiaries relating to Bank Products.

“Bank Product Reserve” shall mean the aggregate amount of reserves established by the Administrative Agent from time to time in its Permitted Discretion in respect of Secured Bank Product Obligations (which shall at all times include a reserve for the maximum amount of all Noticed Hedges outstanding at that time).

“Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, and any successor thereto.

“Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) the Adjusted Term SOFR Rate for a one month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1%; provided that for the purpose of this definition, the Adjusted Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology); provided further that with respect to Swingline Loans, the “Base Rate” shall be determined without regard to clauses (a) and (b) above. Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate, respectively. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.05 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 3.05(b)), then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.

[Adient ABL — Amendment and Restatement Agreement]

“Base Rate Loan” shall mean each Revolving Loan which is designated or deemed designated as a Revolving Loan bearing interest at the Base Rate by the Applicable Administrative Borrower at the time of the incurrence thereof or conversion thereto. All Base Rate Loans shall be denominated in U.S. Dollars.

“Belgian Borrowers” shall mean the Belgian Parent Borrower and each Belgian Subsidiary Borrower.

“Belgian Borrowing Base” shall mean, at any time of calculation, in respect of each Belgian Borrower, an amount equal to the sum of, without duplication:

(a) the book value of Eligible Billed Accounts of such Belgian Borrower multiplied by the advance rate of 85%; plus

(b) the book value of Eligible Unbilled Accounts of such Belgian Borrower multiplied by the advance rate of 80%; plus

(c) the lesser of (i) the Cost of Eligible Inventory of such Belgian Borrower multiplied by the advance rate of 75% and (ii) the appraised NOLV Percentage of Eligible Inventory of such Belgian Borrower multiplied by the advance rate of 85%; plus

(d) the positive amount, if any, by which the U.S. Revolving Line Cap exceeds the total U.S. Revolving Exposure of all Lenders; minus

(e) Reserves established from time to time by the Administrative Agent in accordance herewith.

“Belgian Collateral” shall mean all property (whether real, personal or otherwise) with respect to which any security interests have been granted (or purported to be granted) by the Belgian Loan Parties or will be granted by the Belgian Loan Parties in accordance with the requirements set forth in Section 6A.08, Section 9.10 or Section 9.12.

“Belgian Guarantor” shall mean each Belgian Subsidiary that is not a Belgian Borrower that is on the Restatement Date, or which becomes, a party to the Guarantee Agreement in accordance with the requirements of this Agreement or the provisions of such Guarantee Agreement.

“Belgian Insolvency Act” shall mean Book XX (Insolvency of Undertakings) of the Belgian Code of Economic Law.

“Belgian Law Bank Accounts Pledge Agreement” shall mean a Belgian law governed bank accounts pledge agreement, dated as of the Original Closing Date, among the Belgian Loan Parties and the Collateral Agent, as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Belgian Law Moveable Assets Agreement” shall mean a Belgian law governed moveable assets agreement, dated as of the Original Closing Date, among the Belgian Loan Parties and the Collateral Agent, as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Belgian Law Receivables Pledge Agreement” shall mean a Belgian law governed receivables pledge agreement, dated as of the Original Closing Date, among the Belgian Loan Parties and the Collateral Agent, as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Belgian Law Share Pledge Agreement” shall mean a Belgian law governed share pledge agreement, dated as of the Original Closing Date, among Adient Global Holdings Jersey and the Collateral Agent, as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Belgian Line Cap” shall mean, with respect to each Belgian Borrower, an amount that is equal to the lesser of (a) the Belgian Revolving Sublimit and (b) the then applicable Belgian Borrowing Base of such Belgian Borrower.

“Belgian Loan Party” shall mean each Belgian Borrower and each other Belgian Guarantor.

“Belgian Parent Borrower” shall mean Adient Belgium BV, a private limited liability company (besloten vennootschap /société à responsabilité limitée) organized and existing under Belgian law, having its registered

[Adient ABL — Amendment and Restatement Agreement]

office at Paul Christiaenstraat 1, 9960 Assenede and registered under company number 0437.456.835 RLP Ghent, division Ghent.

“Belgian Protective Advances” shall have the meaning provided in Section 2.18.

“Belgian Revolving Borrowing” shall mean a Borrowing comprised of Belgian Revolving Loans.

“Belgian Revolving Commitment” shall mean, with respect to each European Revolving Lender, the commitment of such European Revolving Lender to make Belgian Revolving Loans hereunder up to the amount of such European Revolving Lender’s European Pro Rata Percentage of the Belgian Revolving Sublimit; provided that such European Revolving Lender’s European Revolving Exposure does not exceed its European Revolving Commitment.

“Belgian Revolving Exposure” shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Belgian Revolving Loans of such Lender, plus the aggregate amount of such Lender’s Swingline Exposure under the Belgian Subfacility, plus the aggregate amount of such Lender’s European LC Exposure in respect of Letters of Credit issued for a Belgian Borrower.

“Belgian Revolving Loans” shall mean advances made pursuant to Article 2 hereof under the Belgian Subfacility and may constitute Belgian Revolving Loans and Swingline Loans under the Belgian Subfacility.

“Belgian Revolving Sublimit” shall mean $50,000,000.

“Belgian Security Documents” shall mean the Initial Belgian Security Agreements, each Deposit Account Control Agreement, and, after the execution and delivery thereof, each Additional Security Document governed by Belgian law, together with any other applicable security documents governed by Belgian law from time to time, such as a deed and any other related documents, bonds, debentures or pledge agreements as may be required to perfect a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

“Belgian Subfacility” shall mean the Belgian Revolving Commitments of the Lenders and the Loans and European LC Credit Extensions pursuant to those Commitments in accordance with the terms hereof.

“Belgian Subsidiary” shall mean any Subsidiary of the Parent that is incorporated, formed or otherwise organized under the laws of Belgium.

“Belgian Subsidiary Borrowers” shall mean any entity executing this Agreement as a “Belgian Subsidiary Borrower,” and each other Belgian Subsidiary that is or becomes a party to this Agreement as a Borrower after the Restatement Date pursuant to Section 9.10(g) or otherwise.

“Benchmark” shall mean, initially, with respect to any (i) RFR Loan in any Agreed Currency, the applicable Relevant Rate for such Agreed Currency or (ii) Term Benchmark Loan, the Relevant Rate for such Agreed Currency; provided that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for such Agreed Currency, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 3.05.

“Benchmark Replacement” shall mean, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in an Alternative Currency, “Benchmark Replacement” shall mean the alternative set forth in (2) below:

(1) in the case of any Loan denominated in Dollars, the Adjusted Daily Simple RFR for Dollars; or

(2) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in the applicable Agreed Currency at such time in the United States and (b) the related Benchmark Replacement Adjustment;

[Adient ABL — Amendment and Restatement Agreement]

If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” shall mean, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Agreed Currency at such time.

“Benchmark Replacement Conforming Changes” shall mean, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “RFR Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” shall mean, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” shall mean, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

[Adient ABL — Amendment and Restatement Agreement]

(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, the central bank for the Agreed Currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” shall mean, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.05 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.05.

“Beneficial Ownership Certification” shall mean a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” shall mean 31 C.F.R. § 1010.230.

“BHC Act Affiliate” of a party shall mean an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

“Borrowers” shall mean the U.S. Borrowers, the Belgian Borrowers, the German Borrowers, the Polish Borrowers, the Spanish Borrowers, the Swedish Borrowers and the U.K. Borrowers.

“Borrowing” shall mean the borrowing of the same Type, Class and in the same currency, of Revolving Loan by the Borrowers from all the Lenders having Commitments under the applicable Subfacility on a given date (or resulting from a conversion or conversions on such date), having, in the case of Adjusted Term SOFR Rate Loans, EURIBOR Rate Loans, RFR Loans or STIBO Rate Loans, the same Interest Period; provided that Base Rate Loans incurred pursuant to Section 3.01 shall be considered part of the related Borrowing of Term Benchmark Loans.

“Borrowing Base” shall mean any of the U.S. Revolving Borrowing Base, the Belgian Borrowing Bases, the German Borrowing Bases, the Polish Borrowing Bases, the Spanish Borrowing Bases, the Swedish Borrowing Bases, the U.K. Borrowing Bases and the U.S. FILO Borrowing Base, as applicable.

“Borrowing Base Certificate” shall mean a certificate of a Responsible Officer of the Lead Borrower in form and substance reasonably satisfactory to the Administrative Agent.

“Budget” shall have the meaning assigned to such term in Section 9.04(e).

“Business Day” shall mean any day that is any day except Saturday, Sunday and any day which shall be in New York City a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close in New York City, and (A) in connection with Loans under the German Subfacility, any day except Saturday, Sunday and any day which shall be in Frankfurt a legal holiday or a day on which banking

[Adient ABL — Amendment and Restatement Agreement]

institutions are authorized or required by law or other government action to close in Frankfurt, (B) in connection with Loans under the European Facility, any day except Saturday, Sunday and any day which shall be in London a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close in London, (C) if such day relates to (x) any Loans denominated in Euros, (y) payment or purchase of Euros or (z) the calculation or computation of the EURIBOR Rate, any day on which TARGET2 payment system is open for the settlement of payments in Euros, (D) if such day relates to (x) any Loans denominated in Pounds Sterling or (y) payment or purchase of Pounds Sterling, any day that is only an RFR Business Day, (E) if such day related to (x) any Loans denominated in Swedish Krona or (y) payment or purchase of Swedish Krona, any day except Saturday, Sunday and any day which shall be in Stockholm a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close in Stockholm and (F) with respect to all notices and determinations in connection with, and payments of principal and interest on, Term Benchmark Loans, any day which is a Business Day which is also a U.S. Government Securities Business Day or the principal financial center of such Alternative Currency.

“Capital Expenditures” shall mean, with respect to any Person, all expenditures by such Person which are required to be capitalized in accordance with U.S. GAAP and, without duplication, the amount of Capitalized Lease Obligations incurred by such Person; provided that Capital Expenditures shall not include (i) the purchase price paid in connection with a Permitted Acquisition, (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for such existing equipment being traded in at such time, (iii) expenditures made in leasehold improvements, to the extent reimbursed by the landlord, (iv) expenditures to the extent that they are actually paid for by any Person other than a Loan Party or any of its Subsidiaries and for which no Loan Party or any of its Subsidiaries has provided or is required to provide or incur, directly or indirectly, any consideration or monetary obligation to such third party or any other Person (whether before, during or after such period) and (v) property, plant and equipment taken in settlement of accounts.

“Capitalized Lease Obligations” shall mean an obligation that is required to be accounted for as a financing or capital lease (and, for the avoidance of doubt, not a straight-line or operating lease) on both the balance sheet and income statement for financial reporting purposes in accordance with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” and the stated maturity date thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Cash Collateralize” shall mean to pledge and deposit with or deliver to the Administrative Agent for deposit into the LC Collateral Account, for the benefit of the Administrative Agent, the Issuing Banks or the Swingline Lenders (as applicable) and the Lenders, cash as collateral for the LC Exposure, Obligations in respect of Swingline Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash in accordance with Section 2.13(j).

“Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” shall mean:

(i) U.S. Dollars, Canadian dollars, Pounds Sterling, Euros, the national currency of any participating member state of the European Union or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

(ii) readily marketable direct obligations of any member of the European Economic Area, Switzerland, or Japan, or any agency or instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of such country, and, at the time of acquisition thereof, having a credit rating of at least Aa3 (or the equivalent grade) by Moody’s or AA- by S&P;

(iii) marketable general obligations issued by any state of the United States or any political subdivision thereof or any instrumentality thereof that are guaranteed by the full faith and credit of such state, and, at the time of acquisition thereof, having a credit rating of at least Aa3 (or the equivalent grade) by Moody’s or AA- by S&P;

(iv) securities or any other evidence of Indebtedness or readily marketable direct obligations issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities), in such case having maturities of not more than twelve (12) months from the date of acquisition;

[Adient ABL — Amendment and Restatement Agreement]

(v) certificates of deposit and eurodollar time deposits with maturities of twenty-four (24) months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding twenty-four (24) months and overnight bank deposits, in each case, with any Lender party to this Agreement or any commercial bank or trust company having, or which is the principal banking subsidiary of a bank holding company having, a long-term unsecured debt rating of at least “A” or the equivalent thereof from S&P or “A2” or the equivalent thereof from Moody’s;

(vi) repurchase obligations with a term of not more than thirty (30) days for underlying securities of the types described in clauses (iv) and (v) above entered into with any financial institution meeting the qualifications specified in clause (v) above;

(vii) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within twenty-four (24) months after the date of acquisition;

(viii) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (i) through (vii) of this definition; and

(ix) Indebtedness or preferred stock issued by Person having a credit rating of at least A-2 (or the equivalent grade) by Moody’s or A by S&P, maturing within twenty-four (24) months after the date of acquisition.

“Cash Management Services” shall mean any services provided from time to time to any Borrower or any of its Subsidiaries in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services.

“CBR Loan” shall mean a Loan that bears interest at a rate determined by reference to the Central Bank Rate.

“CBR Spread” shall mean the Applicable Margin, applicable to such Loan that is replaced by a CBR Loan.

“Central Bank Rate” shall mean, the greater of (i) (A) for any Loan denominated in (a) Pounds Sterling, the Bank of England (or any successor thereto)’s “Bank Rate” as published by the Bank of England (or any successor thereto) from time to time, (b) Euros, one of the following three rates as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time, (c) Swedish Krona, the Swedish Riksbank’s (or any successor’s thereto) “repo rate” (Sw. reporänta) as published by the Swedish Riksbank (or any successor thereto) from time to time and in effect on such day and (d) any other Alternative Currency determined after the Restatement Date, a central bank rate as determined by the Administrative Agent in its reasonable discretion plus (B) the applicable Central Bank Rate Adjustment and (ii) the Floor.

“Central Bank Rate Adjustment” shall mean, for any day, for any Loan denominated in (a) Euro, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the Adjusted EURIBOR Rate for the five most recent Business Days preceding such day for which the EURIBO Screen Rate was available (excluding, from such averaging, the highest and the lowest Adjusted EURIBOR Rate applicable during such period of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day in such period, (b) Pounds Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of Adjusted Daily Simple RFR for Borrowings denominated in Pounds Sterling for the five most recent RFR Business Days preceding such day for which such Adjusted Daily Simple RFR was available (excluding, from such averaging, the highest and the lowest such Adjusted Daily Simple RFR applicable during such period of five RFR Business Days) minus (ii) the Central Bank Rate in respect of Pounds Sterling in effect on the last RFR Business Day in such period, (c) Swedish Krona, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the STIBO Rate for the five most recent Business Days preceding such day for which the STIBO Screen Rate was available (excluding, from such averaging, the highest and the lowest STIBO Rate applicable during such period of five Business Days) minus (ii) the Central Bank Rate in respect of Swedish Krona in effect on the last Business Day in such period and (d) any other Alternative Currency determined after the Restatement Date, a Central Bank Rate Adjustment as determined by the Administrative Agent in its reasonable discretion. For purposes of this definition, (x) the term Central Bank Rate shall be determined

[Adient ABL — Amendment and Restatement Agreement]

disregarding clause (B) of the definition of such term and (y) each of the EURIBOR Rate or the STIBO Rate on any day shall be based on the EURIBO Screen Rate or the STIBO Screen Rate on such day at approximately the time referred to in the definition of such term for deposits in the applicable Agreed Currency for a maturity of one month.

“CFC” shall mean a “controlled foreign corporation” within the meaning of section 957(a) of the Code.

“Change in Law” shall mean (a) the adoption or taking effect of any law, rule, regulation or treaty after the Restatement Date, (b) any change in law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority after the Restatement Date or (c) compliance by any Lender, Issuing Bank or Swingline Lender (or, for purposes of Section 3.01(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any written request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Restatement Date; provided, however, that notwithstanding anything herein to the contrary, (x) all requests, rules, guidelines or directives under or issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act, all interpretations and applications thereof and any compliance by a Lender with any request or directive relating thereto and (y) all requests, rules, guidelines or directives promulgated under or in connection with, all interpretations and applications of, and any compliance by a Lender, Issuing Bank or Swingline Lender with any request or directive relating to the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case pursuant to Basel III (including the relevant provisions of CRR), shall in each case under clauses (x) and (y) above be deemed to be a “Change in Law” regardless of when adopted, enacted, issued or implemented but, for purposes of Section 2.15, only to the extent it is the general policy of a Lender, Issuing Bank or Swingline Lender, as applicable, to impose applicable increased costs or costs in connection with capital adequacy requirements similar to those described in clauses (b) and (c) of Section 3.01 generally on other similarly situated borrowers under similar circumstances under agreements permitting such impositions.

“Change of Control” shall mean (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any “person” or “group” (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the Restatement Date, but excluding any employee benefit plan and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) or any person or group of persons acting in concert of Equity Interests representing more than 50% of the aggregate ordinary voting power for the election of directors of Parent (determined on a fully diluted basis); (b) the sale, lease or transfer (other than by way of merger, consolidation or other business combination transaction), in one or a series of related transactions, of all or substantially all of the assets of Parent and its Subsidiaries, taken as a whole, to any person, other than Parent or any of its Subsidiaries; or (c) Parent shall cease, directly or indirectly, to own and control legally and beneficially all of the Equity Interests in the Lead Borrower or, except as otherwise permitted by this Agreement, any other Borrower.

“Chattel Paper” shall have the meaning provided in Article 9 of the UCC.

“Class,” (a) when used with respect to Lenders, refers to whether such Lender has a Loan, Protective Advance or Commitment with respect to the U.S. Revolving Subfacility, the U.S. FILO Subfacility, the Belgian Subfacility, the German Subfacility, the Polish Subfacility, the Swedish Subfacility, the Spanish Subfacility, or the U.K. Subfacility, (b) when used with respect to Commitments, refers to whether such Commitments are the U.S. Revolving Commitments, the U.S. FILO Revolving Commitments, the Belgian Revolving Commitments, the German Revolving Commitments, the Polish Revolving Commitments, the Spanish Revolving Commitments, the Swedish Revolving Commitments or the U.K. Revolving Commitments and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Loans under the U.S. Revolving Subfacility, Loans under the U.S. FILO Subfacility, Loans under the Belgian Subfacility, Loans under the German Subfacility, Loans under the Polish Subfacility, Loans under the Swedish Subfacility, Loans under the Spanish Subfacility, Loans under the U.K. Subfacility or Protective Advances under the U.S. Revolving Subfacility, the U.S. FILO Subfacility, the Belgian Subfacility, the German Subfacility, the Polish Subfacility, the Swedish Subfacility, the Spanish Subfacility, or the U.K. Subfacility.

“CME Term SOFR Administrator” shall mean CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).

“Co-Documentation Agents” shall mean CIBC Bank USA, ING Capital LLC, Keybanc Capital Markets Inc., Truist Securities Inc. and U.S. Bank National Association, in their capacities as syndication agent for this Agreement.

[Adient ABL — Amendment and Restatement Agreement]

“Co-Syndication Agents” shall mean JPMorgan Chase Bank, N.A., Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Crédit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc. and MUFG Bank Ltd., in their capacities as co-documentation agents under this Agreement.

“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Collateral” shall mean, collectively, the U.S. Collateral, the Mexican Collateral, the Irish Collateral, the Jersey Collateral, the Luxembourg Collateral and the European Collateral.

“Collateral Agent” shall mean JPMCB, in its capacity as Collateral Agent for the Secured Parties, and shall include its branch offices and affiliates in any applicable jurisdiction and any successor to the Collateral Agent appointed pursuant to Section 12.10.

“Collateral and Guarantee Requirement” shall mean the requirement that (in each case, subject to the last two paragraphs of Section 9.10, and subject to Schedule 9.12 (as may be updated pursuant to Section 13.12 of this Agreement) (which, for the avoidance of doubt, shall override the applicable clauses of this definition of “Collateral and Guarantee Requirement”)):

(a) (x) on the Original Closing Date, the Collateral Agent shall have received:

(i) from (A) each U.S. Loan Party and (B) each other Loan Party that owns Equity Interests of a person incorporated or organized under the law of the United States, any state thereof, or the District of Columbia (other than Excluded Securities) (provided that the grant by any such other Loan Party under the U.S. Collateral Agreement shall be solely with respect to such Equity Interests and related rights and assets as expressly set forth in the U.S. Collateral Agreement), a counterpart of the U.S. Collateral Agreement,

(ii) from each Loan Party (other than the German Loan Parties), a counterpart of the Guarantee Agreement, in each case duly executed and delivered on behalf of such person,

(iii) from each U.K. Loan Party, a counterpart of the U.K. Debenture,

(iv) from each Loan Party (other than any U.K. Loan Party) that owns Equity Interests of a person incorporated or organized under the laws of England and Wales (other than Excluded Securities), a counterpart of the U.K. Share Mortgage,

(v) from Parent and each other Irish Loan Party, a counterpart of the Irish Law Debenture duly executed as a deed by it,

(vi) from each Loan Party (other than any Irish Loan Party) that owns Equity Interest of a person incorporated or organized under the laws of Ireland (other than Excluded Securities), a counterpart of the Irish Law Share Charge duly executed as a deed,

(vii) from each Jersey Loan Party, a counterpart of the Jersey Law All Assets Security Interest Agreement,

(viii) from Parent, a counterpart of the Jersey Law Parent Pledge Agreement,

(ix) from Adient Global Holdings Luxembourg, a counterpart of the Jersey Law Lux Parent Pledge Agreement,

(x) SIR Checklists signed by Parent, Adient Global Holdings Luxembourg and the Jersey Loan Parties with respect to the Collateral pledged pursuant to the Jersey Law Parent Pledge Agreement, Jersey Law Lux Parent Pledge Agreement and Jersey Law All Assets Security Interest Agreement respectively,

(xi) from the Belgian Loan Party, a counterpart of each of the Belgian Law Receivables Pledge Agreement, the Belgian Law Moveable Assets Agreement and the Belgian Law Bank Accounts Pledge Agreement,

[Adient ABL — Amendment and Restatement Agreement]

(xii) from Adient Global Holdings Jersey, a counterpart of the Belgian Law Share Pledge Agreement,

(xiii) from each Loan Party that owns Equity Interests of any Polish Loan Party (other than Excluded Securities), a copy of Polish Law Share Pledges (with a date certified by the notary) and Polish Law Share Power of Attorney,

(xiv) from each Polish Loan Party, a counterpart of the Polish Law Asset Pledge, the Polish Law Bank Accounts Pledges (with a date certified by the notary), the Polish Law Account Power of Attorney and the Polish Law Submission to Enforcement,

(xv) from each Luxembourg Loan Party, a counterpart of each Luxembourg Law Security Document to which it is a party,

(xvi) from Parent, Adient Global Holdings, Adient Global Holdings Jersey, Adient Luxembourg Asia Holding and Adient Ltd, a counterpart to the relevant Luxembourg Law Share Pledge Agreement,

(xvii) in respect of the Luxembourg Share Pledge Agreements, an updated copy of the shareholder’s registers of (i) Adient Global Holdings, (ii) Adient Global Holdings Luxembourg, (iii) Adient Luxembourg Poland Holding, (iv) Adient Luxembourg Asia Holding, (v) Adient Financial Luxembourg, (vi) Adient Luxembourg Holding, (vii) Adient Interiors Holding EU, (viii) Adient Luxembourg Corporate Finance, (ix) Adient Luxembourg Global Finance and (x) Adient Luxembourg China Holding, and an updated copy of the partners’ register of Adient Interiors Holding Luxembourg, evidencing that the Luxembourg Share Pledge Agreements have been duly recorded,

(xviii) in respect of the Luxembourg Account Pledge Agreements, a pdf copy of each of the notice of pledge to be sent by (i) Adient Global Holdings, (ii) Adient Global Holdings Luxembourg, (iii) Adient Luxembourg Asia Holding and (iv) Adient Luxembourg Poland Holding, to the relevant account bank as a perfection requirement of the Luxembourg Account Pledge Agreements, and

(xix) from Adient Global Holdings Jersey, a counterpart of to the Swedish Law Share Pledge, and

(y) on the Spanish Effectiveness Date, the Collateral Agent shall have received:

(i) from (A) each Spanish Loan Party holding Equity Interests in another Spanish Loan Party and (B) each other Loan Party that owns Equity Interests of a person incorporated or organized under the laws of Spain (other than Excluded Securities) (provided that the grant by any such other Loan Party under the Spanish Law Share Pledges shall be solely with respect to such Equity Interests and related rights and assets as expressly set forth in the relevant Spanish Law Share Pledges), a copy of the notarized Spanish Law Share Pledges, and

(ii) from each Spanish Loan Party a copy of the notarized Spanish Law Bank Account Pledges, Spanish Law Receivables Pledges, and Spanish Law Irrevocable Power of Attorney, and

(z) on the Mexican Effectiveness Date, the Collateral Agent shall have received:

(i) from each Mexican Obligor an original executed copy of the Initial Mexican Security Agreements, duly ratified with Mexican notary public and registered at the Registro Único de Garantías Mobiliarias and the corporate share or equity registry books of each Mexican Obligor as required under Mexican Law and provided under the Initial Mexican Security Agreements,

(ii) from each Mexican Obligor a certified copy of notarial irrevocable special powers of attorney, in form and substance acceptable to the Collateral Agent, conferred to the Lead Borrower for lawsuits and collections and to receive all types of notices and summons as required under the Guarantee Agreement,

[Adient ABL — Amendment and Restatement Agreement]

(iii) [reserved],

(iv) from each Mexican Obligor (if any) that owns Equity Interests of a person incorporated or organized under the laws of England and Wales (other than Excluded Securities), a counterpart of a joinder to the U.K. Share Mortgage, and

(v) from each Mexican Obligor (if any) that owns Equity Interest of a person incorporated or organized under the laws of Ireland (other than Excluded Securities), a counterpart of a joinder to the Irish Law Share Charge duly executed as a deed, and

(b) (x) on the Original Closing Date and on the Restatement Date, (i)(A) all outstanding Equity Interests directly owned by the Loan Parties, other than Excluded Securities, and (B) all Indebtedness owing to any Loan Party, other than Excluded Securities, shall have been pledged or assigned for security purposes pursuant to the Security Documents, (ii) the Collateral Agent shall have received certificates, updated share registers (where necessary under the laws of any applicable jurisdiction in order to create a perfected security interest in such Equity Interests, including the PSC Register) or other instruments (if any) representing such Equity Interests and any notes or other instruments required to be delivered pursuant to the applicable Security Documents, together with stock powers, note powers, stock transfer forms or other instruments of transfer with respect thereto (as applicable) endorsed in blank and appropriate authorities to complete and date same and certified copy share registers and (iii) the Collateral Agent shall have received with respect to each Mortgaged Property located in the United States of America or any State thereof as of the Original Closing Date, the Flood Documentation; provided that to the extent any such Flood Documentation cannot be delivered on or prior to the Original Closing Date after the Borrowers’ use of commercially reasonable efforts to do so and without undue burden and expense, then the provision of such Flood Documentation may be delivered within ninety (90) days after the Original Closing Date (or such longer period as agreed to by the Administrative Agent in its sole discretion) but in any event, prior to the delivery of the related Mortgage for such Real Property, (y) on the Spanish Effectiveness Date, (i)(A) all outstanding Equity Interests directly owned by the Spanish Loan Parties, other than Excluded Securities, and (B) all Indebtedness owing to any Spanish Loan Party, other than Excluded Securities, shall have been pledged or assigned for security purposes pursuant to the Security Documents, (ii) the Collateral Agent shall have received certificates, updated share registers (where necessary under the laws of any applicable jurisdiction in order to create a perfected security interest in such Equity Interests, including the PSC Register) or other instruments (if any) representing such Equity Interests and any notes or other instruments required to be delivered pursuant to the applicable Security Documents, together with stock powers, note powers, stock transfer forms or other instruments of transfer with respect thereto (as applicable) endorsed in blank and (z) on the Mexican Effectiveness Date and on the Restatement Date, (i)(A) all outstanding Equity Interests directly owned by the Mexican Obligors, other than Excluded Securities, and (B) all Indebtedness owing to any Mexican Obligor, other than Excluded Securities, shall have been pledged or assigned for security purposes pursuant to the Security Documents, (ii) the Collateral Agent shall have received certificates (except in the case of: (i) share certificates that have a first lien ordinary pledge in favor of the Term Agent under the Term Documents, where due to this circumstance the perfection of the relevant Lien in favor of the Collateral Agent will be subject to the release of the first lien in favor of the Term Agent, and (ii) membership interests where a non-possessory pledge is created, and no physical delivery is required for perfection), updated share registers (where necessary under the laws of any applicable jurisdiction in order to create a perfected security interest in such Equity Interests, including the PSC Register and the Mexican Registro Único de Garantías Mobiliarias, as applicable) or other instruments (if any) representing such Equity Interests and any notes or other instruments required to be delivered pursuant to the applicable Security Documents, together with stock powers, note powers, stock transfer forms or other instruments of transfer or pledge with respect thereto (as applicable) endorsed in guarantee or pledge (except in the case of: (i) share certificates that have a first lien ordinary pledge in favor of the Term Agent under the Term Documents, where due to this circumstance the perfection of the relevant Lien in favor of the Collateral Agent will be subject to the release of the first lien in favor of the Term Agent, and (ii) membership interests where a non-possessory pledge is created, and no physical delivery is required for perfection);

(c) in the case of any person that becomes a Borrower or a Guarantor after the Original Closing Date, the Collateral Agent shall have received (i) a supplement to the Guarantee Agreement, (ii) a supplement to the applicable Security Document referred to in clause (a) above and any other Security Documents, if applicable, in the form specified therefor or otherwise reasonably acceptable to the Administrative Agent, in each case, duly executed and delivered on behalf of such Borrower or Guarantor and (iii) if requested by the Collateral Agent, such documents, certificates and opinions with respect to such person of the type described in Sections 6A.06, 6A.11 and 6A.12;

[Adient ABL — Amendment and Restatement Agreement]

(d) after the Original Closing Date (x) all outstanding Equity Interests of any person that becomes a Borrower or Guarantor after the Original Closing Date and that are held by a Loan Party and (y) all Equity Interests directly acquired by a Loan Party, and Indebtedness owing to a Loan Party after the Original Closing Date, in each case other than Excluded Securities, shall have been pledged pursuant to the Security Documents, together with stock powers, stock transfer forms or other instruments of transfer with respect thereto (as applicable) endorsed in blank;

(e) as of the Original Closing Date and on the Restatement Date, except as otherwise contemplated by this Agreement or any Security Document, all documents and instruments, including Uniform Commercial Code financing statements, and filings with the United States Copyright Office, the United States Patent and Trademark Office, registration of financing statement on the SIR in respect of each Jersey Law Security Document, and all other actions reasonably requested by the Collateral Agent (including those required by applicable Requirements of Law) to be delivered, filed, registered or recorded to create the Liens intended to be created by the Security Documents (in each case, including any supplements thereto) and perfect such Liens to the extent required by the Security Documents, shall have been delivered, filed, registered or recorded or delivered to the Collateral Agent for filing, registration or the recording substantially concurrently with, or promptly following, the execution and delivery of each such Security Document;

(f) as of the Original Closing Date, evidence of the insurance (if any) required by the terms of Section 9.02 hereof shall have been received by the Collateral Agent;

(g) after the Original Closing Date, the Collateral Agent shall have received such other Security Documents as may be required to be delivered pursuant to Section 9.10 or the Security Documents;

(h) (x) within (i) ninety (90) days after the Original Closing Date with respect to each Original Closing Date Mortgaged Property set forth on Schedule 1.01(B) located in the United States and (ii) twenty (20) Business Days after the Original Closing Date with respect to each Original Closing Date Mortgaged Property set forth on Schedule 1.01(B) located in England and Wales (in each case, or on such later date as the Administrative Agent may agree in its reasonable discretion) and (y) the time periods set forth in Section 9.10 with respect to Mortgaged Properties encumbered pursuant to such Section 9.10, the Collateral Agent shall have received:

(A) with respect to all such Mortgaged Properties in England and Wales:

(I) all title documents relating to the relevant owner’s interests in each Mortgaged Property or a solicitor’s undertaking from a firm of solicitors regulated by the Law Society of England and Wales and approved for this purpose by the Collateral Agent in a form and substance reasonably satisfactory to the Collateral Agent to hold the same to the order of the Collateral Agent (an “Acceptable Undertaking”),

(II) in respect of unregistered land, a clear Land Charges Registry search against the relevant owner or, in the case of registered land, a clear Land Registry official priority search in favor of the Collateral Agent, against all of the land or registered titles (as appropriate) comprising the relevant owner’s interests in each Mortgaged Property and giving not less than twenty (20) Business Days’ priority (in the case of registered land) and ten (10) days’ priority (in the case of unregistered land) beyond the Original Closing Date or the date of the acquisition of the Mortgaged Property (as applicable), and

(III) an Acceptable Undertaking from the relevant owner’s solicitors to submit to the Land Registry all necessary Land Registry application forms in relation to the transfer of each Mortgaged Property to the relevant Borrower (if any) and the charging of each Mortgaged Property in favor of the Collateral Agent (including a form to note the obligation to make further advances and a form to register the restriction contained in the Mortgage) within the applicable priority period, duly completed and accompanied by payment of the applicable Land Registry fees,

(B) counterparts of each Mortgage to be entered into with respect to each such Mortgaged Property duly executed and delivered by the record owner (with respect to Mortgaged Properties located in the United States) or owner (with respect to Mortgaged Properties located in England and Wales), as applicable, of such Mortgaged Property and suitable for recording, registering or filing (together with any other forms or undertakings that are required or customary

[Adient ABL — Amendment and Restatement Agreement]

to effect such recording, registration or filing) in all filing, registration or recording offices that the Collateral Agent may reasonably deem necessary or desirable (and as provided for in the Acceptable Undertaking with respect to Mortgaged Properties located in England and Wales) in order to create a valid and enforceable Lien subject to no other Liens except Permitted Liens, at the time of filing, registration or recordation thereof, and

(C) with respect to the Mortgage encumbering each such Mortgaged Property, opinions of local counsel regarding the due authorization, execution and delivery, the enforceability, and perfection of the Mortgages and such other matters customarily covered in real estate mortgage counsel opinions as the Collateral Agent may reasonably request, if and to the extent, and in such form, as local counsel customarily provides such opinions as to such other matters.

(i) within (x) ninety (90) days after the Original Closing Date (or on such later date as the Collateral Agent may agree in its reasonable discretion) with respect to each Original Closing Date Mortgaged Property set forth on Schedule 1.01(B) located in the United States and (y) the time periods set forth in Section 9.10 with respect to Mortgaged Properties located in the United States and encumbered pursuant to said Section 9.10, the Collateral Agent shall have received:

(i) a policy or policies or marked up unconditional binder of title insurance with respect to properties located in the United States, or a date-down and modification endorsement, if available, paid for by the Borrowers, in the amount of the Fair Market Value of the respective Mortgaged Property, issued by a nationally recognized title insurance company (“Title Insurer”) insuring the Lien of each Mortgage as a valid Lien on the Mortgaged Property described therein, free of any other Liens except Permitted Liens, together with such customary endorsements, coinsurance and reinsurance as the Collateral Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located (provided, however, that in lieu of a zoning endorsement, Collateral Agent shall accept a zoning report from a nationally recognized zoning report provider), and

(ii) a survey of each Mortgaged Property (including all improvements, easements and other customary matters thereon reasonably required by the Collateral Agent), as applicable, for which all necessary fees (where applicable) have been paid with respect to properties located in the United States, which (A) complies in all material respects with the minimum detail requirements of the American Land Title Association and American Congress of Surveying and Mapping as such requirements are in effect on the date of preparation of such survey and (B) is sufficient for such Title Insurer to remove all standard survey exceptions from the title insurance policy relating to such Mortgaged Property or otherwise reasonably acceptable to the Collateral Agent; provided, however, that so long as the Title Insurer shall accept the same to eliminate the standard survey exceptions from such policy or policies and to issue a “same as survey” endorsement, in lieu of a new or revised survey Borrowers may provide a “no material change” affidavit with respect to any prior survey for the respective Mortgaged Property (which prior survey otherwise substantially complies with the foregoing survey requirements).

Notwithstanding anything to the contrary in this Agreement or in the other Loan Documents, it is understood that to the extent any Collateral (other than Collateral with respect to which a lien may be perfected by (A) the filing of a Uniform Commercial Code financing statement or the registration of a financing statement on the SIR, (B) delivery and taking possession of stock or share certificates of the Subsidiaries of Parent or, (C) the filing of a short form security agreement with the United States Patent and Trademark Office or the United States Copyright Office) is not or cannot be provided or the security interest of the Collateral Agent therein is not or cannot be perfected on the Original Closing Date after the use of commercially reasonable efforts by the Borrowers to do so and without undue burden and expense, then the provision and/or perfection of the security interest in such Collateral shall not constitute a condition precedent to the Original Closing Date or any Credit Event on or within the time periods specified in clauses (U)-(Z) below, and shall instead be required to be delivered and perfected within the time periods specified in clauses (U)-(Z) below (in each case, subject to extension by the Administrative Agent in its sole discretion):

(U) registration at UK Companies House under Section 859A of the UK Companies Act 2006, on or prior to the date which is 21 days after the date of creation of the applicable security interest,

(V) registration at the Companies Registration Office of Ireland pursuant to Part 7 of the Companies Act 2014 of Ireland and/or the Revenue Commissioners of Ireland pursuant to Section 1001 of

[Adient ABL — Amendment and Restatement Agreement]

the Taxes Consolidation Act, 1997 (as amended) of Ireland (provided that Parent and any other Irish Loan Party has received an Irish tax registration number as of such time) on or prior to the date which is 21 days after the date of the applicable charge’s creation,

(W) filings with the United Kingdom Intellectual Property Office, the European Patent Office and/or the European Union Intellectual Property Office on or prior to the date which is 90 days after the date of creation of the applicable security interest,

(X) registration at the England and Wales Land Registry by (I) in the case of registered land, the third from last day of the priority search (such search to be made in favor of the Collateral Agent on the appropriate forms against all of the registered titles comprising the relevant owner’s interests in each Mortgaged Property and giving not less than twenty (20) Business Days’ priority) and (II) in the case of unregistered land, within two months of the Original Closing Date or the date of the Additional Mortgage (as applicable) (following the completion of a Land Charges Registry search, giving not less than ten (10) days’ priority),

(Y) filing of a copy of all Intellectual Property registrations (if any) relating to Parent and any other Irish Loan Party with the Patent Office of Ireland on or prior to the date which is twenty-one (21) days after execution of the relevant security document, or

(Z) with respect to actions not specified in clauses (U) through (Y) above, on or prior to the date which is ninety (90) days after the Original Closing Date.

“Collection Account” shall have the meaning given to that term in Section 9.18(e)(i).

“Collections” shall have the meaning given to that term in Section 9.18(e)(i).

“Commitment” shall mean, with respect to any Lender, such Lender’s Revolving Commitment, European LC Commitment, U.S. LC Commitment or Swingline Commitment, or any Extended Revolving Loan Commitment.

“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” shall mean a certificate of the Responsible Officer of the Lead Borrower substantially in the form of Exhibit J hereto.

“Consolidated Debt” shall mean, as of any date of determination, the sum of (without duplication) the principal amount of all Indebtedness of the type set forth in clauses (a), (b), (e) (to the extent related to any Indebtedness that would otherwise constitute Consolidated Debt), (f), (h) (other than letters of credit, to the extent undrawn; provided that any unreimbursed amounts under commercial letters of credit shall not be counted as Consolidated Debt until five (5) Business Days after such amount is drawn), (i), (j) and (k) (to the extent related to any Indebtedness that would otherwise constitute Consolidated Debt) of the definition of “Indebtedness” of Parent and the Subsidiaries determined on a consolidated basis on such date; provided that the amount of any Indebtedness with respect to which the applicable obligors have entered into currency hedging arrangements shall be calculated giving effect to such currency hedging arrangements; provided, further that Consolidated Debt shall exclude obligations in respect of cash management services or that are otherwise removed in consolidation. For the avoidance of doubt, Consolidated Debt shall exclude Indebtedness in respect of any Qualified Receivables Facility or any Qualified Securitization Transaction.

“Consolidated Fixed Charge Coverage Ratio” shall mean, for any period of four consecutive fiscal quarters for which Financial Statements were required to have been delivered, the ratio of (a) Adjusted Consolidated EBITDA of the Parent and its Subsidiaries for such period, minus (x) Capital Expenditures of the Parent and its Subsidiaries paid in cash (excluding the proceeds of any Indebtedness (other than Indebtedness hereunder)), (y) the amount of cash payments made during such period (net of cash refunds received during such period) by the Parent and its Subsidiaries in respect of federal, state, local and foreign income taxes during such period and (z) Dividends permitted by Section 10.06(d) or (g) paid in cash for such period to (b) Consolidated Fixed Charges for such period.

“Consolidated Fixed Charges” shall mean, for any period of four consecutive fiscal quarters for which Financial Statements were required to have been delivered, for the Parent and its Subsidiaries on a consolidated basis, the sum, without duplication, of (a) Consolidated Interest Charges for such period to the extent paid in cash (or accrued and payable on a current basis in cash) and (b) the aggregate amount of scheduled amortization payments of principal made during such period in respect of long-term Consolidated Indebtedness. Notwithstanding

[Adient ABL — Amendment and Restatement Agreement]

the foregoing, for purposes of calculating Consolidated Fixed Charges for any period that includes a fiscal quarter (or portion thereof) prior to the Original Closing Date, Consolidated Fixed Charges shall be calculated from the period from the Original Closing Date to the date of determination divided by the number of days in such period and multiplied by 365.

“Consolidated Indebtedness” shall mean, at any time, the sum of (without duplication) (i) all Capitalized Lease Obligations of the Parent and its Subsidiaries, (ii) all Indebtedness of the Parent and its Subsidiaries of the type described in clause (a) of the definition of “Indebtedness” and (iii) all contingent obligations of the Parent and its Subsidiaries in respect of Indebtedness of any third Person of the type referred to in the preceding clauses (i) and (ii), in each case, determined on a consolidated basis in accordance with U.S. GAAP and calculated on a Pro Forma Basis.

“Consolidated Interest Charges” shall mean, for any period of four consecutive fiscal quarters for which Financial Statements were required to have been delivered, for the Parent and its Subsidiaries on a consolidated basis, all cash interest, premium payments, debt discount, charges and related fees and expenses, net of interest income, of the Parent and its Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with U.S. GAAP, excluding (a) up-front or financing fees, transaction costs, commissions, expenses, premiums or charges, (b) costs associated with obtaining, or breakage costs in respect of swap or hedging agreements and (c) amortization of deferred financing costs. Notwithstanding the foregoing, for purposes of calculating Consolidated Interest Charges for any period that includes a fiscal quarter (or portion thereof) prior to the Original Closing Date (other than as a component of Adjusted Consolidated EBITDA), Consolidated Interest Charges shall be calculated from the period from the Original Closing Date to the date of determination divided by the number of days in such period and multiplied by 365.

“Consolidated Net Income” shall mean, with respect to any person for any period, the aggregate Net Income of such person and its Subsidiaries for such period, on a consolidated basis, in accordance with GAAP; provided, however, that, without duplication:

(a) any after-tax effect of all extraordinary, nonrecurring or unusual gains or losses or income or expenses or any restructuring charges or reserves, including, without limitation, any expenses related to any reconstruction, recommissioning or reconfiguration of fixed assets for alternate uses, retention, severance, system establishment cost, contract termination costs, costs to consolidate facilities and relocate employees, advisor fees and other out of pocket costs and non-cash charges to assess and execute operational improvement plans and restructuring programs, will be excluded;

(b) the net income (or loss) of any person that is not a Subsidiary or that is accounted for by the equity method of accounting will be excluded; provided that the income of such person will be included to the extent of the amount of dividends or similar distributions paid in cash (or converted to cash) to the specified person or a Subsidiary of the person;

(c) the net income (or loss) of any person and its Subsidiaries will be calculated without deducting the income attributed to, or adding the losses attributed to, the minority equity interests of third parties in any non-Wholly Owned Subsidiary except to the extent of the dividends paid in cash (or convertible into cash) during such period on the shares of the Equity Interests of such Subsidiary held by such third parties;

(d) [reserved];

(e) the cumulative effect of any change in accounting principles will be excluded;

(f) (i) any non-cash expenses resulting from the grant or periodic remeasurement of stock options, restricted stock grants or other equity incentive programs (including any stock appreciation and similar rights) and (ii) any costs or expenses incurred pursuant to any management equity plan or stock option plan or other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent, in the case of clause (ii) above, that such costs or expenses are funded with cash proceeds contributed to the common equity capital of Parent or a Subsidiary of Parent, will be excluded;

(g) the effect of any non-cash impairment charges or write-ups, write-downs or write-offs of assets or liabilities resulting from the application of GAAP and the amortization of intangibles arising from

[Adient ABL — Amendment and Restatement Agreement]

the application of GAAP, including pursuant to ASC 805, Business Combinations, ASC 350, Intangibles-Goodwill and Other, or ASC 360, Property, Plant and Equipment, as applicable, will be excluded;

(i) any net after-tax income or loss from disposed, abandoned or discontinued operations and any net after-tax gains or losses on disposed, abandoned or discontinued, transferred or closed operations will be excluded;

(j) unrealized gains and losses relating to foreign currency transactions, including those relating to mark-to-market of Indebtedness resulting from the application of GAAP, including pursuant to ASC 830, Foreign Currency Matters (including any net loss or gain resulting from Hedging Agreements for currency exchange risk), will be excluded;

(k) any net gain or loss from Hedging Agreements or in connection with the early extinguishment of Hedging Agreements (including of ASC 815, Derivatives and Hedging) or from the early extinguishment or cancellation of Indebtedness shall be excluded;

(l) to the extent covered by insurance and actually reimbursed, or, so long as such person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not denied by the applicable carrier in writing within 180 days and (ii) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption shall be excluded;

(m) non-cash charges for deferred tax asset valuation allowances shall be excluded (except to the extent reversing a previously recognized increase to Consolidated Net Income); and

(n) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such person and its Subsidiaries) in amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded.

In addition, to the extent not already included in the Consolidated Net Income of such person and its Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include (i) any expenses and charges that are reimbursed by indemnification or other reimbursement provisions in connection with any investment or any sale, conveyance, transfer or other disposition of assets permitted hereunder, or, so long as Parent has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed and only to the extent that such amount is (A) not denied by the applicable payor in writing within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days) and (ii) to the extent covered by insurance (including business interruption insurance) and actually reimbursed, or, so long as Parent has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption. Consolidated Net Income presented in a currency other than U.S. Dollars will be converted to U.S. Dollars based on the average exchange rate for such currency during, and applied to, each fiscal quarter in the period for which Consolidated Net Income is being calculated.

“Consolidated Total Assets” shall mean, as of any date of determination, the total assets of Parent and the Subsidiaries, determined on a consolidated basis in accordance with GAAP, as set forth on the consolidated balance sheet of Parent as of the last day of the Test Period ending immediately prior to such date for which financial statements of Parent have been delivered (or were required to be delivered) pursuant to Section 9.04(a) or 9.04(b), as applicable. Consolidated Total Assets shall be determined on a Pro Forma Basis.

“Contribution Notice” shall mean a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions Act 2004.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and “Controls,” “Controlled” and “Controlling” shall have meanings correlative thereto.

[Adient ABL — Amendment and Restatement Agreement]

“Corresponding Tenor” with respect to any Available Tenor shall mean, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Cost” shall mean, as reasonably determined by the Administrative Agent in good faith, with respect to Inventory, the lower of (a) cost computed on a specific identification or first in first out basis or (b) market value, provided that for purposes of the calculation of Borrowing Base, the cost of Inventory shall not include (A) the portion of the cost of Inventory equal to the profit earned by any Affiliate on the sale thereof to any Borrower, or (B) write ups or write downs in cost with respect to currency exchange rates.

“Covenant Transaction” shall have the meaning assigned to such term in Section 1.03(c).

“Covered Entity” shall mean any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” shall have the meaning assigned that term in Section 13.32.

“CRR” shall mean either CRR-EU or, as the context may require, CRR-UK.

“CRR-EU” shall mean (a) Regulation (EU) No 575/2013 of the European Union on prudential requirements for credit institutions and investment firms; and (b) Regulation (EU) No 2019/876 of the European Union amending Regulation (EU) No 575/2013 and all delegated and implementing regulations supplementing that Regulation.

“CRR-UK” shall mean CRR-EU as amended and transposed into the laws of the United Kingdom by the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020 and as amended by the Capital Requirements (Amendment) (EU Exit) Regulations 2019.

“Credit Event” shall mean the making of any Loan.

“Credit Extension” shall mean, as the context may require, (i) a Credit Event or (ii) the issuance, amendment, extension or renewal of any Letter of Credit by any Issuing Bank; provided that “Credit Extensions” shall not include conversions and continuations of outstanding Loans.

“CTA” shall mean the Corporation Tax Act 2009 (U.K.).

“Daily Simple RFR” shall mean, for any day (an “RFR Interest Day”), an interest rate per annum equal to, for any RFR Loan denominated in (i) Pounds Sterling, SONIA for the day that is 5 Business Days prior to (A) if such RFR Interest Day is a Business Day, such RFR Interest Day or (B) if such RFR Interest Day is not a Business Day, the Business Day immediately preceding such RFR Interest Day and (ii) Dollars, Daily Simple SOFR. Any change in Daily Simple RFR due to a change in the applicable RFR shall be effective from and including the effective date of such change in the RFR without notice to the Lead Borrower.

“Daily Simple SOFR” shall mean, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination Date”) that is five (5) RFR Business Days prior to (i) if such SOFR Rate Day is an RFR Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

“Debtor Relief Laws” shall mean the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, administration, examinership, moratorium, rearrangement, receivership, insolvency, judicial management, reorganization, concurso mercantil or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect including any proceeding under corporate law or other law of any jurisdiction whereby a corporation seeks a stay or a compromise of the claims of its creditors against it and each of the United Kingdom’s Insolvency Act 1986, the EU Regulation 1346/2000, the Mexican Mercantile Insolvency Law (Ley de Concursos Mercantiles), the United Kingdom’s Companies Act 2006, the Irish Companies Act, the Belgian Insolvency Act and the German Insolvency Act, each as

[Adient ABL — Amendment and Restatement Agreement]

now and hereafter in effect, any successors to such statutes and any other applicable insolvency or other similar law of any jurisdiction.

“Declared Dividends” shall have the meaning assigned to such term in the definition of “Adjusted Consolidated EBITDA.”

“Default” shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

“Default Right” shall have the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” shall mean, any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Lead Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Bank, any Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified the Lead Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Lead Borrower, to confirm in writing to the Administrative Agent and the Lead Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Lead Borrower), or (d) has, or has a direct or indirect parent company that has other than via an Undisclosed Administration, (i) become the subject of (A) a proceeding under any Debtor Relief Law or (B) a Bail-In Action, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided, further, that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Lead Borrower and each other Lender promptly following such determination.

“Delaware Divided LLC” shall mean any Delaware LLC which has been formed upon consummation of a Delaware LLC Division.

“Delaware LLC” shall mean any limited liability company organized or formed under the laws of the State of Delaware.

“Delaware LLC Division” shall mean the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

“Deposit Account” shall have the meaning assigned thereto in Article 9 of the UCC (and/or with respect to any Deposit Account located outside of the United States, any bank account with a deposit function).

“Deposit Account Control Agreement” shall mean a Deposit Account control agreement to be executed by each institution maintaining a Deposit Account (other than an Excluded Account) for any Loan Party, in each case as required by and in accordance with the terms of Section 9.18 (or any similar agreements, documentation or requirement necessary, including notice to and acknowledgement from the relevant institution maintaining a Deposit Account as determined by the Administrative Agent in its Permitted Discretion, to perfect the security interest of the Collateral Agent and effect control over the relevant Deposit Accounts, including, in the case of Deposit Accounts located in Mexico, irrevocable mandate agreements, commercial commission and deposit agreements, trust

[Adient ABL — Amendment and Restatement Agreement]

agreements with a Mexican Trustee or any other valid form of agreement under Mexican law on terms reasonably acceptable to the Administrative Agent, including, in the case of Deposit Accounts located in Poland, irrevocable power of attorney to the bank accounts granted under Polish law on terms reasonably acceptable to the Administrative Agent, including in the case of Deposit Accounts located in Spain, irrevocable powers of attorney granted under Spanish law on terms reasonably acceptable to the Administrative Agent).

“Designated Jurisdiction” shall mean any country, region or territory to the extent that such country, region or territory itself is the subject of any Sanctions (on the Restatement Date, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea region of the Ukraine, the Russian-controlled Kherson and Zaporizhzhia regions of Ukraine, Cuba, Iran, North Korea and Syria).

“Designated Non-Cash Consideration” shall mean the Fair Market Value of non-cash consideration received by Parent or one of its Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of Parent, setting forth such valuation, less the amount of cash or cash equivalents received in connection with a subsequent disposition of such Designated Non-Cash Consideration.

“Dilution Factors” shall mean, without duplication, with respect to any period, the aggregate amount of all deductions, credit memos, returns, adjustments, allowances, bad debt write-offs and other non-cash credits which are recorded to reduce accounts receivable in a manner consistent with current and historical accounting practices of the Loan Parties.

“Dilution Ratio” shall mean, at any date, the amount (expressed as a percentage) equal to (a) the aggregate amount of the applicable Dilution Factors for the twelve (12) most recently ended fiscal months divided by (b) total gross sales for the twelve (12) most recently ended fiscal months.

“Dilution Reserve” shall mean, at any date, the applicable Dilution Ratio multiplied by the Eligible Accounts.

“Disinterested Director” shall mean, with respect to any person and transaction, a member of the Board of Directors of such person who does not have any material direct or indirect financial interest in or with respect to such transaction.

“Dispose” or “Disposed of” shall mean to convey, sell, lease, sell and lease-back, assign, farm-out, transfer or otherwise dispose of any property, business or asset (including any disposition of any property, business or asset to a Delaware Divided LLC pursuant to a Delaware LLC Division). The term “Disposition” shall have a correlative meaning to the foregoing.

“Disqualified Institutions” shall mean, collectively, (a) those entities identified by the Lead Borrower to the Administrative Agent via electronic mail submitted to JPMDQ_Contact@jpmorgan.com from time to time on three (3) Business Days’ prior written notice, as competitors of Parent and its Subsidiaries and any Affiliates of such entities clearly identifiable solely by similarity of name to such entities other than bona fide debt funds and (b) those banks, financial institutions and other institutional lenders separately identified in writing by the Lead Borrower to the Lenders and the Administrative Agent prior to the Original Closing Date and any Affiliates of such entities clearly identifiable solely by similarity of name to such entities; provided that in no event shall any update to the list of Disqualified Institutions apply retroactively to disqualify any persons that have (x) previously acquired an assignment or participation interest under this Agreement or (y) previously entered into a trade to acquire an assignment or participation interest under this Agreement. Delivery of the list of Disqualified Institutions or any supplement thereto, in each case, to the Administrative Agent shall only be deemed to be received and effective if such list and each such supplement thereto is delivered to the following email address: JPMDQ_Contact@jpmorgan.com.

“Disqualified Stock” shall mean, with respect to any person, any Equity Interests of such person that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable, in each case, at the option of the holder thereof), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests of Parent), pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests of Parent), in whole or in part, or (c) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Stock, in the case of each of the foregoing clauses (a), (b) and (c), prior to the date that is ninety-one (91) days after the Maturity Date in effect at the time of issuance thereof and except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment (or offer to repay) in full of the Loans and all other Obligations that are accrued and payable and the termination of the

[Adient ABL — Amendment and Restatement Agreement]

Commitments (provided, that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are so convertible or exchangeable or are so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock). Notwithstanding the foregoing: (i) any Equity Interests issued to any employee or to any plan for the benefit of employees of Parent or the Subsidiaries or by any such plan to such employees shall not constitute Disqualified Stock solely because they may be required to be repurchased by Parent in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability and (ii) any class of Equity Interests of such person that by its terms authorizes such person to satisfy its obligations thereunder by delivery of Equity Interests that are not Disqualified Stock shall not be deemed to be Disqualified Stock.

“Distribution Conditions” shall mean as to any relevant action contemplated in this Agreement, (i) no Default or Event of Default has then occurred and is continuing or would result from such action, (ii) (a) Global Availability on a Pro Forma Basis immediately after giving effect to such action would be at least the greater of (x) 15.0% of the Line Cap and (y) $72,500,000 and (b) over the thirty (30) consecutive days prior to consummation of such action, Global Availability averaged no less than the greater of (x) 15.0% of the Line Cap and (y) $72,500,000, on a Pro Forma Basis for such action, and (iii) if (a) Global Availability on a Pro Forma Basis immediately after giving effect to such action is less than the greater of (x) 20.0% of the Line Cap and (y) $97,500,000 or (b) over the thirty (30) consecutive days prior to consummation of such action, Global Availability averaged less than the greater of (x) 20.0% of the Line Cap and (y) $97,500,000 on a Pro Forma Basis for such action, the Consolidated Fixed Charge Coverage Ratio for the most recently ended fiscal quarter would be at least 1.0 to 1.0 on a Pro Forma Basis for such action.

“Dividend” shall mean, with respect to any Person, that such Person has paid a dividend, distribution or returned any equity capital to its stockholders, partners or members or authorized or made any other payment or delivery of property (other than common equity of such Person) to its stockholders, partners or members as such, or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for a consideration any shares of any class of its capital stock or any partnership or membership interests outstanding on or after the Original Closing Date (or any options or warrants issued by such Person with respect to its Equity Interests).

“Dollar Equivalent” shall mean, for any amount, at the time of determination thereof, (a) if such amount is expressed in dollars, such amount, (b) if such amount is expressed in an Alternative Currency, the equivalent of such amount in dollars determined by using the rate of exchange for the purchase of dollars with the Alternative Currency last provided (either by publication or otherwise provided to the Administrative Agent) by Reuters on the Business Day (New York City time) immediately preceding the date of determination or if such service ceases to be available or ceases to provide a rate of exchange for the purchase of dollars with the Alternative Currency, as provided by such other publicly available information service which provides that rate of exchange at such time in place of Reuters chosen by the Administrative Agent in its sole discretion (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion) and (c) if such amount is denominated in any other currency, the equivalent of such amount in dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion.

“Dominion Account” shall mean a special concentration account established by the Lead Borrower in the United States, at JPMCB, an affiliate thereof, another Lender or any affiliate thereof, over which the Administrative Agent has exclusive control for withdrawal purposes pursuant to the terms and provisions of this Agreement and the other Loan Documents.

“EBITDA Fixed Charges” shall mean the sum of, without duplication:

(a) the consolidated interest expense of Parent and its Subsidiaries for such period, whether paid or accrued, to the extent such expense was deducted in computing Consolidated Net Income, including, without limitation, amortization of original issue discount, the interest component of all payments associated with Capitalized Lease Obligations, and the net of the effect of all payments made or received pursuant to Hedging Agreements in respect of interest rates (but excluding any non-cash interest expense attributable to the mark-to-market valuation of Hedging Agreements or other derivatives pursuant to GAAP) and excluding (i) penalties and interest relating to taxes, (ii) amortization or write-off of deferred financing fees and expensing of any other financing fees, including any expensing of bridge or commitment fees, (iii) any additional cash interest owing pursuant to any registration rights agreement, (iv) the non-cash portion of interest expense resulting from the reduction in the carrying value under purchase accounting of such person’s outstanding Indebtedness, (v) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Securitization Transaction or Qualified Receivables Facility, (vi) annual agency fees paid to the administrative agents and collateral agents under this Agreement and the Term Loan Credit Agreement, (vii) costs associated with obtaining Hedging Agreements, (viii) any expense

[Adient ABL — Amendment and Restatement Agreement]

resulting from the discounting of any Indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase accounting in connection with the any acquisition, (ix) any accretion of accrued interest on discounted liabilities and any prepayment premium or penalty and (x) interest expense resulting from push-down accounting; provided that, for purposes of calculating consolidated interest expense, no effect will be given to the discount and/or premium resulting from the bifurcation of derivatives under ASC 815, Derivatives and Hedging, as a result of the terms of the Indebtedness to which such consolidated interest expense applies; plus

(b) the consolidated interest expense of Parent and its Subsidiaries that was capitalized during such period; plus

(c) all cash dividends, whether paid or accrued, on any series of Disqualified Stock of Parent or any of its Subsidiaries or preferred stock of any non-Guarantor Subsidiary, excluding items eliminated in consolidation, in each case, determined on a consolidated basis in accordance with GAAP; minus

(d) the consolidated interest income of Parent and its Subsidiaries for such period, whether received or accrued, to the extent such income was included in determining Consolidated Net Income.

“EEA Financial Institution” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” shall mean any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Yield” shall mean, as to any Revolving Loans or other Indebtedness, the effective yield on such Revolving Loans or other Indebtedness as mutually determined by the Administrative Agent and the Lead Borrower in good faith, taking into account the applicable interest rate margins, any interest rate floors or similar devices and all fees, including upfront or similar fees or original issue discount (amortized over the shorter of (x) the Weighted Average Life to Maturity of such Loans or other Indebtedness and (y) the four years following the date of incurrence thereof) payable generally to lenders providing such Loans or other Indebtedness, but excluding any arrangement, structuring, commitment, underwriting or other fees payable in connection therewith that are not generally shared with the relevant lenders and customary consent fees paid generally to consenting lenders. Each mutual determination of the “Effective Yield” by the Administrative Agent and the Lead Borrower shall be conclusive and binding on all Lenders absent manifest error.

“Eligible Accounts” shall mean, collectively, the Eligible Billed Accounts and the Eligible Unbilled Accounts.

“Eligible Billed Accounts” shall mean, on any date of determination of the Borrowing Base, all of the Accounts owned by all applicable Loan Parties and reflected in the most recent Borrowing Base Certificate delivered by the Lead Borrower to the Administrative Agent, except any Account to which any of the exclusionary criteria set forth below applies. In addition, the Administrative Agent reserves the right, at any time and from time to time after the Original Closing Date, to adjust any of the criteria set forth below, to establish new criteria with respect to Eligible Billed Accounts and to adjust the advance rates, in each case, in its Permitted Discretion, subject to the approval of the Supermajority Lenders, as the case may be, in the case of adjustments, new criteria or increases in advance rates which, in each case, have the effect of making more credit available than would have been available if the standards in effect on the Original Closing Date had continued to be in effect. Eligible Billed Accounts shall not include any of the following Accounts:

(i) any Account in which the Collateral Agent, on behalf of the Secured Parties, does not have a valid and enforceable first priority (subject to Permitted Borrowing Base Liens) perfected (or equivalent in any foreign jurisdiction) Lien (which, for purposes of Accounts owned by Belgian Borrowers that are governed under the laws of a jurisdiction other than Belgian, shall require the taking of additional perfection steps other than solely the execution of Belgian Law Security Agreements);

[Adient ABL — Amendment and Restatement Agreement]

(ii) any Account that is not owned by a Loan Party;

(iii) any Account due from, (A) in the case of the European Facility, an Account Debtor that is not domiciled in the United States, Mexico, Austria, Belgium, Canada, Denmark, Finland, France, Greece, Germany, Italy, Ireland, Luxembourg, the Netherlands, Poland, Portugal, Spain, Sweden or the United Kingdom and (if not a natural person) organized or incorporated under the laws of the United States, Mexico, Austria, Belgium, Canada, Denmark, Finland, France, Greece, Germany, Italy, Ireland, Luxembourg, the Netherlands, Poland, Portugal, Spain, Sweden or the United Kingdom, and (B) in the case of the U.S. Revolving Subfacility or the U.S. FILO Subfacility, an Account Debtor that is not domiciled in the United States, Canada, Mexico, Belgium, Germany, Poland, Spain, Sweden or the United Kingdom and (if not a natural person) organized or incorporated under the laws of the United States, Canada, Mexico, Belgium, Germany, Poland, Spain, Sweden or the United Kingdom, unless, in each case, such Account is backed by credit insurance satisfactory to the Administrative Agent or a letter of credit acceptable to the Administrative Agent which is in the possession of, is directly drawable by the Administrative Agent and, with respect to which the Administrative Agent has “control” as defined in Section 9-107 of the UCC;

(iv) any Account that is payable in any currency other than (a) with respect to any Subfacility, U.S. Dollars, (b) with respect to the Belgian Subfacility, the German Subfacility, the Polish Subfacility or the Spanish Subfacility, Euros, (c) with respect to the Swedish Subfacility, Euros or Swedish Krona or (d) with respect to the U.K. Subfacility, Euros or Pounds Sterling;

(v) any Account that does not arise from the sale of goods or the performance of services by such Loan Party in the ordinary course of its business;

(vi) any Account that does not comply in all material respects with all applicable legal requirements, including, without limitation, all laws, rules, regulations and orders of any Governmental Authority;

(vii) any Account (A) as to which a Loan Party’s right to receive payment is contingent upon the fulfillment of any condition whatsoever unless such condition is satisfied, (B) as to which a Loan Party is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial or administrative process, (C) that represents a progress or milestone billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to a Loan Party’s completion of further performance under such contract or is subject to the equitable lien of a surety bond issuer, or (D) that arises with respect to goods that are delivered on a bill-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional except that Accounts arising from sales which are on a cash-on-delivery basis (to the extent such cash-on-delivery is in the ordinary course of business) shall not be deemed ineligible pursuant to this definition until 14 days after the shipment of the goods relating thereto;

(viii) to the extent that any defense, counterclaim or dispute arises, or any accrued rebate or sales commission payable exists or is owed, or the Account is, or is reasonably likely to become, subject to any right of recoupment, chargeback or set-off by the Account Debtor, for customer deposits or otherwise, to the extent of the amount of such rebate, sales commission, recoupment, chargeback or set-off, it being understood that the remaining balance of the Account shall be eligible;

(ix) any Account that is subject to any netting or similar arrangement, including, with respect to German law governed Accounts, current account arrangements (Kontokorrentabreden);

(x) any Account that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor;

(xi) any Account with respect to which an invoice or other electronic transmission constituting a request for payment, reasonably acceptable to the Administrative Agent in form and substance, has not been sent on a timely basis to the applicable Account Debtor according to the normal invoicing and timing procedures of the Loan Parties or that represents a partial payment on a delivered invoice;

(xii) any Account that arises from a sale to any director, officer, other employee or Affiliate of a Loan Party;

[Adient ABL — Amendment and Restatement Agreement]

(xiii) any Account that is in default; provided that, without limiting the generality of the foregoing, an Account shall be deemed in default at any time upon the occurrence of any of the following; provided, further, that, in calculating delinquent portions of Accounts under clause (xiii)(i)(A) below, credit balances will be excluded:

(i) such Account (A) is not paid and is more than ninety (90) days past due according to its original terms of sale or if no payment date is specified, more than one-hundred twenty (120) days after the date of the original invoice therefor, (B) such Account has dated terms of more than one-hundred twenty (120) days from the invoice date, or (C) such Account has been written off the books of the Loan Parties or otherwise designated as uncollectible or has been sent to a collection agency; or

(ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors, fails to pay its debts generally as they come due, or is classified by the Parent and its Subsidiaries as “cash only, bad check,” as determined by the Parent and its Subsidiaries in the ordinary course of business consistent with past-practice; or

(iii) a petition is filed by or against any Account Debtor obligated upon such Account under any Debtor Relief Law; provided that so long as an order exists permitting payment of trade creditors specifically with respect to such Account Debtor and such Account Debtor has obtained adequate post-petition financing to pay such Accounts, the Accounts of such Account Debtor shall not be deemed ineligible under the provisions of this clause (iii) to the extent the order permitting such financing allows the payment of the applicable Account;

(xiv) any Account that is the obligation of an Account Debtor (other than an individual) if 50% or more of the Dollar Equivalent of all Accounts owing by such Account Debtor are ineligible under the criteria set forth in clause (xiii) above;

(xv) any Account as to which any of the representations or warranties in the Loan Documents are untrue in any material respect (to the extent such materiality relates to the amount owing on such Account);

(xvi) any Account which is evidenced by a judgment, Instrument (as defined in the applicable Security Document) or Chattel Paper (as defined in the applicable Security Document) and such Instrument or Chattel Paper is not pledged and delivered to the Administrative Agent under the Security Documents;

(xvii) any Account on which the Account Debtor is a Governmental Authority, unless the applicable Loan Party has assigned its rights to payment of such Account to the Administrative Agent pursuant to the Assignment of Claims Act of 1940, as amended, in the case of a U.S. federal Governmental Authority, and pursuant to applicable law, if any, in the case of any other Governmental Authority, and such assignment has been accepted and acknowledged by the appropriate government officers to the extent required under such law for a valid assignment of such Account;

(xviii) any Account arising on account of a supplier rebate, unless the Loan Parties have received a waiver of offset from the supplier in form and substance reasonably satisfactory to the Administrative Agent;

(xix) any Account which is owing by an Account Debtor to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliates to the Loan Parties exceeds, in the case of (i) an Account Debtor with an Investment Grade Rating, 25% of the aggregate Eligible Billed Accounts of all Loan Parties, (ii) in the case of an Account Debtor that does not have an Investment Grade Rating, 15% of the aggregate Eligible Billed Accounts of all Loan Parties and (iii) in the case of an Account Debtor listed on Schedule 1.01(A), the percentage set forth on such schedule opposite such Account Debtor’s name (which Schedule 1.01(A) may be updated from time to time solely with the consent of the Administrative Agent) of the aggregate Eligible Billed Accounts of all Loan Parties;

(xx) any Account which the goods giving rise to such Account have not been shipped to the Account Debtor (or which is accounted for as deferred revenue following the shipment thereof until the risk of loss has passed to the Account Debtor) or for which the services giving rise to such Account have not been performed by such Loan Party;

[Adient ABL — Amendment and Restatement Agreement]

(xxi) any Account which is owing in respect of interest and late charges or fees in respect of Indebtedness;

(xxii) any Account which is acquired by a Loan Party after the Original Closing Date in an acquisition or other bulk purchase of assets (other than from another Loan Party) and would constitute, taken together with all other assets acquired in such acquisition or bulk purchase after the Original Closing Date and to become eligible pursuant to this clause (xxii) or clause (xii) of the definition of “Eligible Inventory,” more than 15% of the applicable Borrowing Base, unless and until such time as the Administrative Agent shall have received or conducted a field examination, from an examiner reasonably satisfactory to the Administrative Agent, of such Accounts acquired in such acquisition or other bulk purchase of assets and such other customary due diligence as the Administrative Agent may reasonably require in its Permitted Discretion in order to determine the appropriate Reserves against such Accounts, all of the results of the foregoing to be reasonably satisfactory to the Administrative Agent;

(xxiii) any Account as to which the contract or agreement underlying such Account is governed by (or, if no governing law is expressed therein, is deemed to be governed by) the laws of any jurisdiction other than the United States, any state thereof, the District of Columbia or any state thereof of (A) in the case of the Borrowing Base of any European Subfacility, any European Borrower Jurisdiction of (B) in the case of the U.S. Revolving Borrowing Base or the U.S. FILO Borrowing Base, Mexico; in each case, other than as reasonably agreed by the Administrative Agent;

(xxiv) any Account which is subject to any limitation on assignment or other restriction (whether arising by operation of law, by agreement or otherwise) which would, under the local governing law of the contract creating such Account, have the effect of restricting the assignment for or by way of security or the creation of security over such Account generally (including, without limitation, those Accounts that qualify as “disputed receivables” (créditos litigiosos) under article 1,535 of the Spanish Civil Code), in each case unless the Administrative Agent has determined that such limitation is not enforceable. Each Loan Party shall use its reasonable endeavors to remove any such restrictions from the underlying contracts evidencing its Accounts or to obtain consents to the granting of security over the Accounts from the relevant Account Debtors;

(xxv) any Account which is excluded from the scope of any Security Document by virtue of the definition of “Excluded Property” (or equivalent terminology in any such Security Document);

(xxvi) [reserved];

(xxvii) any Account that is accounted for as deferred revenue, including Accounts arising under extended warranty contracts;

(xxviii) any Account arising under a contract for which a Loan Party has posted a performance bond, up to the bond amount;

(xxix) any Account that is represented in the accounting of any Loan Party as unapplied cash, unreconciled difference, debit memos or credit memos, customer returns, adjustments or customer reserves;

(xxx) any Account due from an Account Debtor that is a Sanctioned Person;

(xxxi) any Account arising out of public procurement contracts; or

(xxxii) any Account that has been acquired by the Belgian Borrower, or by any earlier owner, as part of an acquisition of a business or of another set of assets falling under article 50 of the Belgian Code on the amicable and compulsory recovery of fiscal and non-fiscal claims of 13 April 2019, article 41quinquies of the Belgian law of 27 June 1969 on the social status of workers or article 16ter of the Belgian Royal Decree No. 38 of 27 July 1967 on the social status of self-employed persons.

“Eligible Cash” shall mean, with respect to any Person, cash of such Person that is on deposit in a Deposit Account that is subject to a Deposit Account Control Agreement in favor of the Collateral Agent; provided that if the subject account is held at an institution other than the Administrative Agent or its affiliates, at any time that either (i) the Aggregate Exposures exceed the Aggregate Borrowing Base (without giving regard to any cash included in the Borrowing Base) or (ii) the Payment Conditions are tested, the Collateral Agent reserves the right to verify the balance of such account on a daily basis.

[Adient ABL — Amendment and Restatement Agreement]

“Eligible In-Transit Inventory” shall mean Inventory in an aggregate amount not to exceed $40,000,000 that is owned by a U.S. Loan Party that would meet all of the criteria of “Eligible Inventory” if it were not in transit (solely to a location in the U.S. that would otherwise be acceptable pursuant to the other clauses of this definition). In addition, no Inventory shall be Eligible In-Transit Inventory unless (a) it is subject to a negotiable document of title, showing the Administrative Agent (or, with the consent of the Administrative Agent in its Permitted Discretion, the applicable U.S. Loan Party) as consignee and the Administrative Agent has control over such documents of title (including by delivery of customs broker or freight forwarder agreements in a form and substance reasonably acceptable to the Administrative Agent); (b) such Inventory is insured in accordance with the provisions of this Agreement and the other Loan Documents, including, without limitation, to the extent applicable, marine cargo insurance; (c) such Inventory has been identified to the applicable sales contract and title has passed to the applicable U.S. Loan Party; (d) such Inventory is not sold by a vendor that has a right to reclaim, divert shipment of, repossess, stop delivery, claim any reservation of title or otherwise assert Lien rights against the Inventory; (e) such Inventory is shipped by a common carrier that is not affiliated with the vendor and has not been acquired from a Person that is (x) currently the subject or target of any Sanctions or (y) a Sanctioned Person; and (f) is being handled by a customs broker, freight-forwarder or other handler that has delivered a customary lien waiver.

“Eligible Inventory” shall mean, subject to adjustment as set forth below, items of Inventory of any applicable Loan Party held for sale in the ordinary course. Eligible Inventory shall exclude any Inventory to which any of the exclusionary criteria set forth below apply. The Administrative Agent shall have the right to establish, modify or eliminate Reserves against Eligible Inventory from time to time in its Permitted Discretion. In addition, the Administrative Agent reserves the right, at any time and from time to time after the Original Closing Date, to adjust any of the criteria set forth below, to establish new criteria with respect to Eligible Inventory and to adjust advance rates, in each case, in its Permitted Discretion, subject to the approval of the Supermajority Lenders, in the case of adjustments, new criteria or increases in the advance rates, in each case, which have the effect of making more credit available than would have been available if the standards in effect on the Original Closing Date had continued to be in effect. Eligible Inventory shall not include any Inventory of the Loan Parties that:

(i) is not solely owned by a Loan Party (or a combination of Loan Parties), or is leased by or is on consignment to a Loan Party, or the Loan Parties do not have title thereto;

(ii) the Collateral Agent, on behalf of the Secured Parties, does not have a valid and enforceable first priority (subject to Permitted Borrowing Base Liens) perfected (or equivalent in any foreign jurisdiction) Lien in respect of such Inventory; provided that to qualify as Eligible Inventory, such Lien shall be governed by the laws of the jurisdiction in which the Inventory in question is located;

(iii) (A) is stored at a location leased by a Loan Party unless (x) the Administrative Agent has given its prior consent thereto, (y) a reasonably satisfactory Landlord Lien Waiver and Access Agreement has been delivered to the Administrative Agent, or (z) Landlord Lien Reserves reasonably satisfactory to the Administrative Agent have been established with respect thereto, or (B) is stored with a bailee or warehouseman unless either (x) a reasonably satisfactory acknowledged bailee waiver letter has been received by the Administrative Agent, or (y) Landlord Lien Reserves reasonably satisfactory to the Administrative Agent have been established with respect thereto;

(iv) (A) is placed on consignment, unless a valid consignment agreement which is reasonably satisfactory to the Administrative Agent is in place with respect to such Inventory or (B) is in transit (except Eligible In-Transit Inventory);

(v) is covered by a negotiable document of title, unless such document has been delivered to the Administrative Agent with all necessary endorsements, free and clear of all Liens except Liens in favor of landlords, carriers, bailees and warehousemen if clause (iii) above has been complied with;

(vi) is unsalable, shopworn, seconds, damaged, obsolete, distressed, has been written off or is unfit for sale, in each case, as determined in the ordinary course of business by the Loan Parties;

(vii) consists of display items or packing or shipping materials or manufacturing supplies;

(viii) is not of a type generally held for sale in the ordinary course of the Loan Parties’, as applicable, business;

(ix) except as otherwise agreed by the Administrative Agent, does not conform in all material respects to the representations or warranties pertaining to Inventory set forth in the Loan Documents;

[Adient ABL — Amendment and Restatement Agreement]

(x) is subject to any licensing arrangement or any other Intellectual Property or other proprietary rights of any Person, the effect of which would be to limit the ability of the Administrative Agent, or any Person selling the Inventory on behalf of the Administrative Agent, to sell such Inventory in enforcement of the Administrative Agent’s Liens without further consent or payment to the licensor or such other Person (unless such consent has then been obtained);

(xi) is not covered by casualty insurance maintained as required by Section 9.02;

(xii) is acquired by a Loan Party after the Original Closing Date in an acquisition or other bulk purchase of assets (other than from another Loan Party) and would constitute, taken together with all other assets acquired in such acquisition or bulk purchase after the Original Closing Date and to become eligible pursuant to this clause (xii) or clause (xxii) of the definition of “Eligible Billed Accounts,” more than 15% of the Aggregate Borrowing Base, unless and until such time as the Administrative Agent shall have received or conducted an appraisal, from an appraiser reasonably satisfactory to the Administrative Agent, of such Inventory acquired in such acquisition or other bulk purchase of assets and such other customary due diligence as the Administrative Agent may reasonably require in its Permitted Discretion order to determine the appropriate Reserves against such Inventory, all of the results of the foregoing to be reasonably satisfactory to the Administrative Agent;

(xiii) is located at any location where the aggregate value of all Eligible Inventory of the Loan Parties at such location is less than $250,000;

(xiv) is Inventory of another type deemed ineligible per the initial inventory appraisal;

(xv) is Inventory in relation to which (i) any contract or related documentation (such as invoices or purchase orders) relating to such Inventory includes retention of title rights in favor of the vendor or supplier thereof, or (ii) under applicable governing laws, retention of title may be imposed unilaterally by the vendor or supplier thereof; provided that Inventory which may be subject to any rights of retention of title shall not be excluded from Eligible Inventory solely pursuant to this sub-paragraph (xv) in the event that (A) the Administrative Agent shall have received evidence satisfactory to it that the full purchase price of such Inventory has, or will have, been paid prior, or upon the delivery of, such Inventory to the relevant Loan Party or (B) a Letter of Credit has been issued under and in accordance with the terms of this Agreement for the purchase of such Inventory;

(xvi) is stored at a location not in (a) the United States or Mexico, in the case of the U.S. Revolving Borrowing Base or U.S. FILO Borrowing Base, (b) Belgium, in the case of any Belgian Borrowing Base, (c) Germany, in the case of any German Borrowing Base, or (d) England or Wales, in the case of any U.K. Borrowing Base;

(xvii) has been returned by a customer or is in the process of being reworked or retooled;

(xviii) is not either Raw Materials or Finished Goods;

(xix) is held for use by an outside processor or subcontractor;

(xx) is of a type generally sold and delivered by the Loan Parties on a “drop-ship” basis;

(xxi) is represented in the accounting of any Loan Party as inventory adjustment, variance, reclassification, warranty reserve, write-off, inventory valuation or unreconciled difference; or

(xxii) has been acquired from any Sanctioned Person.

“Eligible Transferee” shall mean and include any existing Lender, any Approved Fund or any commercial bank, an insurance company, a finance company, a financial institution, any fund that invests in loans or any other “accredited investor” (as defined in Regulation D of the Securities Act) but in any event excluding (i) any natural person or any holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person, (ii) a Defaulting Lender or its subsidiaries, and (iii) Parent, Adient Global Holdings Jersey, each Borrower and their respective subsidiaries and Affiliates.

“Eligible Unbilled Accounts” shall mean each Account of a U.S. Borrower, a Belgian Borrower, a Polish Borrower, a Swedish Borrower, a Spanish Borrower or a U.K. Borrower that would qualify as an Eligible Billed Account except that an invoice or other electronic transmission constituting a request for payment with respect to

[Adient ABL — Amendment and Restatement Agreement]

such Account has not been sent to the applicable Account Debtor for a period of not more than ten (10) days after the performance of the obligations giving rise to such Account; provided that (x) the aggregate book value of Accounts constituting “Eligible Unbilled Accounts” of the Swedish Borrowers shall not exceed $5,000,000 at any time and (y) the aggregate book value of Accounts constituting “Eligible Unbilled Accounts” of the Spanish Borrowers (excluding any such Accounts which are subject to a Spanish law pledge agreement of which the applicable Account Debtor has been notified in writing (and the Administrative Agent shall have received written confirmation of such notice)) shall not exceed $5,000,000 at any time.

“Environment” shall mean ambient and indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources such as flora and fauna, the workplace or as otherwise defined in any Environmental Law.

“Environmental Claims” shall mean any and all administrative, regulatory or judicial actions, suits, demands, demand letters, directives, claims, liens, notices of noncompliance or violation, investigations and/or proceedings relating in any way to any Environmental Law or any permit issued, or any approval given, under any such Environmental Law, including, without limitation, (a) any and all Environmental Claims by governmental or regulatory authorities for enforcement, investigation, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, and (b) any and all Environmental Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief arising out of or relating to an alleged injury or threat of injury to human health, safety or the Environment due to the presence of Hazardous Materials, including any Release or threat of Release of any Hazardous Materials.

“Environmental Laws” shall mean all applicable laws (including common law), rules, regulations, codes, ordinances, orders, binding agreements, technical standards (normas técnicas), decrees or judgments, promulgated or entered into by or with any Governmental Authority, relating in any way to the Environment, preservation or reclamation of natural resources, any Hazardous Materials or to public or employee health and safety matters (to the extent relating to the Environment or Hazardous Materials).

“Environmental Permits” shall have the meaning assigned to such term in Section 8.16.

“Equity Interests” of any person shall mean any and all shares, interests, equity quotas (partes sociales), rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such person, including any preferred stock (including any preferred equity certificates (and any other similar instruments)), any limited or general partnership interest and any limited liability company membership interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time and any final regulations promulgated and the rulings issued thereunder.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with Parent, any Borrower or any Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” shall mean (a) any Reportable Event or the requirements of Section 4043(b) of ERISA apply with respect to a Plan; (b) with respect to any Plan, the failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived; (c) a determination that any Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); (d) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure to make by its due date any required contribution to a Multiemployer Plan; (e) the incurrence by Parent, a Borrower, a Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan; (f) the receipt by Parent, a Borrower, a Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan; (g) the incurrence by Parent, a Borrower, a Subsidiary or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (h) the receipt by Parent, a Borrower, a Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from Parent, any Borrower, any Subsidiary or any ERISA Affiliate of any notice, concerning the impending imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA, or in “endangered” or “critical” status, within the meaning of Section 432 of the Code or Section 305 of ERISA; (i) the conditions for imposition of a lien under Section 303(k) of ERISA shall have been met with respect

[Adient ABL — Amendment and Restatement Agreement]

to any Plan; or (j) the withdrawal of any of Parent, a Borrower, a Subsidiary or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA.

“ESG Amendment” shall have the meaning assigned to such term in Section 2.21(a).

“ESG Pricing Provisions” shall have the meaning assigned to such term in Section 2.21(b).

“EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“EURIBOR Rate” shall mean, with respect to any Borrowing denominated in Euros and for any Interest Period, the EURIBO Screen Rate, two TARGET Days prior to the commencement of such Interest Period.

“EURIBO Screen Rate” shall mean the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters as published at approximately 11:00 a.m. Brussels time two TARGET Days prior to the commencement of such Interest Period. If such page or service ceases to be available, the Administrative Agent may specify another page or service displaying the relevant rate after consultation with the Lead Borrower.

“Euro” or “€” shall mean the single currency of the Participating Member States.

“European Borrower Jurisdictions” shall mean each of Belgium, Germany, Poland, Spain, Sweden and England and Wales.

“European Borrowers” shall mean the Belgian Borrowers, the German Borrowers, the Polish Borrowers, the Spanish Borrowers, the Swedish Borrowers and the U.K. Borrowers.

“European Borrowing Base” shall mean, at any time of calculation, an amount equal to the sum of (x) each Belgian Borrowing Base, each German Borrowing Base, each Spanish Borrowing Base, each Swedish Borrowing Base and each U.K. Borrowing Base (excluding (i) clause (d) of the definition of “Belgian Borrowing Base,” (ii) clause (d) of the definition of “German Borrowing Base,” (iii) clause (c) of the definition of “Polish Borrowing Base,” (iv) clause (c) of the definition of “Spanish Borrowing Base,” (v) clause (c) of the definition of “Swedish Borrowing Base,” (vi) clause (d) of the definition of “U.K. Borrowing Base”) and (y) the positive amount, if any, by which the U.S. Revolving Line Cap exceeds the total U.S. Revolving Exposure of all Lenders at such time.

“European Collateral” shall mean all Belgian Collateral, German Collateral, Irish Collateral, Luxembourg Collateral, Jersey Collateral, Polish Collateral, Spanish Collateral, Swedish Collateral and U.K. Collateral.

“European Facility” shall mean the European Revolving Commitments of the Lenders and the Loans and Letters of Credit pursuant to those European Revolving Commitments in accordance with the terms hereof.

“European Issuing Bank” shall mean, as the context may require, (a) J.P. Morgan SE, with respect to Letters of Credit issued by it, Bank of America Europe Designated Activity Company, with respect to Letters of Credit issued by it, Citibank, N.A., with respect to Letters of Credit issued by it, Crédit Agricole Corporate and Investment Bank, with respect to Letters of Credit issued by it, Barclays Bank Ireland PLC, with respect to Letters of Credit issued by it, and (b) any other Lender that may become a European Issuing Bank pursuant to Sections 2.13(i) and 2.13(k), with respect to Letters of Credit issued by such Lender; or (c) collectively, all of the foregoing; provided that the amounts set forth in clause (a) of this definition shall be correspondingly reduced on a ratable basis by the amount allocated to such new European Issuing Bank (unless otherwise agreed by all then existing European Issuing Banks). Each European Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by affiliates of such European Issuing Bank (including without limitation with respect to Letters of Credit with a co-Applicant that is not a European Loan Party), in which case the term “European Issuing Bank” shall include any such affiliate with respect to Letters of Credit issued by such affiliate.

“European Issuing Bank Sublimit” shall mean (i) with respect to J.P. Morgan SE, $10,000,000, (ii) with respect to Bank of America Europe Designated Activity Company, $10,000,000, (iii) with respect to Citibank, N.A., $8,000,000, (iv) with respect to Crédit Agricole Corporate and Investment Bank, $6,000,000, (v) with respect to

[Adient ABL — Amendment and Restatement Agreement]

Barclays Bank Ireland PLC, $6,000,000 and (vi) with respect to each other European Issuing Bank, such amount as may be agreed among the Lead Borrower and such other European Issuing Bank (and notified to the Administrative Agent) at the time such other European Issuing Bank becomes a European Issuing Bank. The European Issuing Bank Sublimit of any European Issuing Bank may be increased or decreased as agreed by such European Issuing Bank and the Lead Borrower (each acting in their sole discretion) and notified in a writing executed by such European Issuing Bank and the Lead Borrower.

“European LC Commitment” shall mean the commitment of each European Issuing Bank to issue Letters of Credit under any European Subfacility pursuant to Section 2.13.

“European LC Credit Extension” shall mean, with respect to any European Letter of Credit under any European Subfacility, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“European LC Disbursement” shall mean a payment or disbursement made by any European Issuing Bank pursuant to a European Letter of Credit under any European Subfacility.

“European LC Exposure” shall mean at any time the sum of (a) the aggregate undrawn amount of all outstanding European Letters of Credit at such time plus (b) the aggregate principal amount of all European LC Disbursements that have not yet been reimbursed at such time. The European LC Exposure of any Lender at any time shall mean its Pro Rata Percentage (with respect to the European Facility) of the aggregate European LC Exposure at such time.

“European LC Obligations” shall mean the sum (without duplication) of (a) all amounts owing by the European Borrower for any drawings under European Letters of Credit (including any bankers’ acceptances or other payment obligations arising therefrom); and (b) the stated amount of all outstanding European Letters of Credit.

“European LC Sublimit” shall have the meaning provided in Section 2.13(b).

“European Letter of Credit” shall mean any letters of credit issued or to be issued by any European Issuing Bank under the European Facility for the account of any European Borrowers (or any Subsidiary of a European Borrower, with such European Borrower as a co-applicant thereof) pursuant to Section 2.13, including any standby letter of credit, time (usance), or documentary letter of credit or any indemnity, or bank guarantee or similar form of credit support issued by the Administrative Agent or a European Issuing Bank for the benefit of a European Borrower.

“European Line Cap” shall mean an amount that is equal to the lesser of (a) the European Revolving Commitments and (b) the then applicable European Borrowing Base.

“European Loan Parties” shall mean the Belgian Loan Parties, the German Loan Parties, the Irish Loan Parties, the Jersey Loan Parties, the Luxembourg Loan Parties, the Polish Loan Parties, the Spanish Loan Parties, the Swedish Loan Parties and the U.K. Loan Parties.

“European Protective Advances” shall mean the Belgian Protective Advances, German Protective Advances, Polish Protective Advances, Spanish Protective Advances, Swedish Protective Advances and U.K. Protective Advances, collectively.

“European Revolving Commitment” shall mean, with respect to each Lender, the commitment, if any, of such Lender to make European Revolving Loans hereunder up to the amount set forth and opposite such Lender’s name on Schedule 2.01 under the caption “European Revolving Commitment,” or in the Assignment and Assumption pursuant to which such Lender assumed its European Revolving Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 13.04. The aggregate amount of the Lenders’ European Revolving Commitments on the Restatement Date is $300,000,000. For the avoidance of doubt, the European Revolving Commitments shall be comprised of the Belgian Revolving Commitments, the German Revolving Commitments, the Polish Revolving Commitments, the Spanish Revolving Commitments, the Swedish Revolving Commitments and the U.K. Revolving Commitments and not in duplication thereof.

“European Revolving Exposure” shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding European Revolving Loans of such Lender, plus the aggregate amount of such Lender’s Swingline Exposure under the European Facility, plus the aggregate amount of such Lender’s European LC Exposure in respect of Letters of Credit issued for a European Borrower.

[Adient ABL — Amendment and Restatement Agreement]

“European Revolving Lenders” shall mean each Lender that has a European Revolving Commitment or European Revolving Loans at such time.

“European Revolving Loans” shall mean advances made pursuant to Article 2 hereof under any European Subfacility (including, for the avoidance of doubt, any Swingline Loans).

“European Subfacilities” shall mean the Belgian Subfacility, the German Subfacility, the Polish Subfacility, the Spanish Subfacility, the Swedish Subfacility and the U.K. Subfacility.

“Event of Default” shall have the meaning provided in Section 11.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Account” shall mean a Deposit Account, Securities Account or Commodity Account (i) which is used for the sole purpose of making payroll and withholding tax payments related thereto and other employee wage and benefit payments and accrued and unpaid employee compensation payments (including salaries, wages, benefits and expense reimbursements, 401(k) and other retirement plans and employee benefits, including rabbi trusts for deferred compensation and health care benefits), (ii) which is used for the sole purpose of paying taxes, including sales taxes, (iii) which is used as an escrow account or as a fiduciary or trust account or is otherwise held exclusively for the benefit of an unaffiliated third party, (iv) which is a zero balance Deposit Account, Securities Account or Commodity Account, unless, in the case of a zero balance Deposit Account of a Foreign Loan Party, such zero balance Deposit Account is used for purposes of the collection of Accounts, (v) which is not otherwise subject to the provisions of this definition and, in the case of each Foreign Loan Party, is not used for the purposes of collection of Accounts and together with any other Deposit Accounts, Securities Accounts or Commodity Accounts that are excluded pursuant to this clause (v), has an average daily balance for any fiscal month of less than $5,000,000 or (vi) which is a notional account held at Bank Mendes Gans and which, for the avoidance of doubt, is not used for the purposes of collection of Accounts.

“Excluded Property” shall have the meaning assigned to such term in Section 9.10.

“Excluded Securities” shall mean any of the following:

(a) any Equity Interests or Indebtedness with respect to which the Collateral Agent and Parent reasonably agree that the cost or other consequences (including Tax consequences) of pledging such Equity Interests or Indebtedness in favor of the Secured Parties under the Security Documents are likely to be excessive in relation to the value to be afforded thereby;

(b) any Equity Interests or Indebtedness to the extent, and for so long as, the pledge thereof is prohibited by any Requirement of Law (in each case, except to the extent such prohibition is unenforceable after giving effect to applicable provisions of the Uniform Commercial Code, the Specified Foreign Laws and other applicable law);

(c) any Equity Interests of any person that is not a Wholly Owned Subsidiary to the extent (A) that a pledge thereof to secure the Obligations is prohibited by (i) any applicable organizational documents, constitutional documents, joint venture agreement, shareholder agreement, or similar agreement or (ii) any other contractual obligation (not created in contemplation of the consummation of the Transactions) with an unaffiliated third party not in violation of Section 10.09 that was existing on the Original Closing Date or at the time of the acquisition of such subsidiary and was not created in contemplation of such acquisition, (B) any organizational documents, constitutional documents, joint venture agreement, shareholder agreement, or similar agreement (or other contractual obligation referred to in subclause (A)(ii) above) prohibits such a pledge without the consent of any other party; provided, that this clause (B) shall not apply if (1) such other party is a Loan Party or a Wholly Owned Subsidiary or (2) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate Parent or any Subsidiary to obtain any such consent) and for so long as such organizational documents, constitutional documents, joint venture agreement, shareholder agreement or similar agreement (or other contractual obligation referred to in subclause (A)(ii) above) or replacement or renewal thereof is in effect, or (C) a pledge thereof to secure the Obligations would give any other party (other than a Loan Party or a Wholly Owned Subsidiary) to any organizational documents, constitutional documents, joint venture agreement, shareholder agreement or similar agreement governing such Equity Interests the right to terminate its obligations thereunder;

[Adient ABL — Amendment and Restatement Agreement]

(d) any Equity Interests of any (A) Unrestricted Subsidiary or (B) any Receivables Entity (to the extent they are restricted from being pledged by the applicable Qualified Receivables Facility);

(e) any Equity Interests of any Immaterial Subsidiary;

(f) any Margin Stock; and

(g) solely with respect to the North American Facility, voting Equity Interests (and any other interests constituting “stock entitled to vote” within the meaning of U.S. Treasury Regulation Section 1.956-2(c)(2)) in (A) any Foreign Subsidiary of the Lead Borrower that is a CFC or (B) any FSHCO, in each case, in excess of 65% of all such voting Equity Interests.

Notwithstanding anything to the contrary herein, in no event shall any asset included in any Borrowing Base constitute Excluded Securities.

“Excluded Subsidiary” shall mean any of the following:

(a) each Immaterial Subsidiary,

(b) each Subsidiary that is not a Wholly Owned Subsidiary (for so long as such Subsidiary remains a non-Wholly Owned Subsidiary),

(c) each Subsidiary that is prohibited from Guaranteeing or granting Liens to secure the Obligations by any Requirement of Law or that would require consent, approval, license or authorization of a Governmental Authority to Guarantee or grant Liens to secure the Obligations (unless such consent, approval, license or authorization has been received),

(d) each Subsidiary that is prohibited by any applicable contractual requirement (not created in contemplation of the consummation of the Transactions) from Guaranteeing or granting Liens to secure the Obligations on the Original Closing Date or at the time such Subsidiary becomes a Subsidiary not in violation of Section 10.09 (and for so long as such restriction or any replacement or renewal thereof is in effect),

(e) any Receivables Entity,

(f) any Foreign Subsidiary (other than any Foreign Subsidiary that is organized or incorporated in a Specified Jurisdiction and, solely with respect to the North American Facility, is not (A) a Foreign Subsidiary of the Lead Borrower that is a CFC or (B) a FSHCO); provided that (x) any Foreign Subsidiary organized or incorporated under the laws of Ireland, Luxembourg or Jersey shall be an Excluded Subsidiary unless it holds, directly or indirectly, Equity Interests in a Borrower or a Guarantor or is designated by Parent as a Guarantor and (y) any Foreign Subsidiary organized or incorporated under the laws of Germany shall be an Excluded Subsidiary until the German Effectiveness Date,

(g) solely with respect to the North American Facility, any U.S. Subsidiary (i) that is a FSHCO or (ii) that is a Subsidiary of a Foreign Subsidiary of the Lead Borrower that is a CFC,

(h) any other Subsidiary with respect to which the Administrative Agent and Parent reasonably agree that the cost or other consequences (including, without limitation, Tax consequences) of providing a Guarantee of or granting Liens to secure the Obligations are excessive in relation to the value to be afforded thereby,

(i) [reserved],

(j) each Unrestricted Subsidiary,

(k) each Insurance Subsidiary,

(l) each Not-for-Profit Subsidiary,

(m) each Securitization Entity,

[Adient ABL — Amendment and Restatement Agreement]

(n) Adient UK Pension Scheme Trustee Limited, a company incorporated in England and Wales with company number 04978802,

(o) Adient Financial Luxembourg, and

(p) Adient Holding Ltd., a company incorporated in England and Wales with company number 09975841.

Notwithstanding anything to the contrary herein, no Borrower or Mexican Obligor shall be an Excluded Subsidiary.

“Excluded Swap Obligation” shall mean, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of (a) such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder or (b) in the case of a Swap Obligation subject to a clearing requirement pursuant to Section 2(h) of the Commodity Exchange Act (or any successor provision thereto), because such Guarantor is a “financial entity,” as defined in Section 2(h)(7)(C)(i) of the Commodity Exchange Act (or any successor provision thereto), in each case at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation, unless otherwise agreed between the Administrative Agent and Parent. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document (a “Recipient”), (i) Taxes imposed on or measured by its overall net income (however denominated, and including, for the avoidance of doubt, franchise and similar Taxes imposed on it in lieu of net income Taxes) and branch profits Taxes, in each case, imposed by a jurisdiction (including any political subdivision thereof) as a result of such Recipient being organized in, having its principal office in or in the case of any Lender, having its applicable lending office in, such jurisdiction, or as a result of any other present or former connection with such jurisdiction (including, for the avoidance of doubt, being engaged in a trade or business in such jurisdiction), other than any such connection arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received, perfected or enforced a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document or Letter of Credit, or sold or assigned an interest in any Loan, Loan Document or Letter of Credit, (ii) solely with respect to the North American Facility, U.S. federal withholding Tax imposed on any payment by or on account of any obligation of any Loan Party hereunder or under any other Loan Document to a Lender (other than to the extent such Lender is an assignee pursuant to a request by a Borrower under Section 3.04) pursuant to laws in force at the time such Lender becomes a party hereto as a Lender in respect of the North American Facility (or designates a new lending office in respect of the North American Facility), except to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to the designation of a new lending office (or assignment), to receive additional amounts or indemnification payments from any Loan Party with respect to such withholding Tax pursuant to Article 5, (iii) any withholding Tax imposed on any payment by or on account of any obligation of any Loan Party hereunder that is attributable to such Recipient’s failure to comply with Section 5.01(e) or (iv) any Tax imposed under FATCA.

“Existing Credit Agreement” shall have the meaning assign to such term in the recitals hereto.

“Existing Letter of Credit” shall mean each letter of credit that is listed on Schedule 1.01(C) hereto.

“Existing Receivables Facility” shall mean the Amended and Restated Receivables Transfer and Servicing Agreement, dated as of December 20, 2018, as may be amended, restated, supplemented or otherwise modified from time to time, among Adient Germany Limited & Co. KG, Parent, Ester Finance Titrisation, Crédit Agricole Corporate & Investment Bank, Eurotitrisation and the other entities listed therein.

“Existing Revolving Loans” shall have the meaning assigned to such term in Section 2.19.

“Extended Revolving Loan Commitments” shall mean one or more commitments hereunder to convert Existing Revolving Loans to Extended Revolving Loans of a given Extension Series pursuant to an Extension Amendment.

[Adient ABL — Amendment and Restatement Agreement]

“Extended Revolving Loans” shall have the meaning provided in Section 2.19.

“Extending Lender” shall have the meaning provided in Section 2.19(c).

“Extension Amendment” shall have the meaning provided in Section 2.19(d).

“Extension Election” shall have the meaning provided in Section 2.19(c).

“Extension Request” shall have the meaning provided in Section 2.19(a).

“Extension Series” shall have the meaning provided in Section 2.19(a).

“Fair Market Value” shall mean, with respect to any asset or property, the price that could be negotiated in an arms’-length transaction between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction (as determined in good faith by the management of the Lead Borrower), including reliance on the most recent real property tax bill or assessment in the case of Real Property.

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future United States Treasury Regulations thereunder or official administrative interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, such Code section as of the date of this Agreement (or any amended or successor version described above), or any intergovernmental agreements (or related laws, regulations or official administrative guidance) implementing the foregoing.

“FCCR Test Amount” shall have the meaning provided in Section 10.10.

“Federal Funds Rate” shall mean, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate; provided, that if the above rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Federal Reserve Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

“Fee Letter” shall mean the Fee Letter, dated as of the Original Closing Date, by and among JPMCB and the Lead Borrower.

“Fees” shall mean all amounts payable pursuant to or referred to in Section 2.05.

“Financial Officer” of any person shall mean the Chief Financial Officer, principal accounting officer, Treasurer, Assistant Treasurer, Controller or other executive responsible for the financial affairs of such person.

“Financial Statements” shall mean the annual and quarterly financial statements required to be delivered pursuant to Sections 9.04(a) and (b).

“Financial Support Direction” shall mean a financial support direction issued by the Pensions Regulator under section 43 of the Pensions Act 2004.

“Finished Goods” shall mean seating systems and components thereof, which include complete seating systems, frames, mechanisms, foam, head restraints, armrests, trim covers and related fabrics, instrument panels, floor consoles, door panels, overhead consoles, cockpit systems, and decorative trim, in each case, for use in passenger cars, light trucks, and commercial vehicles.

“First Lien Notes” shall mean $800,000,000 in aggregate principal amount of senior first lien secured notes due 2026 issued by the Lead Borrower on the Original Closing Date.

“First Lien Notes Agent” shall mean U.S. Bank, National Association, as the trustee under the indenture governing the First Lien Notes or any successor thereto acting in such capacity.

[Adient ABL — Amendment and Restatement Agreement]

“Flood Documentation” shall mean with respect to each Mortgaged Property located in the United States of America or any territory thereof, (i) a completed “life-of-loan” Federal Emergency Management Agency standard flood hazard determination (and to the extent a Mortgaged Property is located in a Special Flood Hazard Area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Lead Borrower) and (ii) a copy of, or a certificate as to coverage under, and a declaration page relating to, the insurance policies, along with a copy of the underlying policies (if requested by the Administrative Agent) required by Section 9.02(c) hereof and the applicable provisions of the Security Documents, each of which shall (A) be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable), (B) name the Collateral Agent, on behalf of the Secured Parties, as additional insured and lender’s loss payee/mortgagee, (C) identify the address of each property located in a Special Flood Hazard Area, the applicable flood zone designation and the flood insurance coverage and deductible relating thereto and (D) be otherwise in form and substance reasonably satisfactory to the Collateral Agent and each of the Lenders, subject to the provisions of Sections 9.02(a), 9.02(b) and 9.02(c).

“Flood Insurance Laws” shall mean, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (v) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“Floor” shall mean the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate, Adjusted EURIBOR Rate, STIBO Rate, Adjusted Daily Simple RFR or the Central Bank Rate, as applicable. For the avoidance of doubt the initial Floor for each of the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate, STIBO Rate, Adjusted Daily Simple RFR and the Central Bank Rate shall be 0.00%.

“Foreign Loan Parties” shall mean each Loan Party that is not a U.S. Loan Party.

“Foreign Subsidiary” shall mean any Subsidiary that is not incorporated or organized under the laws of the United States of America, any state thereof or the District of Columbia.

“Fronting Exposure” shall mean a Defaulting Lender’s Pro Rata Share of LC Exposure or Swingline Loans, as applicable, except to the extent allocated to other Lenders under Section 2.11.

“Fronting Fee” shall have the meaning provided in Section 2.05(c).

“FSHCO” shall mean any U.S. Subsidiary that owns no material assets (directly or through subsidiaries) other than the Equity Interests of one or more Foreign Subsidiaries of the Lead Borrower that are CFCs.

“GAAP” shall mean generally accepted accounting principles in effect from time to time in the United States of America, applied on a consistent basis, subject to the provisions of Section 1.02.

“German” or “Germany” shall mean the Federal Republic of Germany (Bundesrepublik Deutschland), any governmental or public body or authority, or any subdivision thereof.

“German Account Pledge Agreements” shall mean the German account pledge agreements executed by the German Loan Parties as of the German Effectiveness Date creating security interests over certain assets of the German Loan Parties (subject to customary limitations of enforcement).

“German Borrowers” shall mean the German Parent Borrower and each German Subsidiary Borrower.

“German Borrowing Base” shall mean at any time of calculation, in respect of each German Borrower, an amount equal to the sum of, without duplication:

(a) the book value of Eligible Billed Accounts of such German Borrower multiplied by the advance rate of 85%; plus

(b) [reserved];

[Adient ABL — Amendment and Restatement Agreement]

(c) the lesser of (i) the Cost of Eligible Inventory of such German Borrower multiplied by the advance rate of 75%, and (ii) the appraised NOLV Percentage of Eligible Inventory of such German Borrower multiplied by the advance rate of 85%; plus

(d) the positive amount, if any, by which the U.S. Revolving Line Cap exceeds the total U.S. Revolving Exposure of all Lenders; minus

(e) Reserves established from time to time by the Administrative Agent in accordance herewith.

“German Collateral” shall mean all property (whether real, personal or otherwise) with respect to which any security interests will be granted by the German Loan Parties in accordance with the requirements set forth in Section 6C.07, Section 9.10 or Section 9.12.

“German Effectiveness Date” shall have the meaning provided in Article 6C.

“German Global Assignment Agreements” shall mean the German global assignment agreements executed by the German Loan Parties as of German Effectiveness Date creating security interests over certain assets of the German Loan Parties (subject to customary limitations of enforcement).

“German Guarantor” shall mean each German Subsidiary that is not a German Borrower that is on the German Effectiveness Date, or which becomes, a party to the Guarantee Agreement in accordance with the requirements of this Agreement or the provisions of such Guarantee Agreement.

“German Line Cap” shall mean, with respect to each German Borrower, an amount that is equal to the lesser of (a) the German Revolving Sublimit and (b) the then applicable German Borrowing Base of such German Borrower.

“German Loan Party” shall mean each German Borrower and each German Guarantor.

“German Parent Borrower” shall mean any entity executing this Agreement (or a joinder to this Agreement) on the German Effectiveness Date as the “German Parent Borrower.”

“German Protective Advances” shall have the meaning provided in Section 2.18.

“German Revolving Borrowing” shall mean a Borrowing comprised of German Revolving Loans.

“German Revolving Commitment” shall mean, with respect to each European Revolving Lender, the commitment of such European Revolving Lender to make German Revolving Loans hereunder up to the amount of such European Revolving Lender’s European Pro Rata Percentage of the German Revolving Sublimit; provided that such European Revolving Lender’s European Revolving Exposure does not exceed its European Revolving Commitment.

“German Revolving Exposure” shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding German Revolving Loans of such Lender, plus the aggregate amount of such Lender’s Swingline Exposure under the German Subfacility, plus the aggregate amount of such Lender’s European LC Exposure in respect of Letters of Credit issued for a German Borrower.

“German Revolving Loans” shall mean advances made pursuant to Article 2 hereof under the German Subfacility and may constitute German Revolving Loans and Swingline Loans under the German Subfacility.

“German Revolving Sublimit” shall mean $50,000,000.

“German Security Documents” shall mean the Initial German Security Agreements and, after the execution and delivery thereof, each Additional Security Document governed by German law, together with any other applicable security documents governed by German law from time to time (subject to customary limitations of enforcement).

“German Security Transfer Agreements” shall mean the German security transfer agreements executed by the German Loan Parties as of the German Effectiveness Date creating security interests over certain assets of the German Loan Parties (subject to customary limitations of enforcement).

[Adient ABL — Amendment and Restatement Agreement]

“German Subfacility” shall mean the German Revolving Commitments of the Lenders and the Loans and European LC Credit Extensions pursuant to those Commitments in accordance with the terms hereof.

“German Subsidiary” shall mean any Subsidiary of the Parent that is incorporated, formed or otherwise organized under the laws of Germany.

“German Subsidiary Borrowers” shall mean any entity executing this Agreement (or a joinder to this Agreement) on the German Effectiveness Date as a “German Subsidiary Borrower,” and each other German Subsidiary that is or becomes a party to this Agreement as a Borrower after the German Effectiveness Date pursuant to Section 9.10(g) or otherwise.

“Global Availability” shall mean, as of any applicable date, the amount by which the Line Cap at such time exceeds the Aggregate Exposures on such date.

“Governmental Authority” shall mean the government of the United States of America, Belgium, Germany, Ireland, Jersey, Luxembourg, Mexico, Poland, Spain, Sweden, the United Kingdom or any other country, including any political subdivision of any of the foregoing (including state, regional provincial, territorial, local or otherwise), the European Central Bank, the Council of Ministers of the European Union, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity (including any European supranational body) exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” of or by any person (the “guarantor”) shall mean (a) any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (iv) entered into for the purpose of assuring in any other manner the holders of such Indebtedness or other obligation of the payment thereof or to protect such holders against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of the guarantor securing any Indebtedness or other obligation (or any existing right, contingent or otherwise, of the holder of Indebtedness or other obligation to be secured by such a Lien) of any other person, whether or not such Indebtedness or other obligation is assumed by the guarantor (other than Liens on Equity Interests of Unrestricted Subsidiaries securing Indebtedness of such Unrestricted Subsidiaries); provided, however, that the term “Guarantee” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Original Closing Date or entered into in connection with any acquisition or Disposition of assets permitted by this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness or other obligation in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such person in good faith. The amount of the Indebtedness or other obligation subject to any Guarantee provided by any person for purposes of clause (b) above shall (unless the applicable Indebtedness has been assumed by such person or is otherwise recourse to such person) be deemed to be equal to the lesser of (A) the aggregate unpaid amount of such Indebtedness or other obligation and (B) the Fair Market Value of the property encumbered thereby.

“Guarantee Agreement” shall mean (x) with respect to each Loan Party (other than the Spanish Loan Parties), the Guarantee Agreement executed by each such Loan Party and the Collateral Agent and (y) with respect to each Spanish Loan Party, the Spanish Loan Parties Guarantee Agreement.

“Guaranteed Creditors” shall mean and include (x) each of the Administrative Agent, the Collateral Agent, the Lenders, each Issuing Bank and each Swingline Lender and (y) any Secured Bank Product Provider or any Person that was a Secured Bank Product Provider on the Original Closing Date or at the time of entry into a particular Secured Bank Product Obligation.

“Guarantor” shall mean and include Adient Global Holdings Jersey, Parent, each Borrower (with respect to the Obligations of each other Borrower) and each Subsidiary of Parent (other than the Borrowers) that is or becomes a party to the Guarantee Agreement, whether existing on the Original Closing Date or established, created or acquired after the Original Closing Date, unless and until such time as such Subsidiary is released from its obligations under the Guarantee Agreement in accordance with the terms and provisions hereof or thereof.

[Adient ABL — Amendment and Restatement Agreement]

“Hazardous Materials” shall mean all pollutants, contaminants, wastes, chemicals, materials, substances and constituents, including, without limitation, explosive or radioactive substances or petroleum by products or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas or pesticides, fungicides, fertilizers or other agricultural chemicals, of any nature subject to regulation or which can give rise to liability under any Environmental Law.

“Hedging Agreement” shall mean any agreement with respect to any swap, forward, future or derivative transaction, or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value, or credit spread transaction, repurchase transaction, reserve repurchase transaction, securities lending transaction, weather index transaction, spot contracts, fixed price physical delivery contracts, or any similar transaction or any combination of these transactions, in each case of the foregoing, whether or not exchange traded; provided, that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of Parent or any of the Subsidiaries shall be a Hedging Agreement.

“Immaterial Subsidiary” shall mean any Subsidiary that (a) did not, as of the last day of the fiscal quarter of Parent most recently ended for which financial statements have been (or were required to be) delivered pursuant to Section 9.04(a) or 9.04(b), have assets with a value in excess of 2.5% of the Consolidated Total Assets or revenues representing in excess of 2.5% of total revenues of Parent and the Subsidiaries on a consolidated basis as of such date, and (b) taken together with all such Subsidiaries as of such date, did not have assets with a value in excess of 5.0% of Consolidated Total Assets or revenues representing in excess of 5.0% of total revenues of Parent and the Subsidiaries on a consolidated basis as of such date; provided that no Borrower or Mexican Obligor shall be an Immaterial Subsidiary.

“Increase Date” shall have the meaning provided in Section 2.15(b).

“Increase Loan Lender” shall have the meaning provided in Section 2.15(b).

“Incremental Revolving Commitment Agreement” shall have the meaning provided in Section 2.15(d).

“Indebtedness” of any person shall mean, without duplication,

(a) all obligations of such person for borrowed money,

(b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments (except any such obligation issued in the ordinary course of business with a maturity date of no more than six months in a transaction intended to extend payment terms of trade payables or similar obligations to trade creditors incurred in the ordinary course of business),

(c) all obligations of such person under conditional sale or other title retention agreements relating to property or assets purchased by such person (except any such obligation that constitutes a trade payable or similar obligation to a trade creditor incurred in the ordinary course of business),

(d) all obligations of such person issued or assumed as the deferred purchase price of property or services (except any such balance that (i) constitutes a trade payable or similar obligation to a trade creditor incurred in the ordinary course of business, (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such person in accordance with GAAP and (iii) liabilities accrued in the ordinary course of business; it being understood that, for the avoidance of doubt, obligations owed to banks and other financial institutions in connection with any arrangement whereby a bank or other institution purchases payables described in clause (i) above owed by Parent or its Subsidiaries shall not constitute Indebtedness) which purchase price is due more than six months after the date of placing the property in service or taking delivery and title thereto,

(e) all Guarantees by such person of Indebtedness of others,

(f) all Capitalized Lease Obligations of such person,

(g) obligations under any Hedging Agreements,

(h) the principal component of all obligations, contingent or otherwise, of such person as an account party in respect of letters of credit,

[Adient ABL — Amendment and Restatement Agreement]

(i) the principal component of all obligations of such person in respect of bankers’ acceptances,

(j) the amount of all obligations of such person with respect to the redemption, repayment or other repurchase of any Disqualified Stock (excluding accrued dividends that have not increased the liquidation preference of such Disqualified Stock),

(k) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such person (other than Liens on Equity Interests of Unrestricted Subsidiaries securing Indebtedness of such Unrestricted Subsidiaries), whether or not the Indebtedness secured thereby has been assumed, and

(l) all Attributable Receivables Indebtedness with respect to Qualified Receivables Facilities and obligations in respect of Qualified Securitization Transactions,

if and to the extent any of the preceding items (other than letters of credit) would appear as a liability upon a balance sheet of such person prepared in accordance with GAAP; provided that (i) contingent obligations incurred in the ordinary course of business or consistent with past practice, (ii) any balance that constitutes a trade payable, accrued expense or similar obligation to a trade creditor, in each case incurred in the ordinary course of business, (iii) intercompany liabilities that would be eliminated on the consolidated balance sheet of Parent and its Subsidiaries, (iv) prepaid or deferred revenue arising in the ordinary course of business, (v) in connection with the purchase by Parent or any Subsidiary of any business, assets, Equity Interests or person, any postclosing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid in a timely manner, (vi) obligations, to the extent such obligations would otherwise constitute Indebtedness, under any agreement that have been irrevocably defeased or irrevocably satisfied and discharged pursuant to the terms of such agreement or (vii) for the avoidance of doubt, any obligations in respect of workers’ compensation claims, early retirement or termination obligations, deferred compensatory or employee or director equity plans pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage taxes, in each case, shall be deemed not to constitute Indebtedness. The amount of Indebtedness of any person for purposes of clause (k) above shall (unless such Indebtedness has been assumed by such person) be deemed to be equal to the lesser of (A) the aggregate unpaid amount of such Indebtedness and (B) the Fair Market Value of the property encumbered thereby. Notwithstanding anything in this Agreement to the contrary, Indebtedness shall not include, and shall be calculated without giving effect to, the effects of Financial Accounting Standards Board Accounting Standards Codification 825 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Agreement as a result of accounting for any embedded derivatives created by the terms of such Indebtedness and any such amounts that would have constituted Indebtedness under this Agreement but for the application of this sentence shall not be deemed an incurrence of Indebtedness under this Agreement.

“Indemnified Person” shall have the meaning provided in Section 13.01(a).

“Indemnified Taxes” shall mean all Taxes imposed on or with respect to any payment by or on account of any obligation of any Loan Party hereunder or under any other Loan Document other than (a) Excluded Taxes and (b) Other Taxes.

“Information Memorandum” shall mean the Lender Presentation dated October 13, 2022, as modified or supplemented prior to the Restatement Date.

“Initial Belgian Security Agreements” shall mean the Belgian Law Receivables Pledge Agreement, the Belgian Law Moveable Assets Agreement, the Belgian Law Bank Accounts Pledge Agreement and the Belgian Law Share Pledge Agreement.

“Initial Field Work” shall mean a field examination and inventory appraisal of the Borrowers completed by examiners and appraisers reasonably acceptable to the Administrative Agent, delivered pursuant to Section 6A.16.

“Initial German Security Agreements” shall mean the German Global Assignment Agreements, the German Security Transfer Agreements and the German Account Pledge Agreements executed by the German Loan Parties as of the German Effectiveness Date creating security interests over certain assets of the German Loan Parties.

“Initial Irish Security Agreements” shall mean the Irish Law Debenture and the Irish Law Share Charge.

[Adient ABL — Amendment and Restatement Agreement]

“Initial Jersey Security Agreements” shall mean the Jersey Law All Assets Security Interest Agreement, the Jersey Law Lux Parent Pledge Agreement and the Jersey Law Parent Pledge Agreement.

“Initial Luxembourg Security Agreements” shall mean the Luxembourg Law Share Pledge Agreements, the Luxembourg Law Receivables Pledge Agreements and the Luxembourg Law Account Pledge Agreements.

“Initial Mexican Security Agreements” shall mean the non-possessory pledge agreements, pledge agreements and each other security agreements and ancillary documents executed by the Mexican Obligors, or other Loan Parties, as of the Mexican Effectiveness Date creating security interests over the Mexican Collateral in due form and duly registered as provided in Section 6D.05.

“Initial Polish Security Agreements” shall mean each Polish Law Account Power of Attorney, the Polish Law Pledge Agreements, each Polish Law Share Power of Attorney, each Polish Law Submission to Enforcement.

“Initial Security Agreements” shall mean the Initial Belgian Security Agreements, the Initial German Security Agreements, the Initial Irish Security Agreements, the Initial Jersey Security Agreements, the Initial Luxembourg Security Agreements, the Initial Mexican Security Agreement, the Initial Polish Security Agreements, the Initial Spanish Security Agreements, the Initial Swedish Security Agreements, the Initial U.K. Security Agreements and the Initial U.S. Security Agreement.

“Initial Spanish Security Agreements” shall mean the Spanish Law Share Pledges, the Spanish Law Bank Account Pledges, the Spanish Law Receivables Pledges and the Spanish Law Irrevocable Power of Attorney.

“Initial Swedish Security Agreements” shall mean the Swedish Law Share Pledge, the Swedish Law Receivables Pledge, the Swedish Law Bank Account Pledge and the Swedish Law Business Mortgage Pledge.

“Initial U.K. Security Agreements” shall mean the U.K. Debenture and the U.K. Share Mortgage.

“Initial U.S. Security Agreement” shall mean the U.S. Collateral Agreement substantially in the form of Exhibit I dated as of the Original Closing Date, among each U.S. Loan Party, each other Loan Party that owns Equity Interests of a person incorporated or organized under the law of the United States, any state thereof, or the District of Columbia (other than Excluded Securities) (provided that the grant by any such other Loan Party under the U.S. Collateral Agreement shall be solely with respect to such Equity Interests and related rights and assets as expressly set forth in the U.S. Collateral Agreement) and the Collateral Agent, as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Insurance Subsidiary” shall have the meaning assigned to such term in Section 10.04(y).

“Intellectual Property” shall mean the following intellectual property rights, both statutory and common law rights, if applicable: (a) copyrights, registrations and applications for registration thereof, (b) trademarks, service marks, trade names, slogans, domain names, logos, trade dress, get-up in England and Wales and Ireland, and registrations and applications of registrations thereof, (c) patents, together with any registered or unregistered rights in designs in the United Kingdom, as well as any reissued and reexamined patents and extensions corresponding to the patents and any patent applications, as well as any related continuation, continuation in part and divisional applications and patents issuing therefrom and (d) trade secrets and confidential information, including ideas, designs, concepts, compilations of information, methods, techniques, procedures, processes and other know-how, whether or not patentable.

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement in the form of Exhibit L, dated as of the Original Closing Date, by and among the Administrative Agent, the Collateral Agent and the Term Agent, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time in accordance with the terms thereof.

“Interest Period” shall mean, as to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as applicable, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is one, three, six, or, if agreed to by all Lenders under the applicable Subfacility, less than one month thereafter, as the Lead Borrower may elect, or the date any Borrowing of a Term Benchmark Loan is converted to a Borrowing of a Base Rate Loan in accordance with Section 2.08 or repaid or prepaid in accordance with Section 2.07 or Section 2.09; provided that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on

[Adient ABL — Amendment and Restatement Agreement]

the next preceding Business Day. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

“Inventory” shall mean all “inventory” (including parts, work-in-process, raw materials, and finished goods), as such term is defined in the UCC as in effect on the Original Closing Date in the State of New York, wherever located, in which any Person now or hereafter has rights.

“Inventory Reserve” shall mean reserves established by the Administrative Agent in its Permitted Discretion to reflect factors that may negatively impact the value of Eligible Inventory including change in salability, obsolescence, seasonality, theft, shrinkage, imbalance, change in composition or mix, markdowns, marked to market and vendor chargebacks

“Investment” shall have the meaning assigned to such term in Section 10.04.

“Investment Grade Rating” shall mean, with respect to any Person, that such Person has a corporate credit rating of BBB- or better by S&P and a corporate family rating of Baa3 or better by Moody’s (or comparable ratings by any other rating agency).

“Ireland” shall mean Ireland exclusive of Northern Ireland.

“Irish Collateral” shall mean all property (whether real, personal or otherwise) with respect to which any security interests have been granted (or purported to be granted) by the Irish Loan Parties or will be granted by the Irish Loan Parties in accordance with the requirements set forth in Section 6A.08, Section 9.10 or Section 9.12.

“Irish Companies Act” shall mean the Companies Act 2014 of Ireland, as amended.

“Irish Law Debenture” shall mean an Irish law debenture dated as of the Original Closing Date, between each Irish Loan Party and the Collateral Agent, as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Irish Law Share Charge” shall mean an Irish law share charge dated as of the Original Closing Date, among each Loan Party (other than any Irish Loan Party) that owns Equity Interests of a person incorporated or organized under the laws of Ireland (other than Excluded Securities) and the Collateral Agent, as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Irish Loan Party” shall mean Parent and each Irish Subsidiary that is a party to the Guarantee Agreement on the Original Closing Date or that becomes a party to the Guarantee Agreement thereafter.

“Irish Security Documents” shall mean the Initial Irish Security Agreements, each Deposit Account Control Agreement, and, after the execution and delivery thereof, each Additional Security Document governed by Irish law, together with any other applicable security documents governed by Irish law from time to time, such as a deed and any other related documents, bonds, debentures or pledge agreements as may be required to perfect a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

“Irish Subsidiary” shall mean any Subsidiary of the Parent that is incorporated, formed or otherwise organized under the laws of Ireland.

“IRS” shall mean the U.S. Internal Revenue Service.

“Issuing Banks” shall mean the U.S. Issuing Banks and the European Issuing Banks, collectively.

“ITA” shall mean the Income Tax Act 2007 (U.K.).

“JPMCB” shall have the meaning provided in the preamble hereto.

“Jersey Collateral” shall mean all property (whether real, personal or otherwise) with respect to which any security interests have been granted (or purported to be granted) by the Jersey Loan Parties or will be granted by the Jersey Loan Parties in accordance with the requirements set forth in Section 6A.08, Section 9.10 or Section 9.12.

[Adient ABL — Amendment and Restatement Agreement]

“Jersey Law All Assets Security Interest Agreement” shall mean a Jersey law governed security interest agreement dated as of the Original Closing Date, entered into between each Jersey Loan Party and the Collateral Agent, as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Jersey Law Lux Parent Pledge Agreement” shall mean a Jersey law governed security interest agreement dated as of the Original Closing Date, among Adient Global Holdings Luxembourg and the Collateral Agent, as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Jersey Law Parent Pledge Agreement” shall mean a Jersey law governed security interest agreement dated as of the Original Closing Date, among Parent and the Collateral Agent, as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Jersey Loan Party” shall mean Adient Global Holdings Jersey and each Jersey Subsidiary that is a party to the Guarantee Agreement on the Original Closing Date or that becomes a party to the Guarantee Agreement thereafter.

“Jersey Security Documents” shall mean the Initial Jersey Security Agreements, each Deposit Account Control Agreement, and, after the execution and delivery thereof, each Additional Security Document governed by Jersey law, together with any other applicable security documents governed by Jersey law from time to time, such as a deed and any other related documents, bonds, debentures or pledge agreements as may be required to perfect a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

“Jersey Subsidiary” shall mean any Subsidiary of the Parent that is incorporated, formed or otherwise organized under the laws of Jersey.

“Junior Debt Restricted Payment” shall mean, any payment or other distribution (whether in cash, securities or other property), directly or indirectly made by Parent or any if its Subsidiaries, of or in respect of principal on any Senior Notes (or any Indebtedness incurred as Permitted Refinancing Indebtedness in respect thereof) or Indebtedness (other than intercompany Indebtedness) that is (x) by its terms subordinated in right or payment to the Loan Obligations, (y) not secured by a Lien or (z) secured by a Lien that ranks junior in priority to the Lien securing the Obligations (each of the foregoing, a “Junior Financing”); provided, that the following shall not constitute a Junior Debt Restricted Payment:

(a) Refinancings with any Permitted Refinancing Indebtedness permitted to be incurred under Section 10.01;

(b) payments of regularly-scheduled interest and fees due thereunder, other non-principal payments thereunder, any mandatory prepayments of principal, interest and fees thereunder, scheduled payments thereon necessary to avoid the Junior Financing from constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(l) of the Code, and, to the extent this Agreement is then in effect, principal on the scheduled maturity date of any Junior Financing;

(c) payments or distributions in respect of all or any portion of the Junior Financing with the proceeds from the issuance, sale or exchange by Parent of Qualified Equity Interests within eighteen months prior thereto; or

(d) the conversion of any Junior Financing to Qualified Equity Interests of Parent.

“Junior Financing” shall have the meaning assigned to such term in the definition of the term “Junior Debt Restricted Payment.”

“Junior Liens” shall mean Liens on the Collateral that are junior to the Liens thereon securing the Obligations pursuant to a Permitted Junior Intercreditor Agreement (it being understood that Junior Liens are not required to rank equally and ratably with other Junior Liens, and that Indebtedness secured by Junior Liens may be secured by Liens that are senior in priority to, or rank equally and ratably with, or junior in priority to, other Liens constituting Junior Liens), which Permitted Junior Intercreditor Agreement (together with such amendments to the Security Documents and any other Intercreditor Agreements, if any, as are reasonably necessary or advisable (and reasonably acceptable to the Collateral Agent) to give effect to such Liens) shall be entered into in connection with a permitted incurrence of any such Liens (unless a Permitted Junior Intercreditor Agreement and/or Security Documents (as applicable) covering such Liens are already in effect).

[Adient ABL — Amendment and Restatement Agreement]

“Landlord Lien Reserve” shall mean an amount equal to three months’ rent for all of the leased locations of the Borrowers at which Eligible Inventory is stored, other than leased locations with respect to which the Administrative Agent has received a Landlord Lien Waiver and Access Agreement.

“Landlord Lien Waiver and Access Agreement” shall mean a Landlord Lien Waiver and Access Agreement, in a form reasonably approved by the Administrative Agent.

“Latest Maturity Date” shall mean, at any date of determination, the latest maturity date applicable to any Loan or Commitment under any Subfacility hereunder as of such date of determination.

“LC Collateral Account” shall mean a collateral account in the form of a deposit account established and maintained by the Administrative Agent for the benefit of the Secured Parties, in accordance with the provisions of Section 2.13.

“LC Disbursements” shall mean the European LC Disbursements and/or the U.S. LC Disbursements.

“LC Documents” shall mean all documents, instruments and agreements delivered by any Borrower or any Subsidiary of any Borrower that is a co-applicant in respect of any Letter of Credit to any Issuing Bank or the Administrative Agent in connection with any Letter of Credit.

“LC Exposure” shall mean the European LC Exposure and/or the U.S. LC Exposure.

“LC Obligations” shall mean the European LC Obligations and/or the U.S. LC Obligations.

“LC Participation Fee” shall have the meaning provided in Section 2.05(c)(i).

“LC Request” shall mean a request in accordance with the terms of Section 2.13(b) in form and substance satisfactory to the Issuing Banks.

“LC Sublimit” shall have the meaning provided in Section 2.13(b).

“Lead Arrangers” shall mean JPMorgan Chase Bank, N.A., Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Crédit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc. and MUFG Bank Ltd., in their capacities as joint lead arrangers and bookrunners for this Agreement.

“Lead Borrower” shall have the meaning provided in the preamble hereto.

“Lender” shall mean each financial institution listed on Schedule 2.01 to the Amendment and Restatement Agreement, as well as any Person that becomes a “Lender” hereunder pursuant to Section 2.15, 3.04 or 13.04(b), and, as the context requires, includes the Swingline Lender.

“Lender Loss Sharing Agreement” shall mean that certain Lender Loss Sharing Agreement entered into by each Lender as of the Original Closing Date and each other Lender becoming party to this Agreement via an Assignment and Assumption or otherwise after the Original Closing Date.

“Letter of Credit” shall mean a European Letter of Credit and/or a U.S. Letter of Credit, as applicable.

“Letter of Credit Expiration Date” shall mean the date which is five (5) Business Days prior to the Maturity Date.

“Lien” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation, pledge, charge, security interest or similar monetary encumbrance in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; provided, that in no event shall an operating lease or an agreement to sell be deemed to constitute a Lien.

“Limited Condition Acquisition” shall mean any acquisition, including by means of a merger, amalgamation or consolidation, by Parent or one or more of its subsidiaries, the consummation of which is not conditioned upon the availability of, or on obtaining, third party financing or in connection with which any fee or expense would be payable by Parent or its subsidiaries to the seller or target in the event financing to consummate the acquisition is not obtained as contemplated by the definitive acquisition agreement.

[Adient ABL — Amendment and Restatement Agreement]

“Line Cap” shall mean an amount equal to the lesser of (a) the Aggregate Commitments and (b) the then applicable Aggregate Borrowing Base.

“Liquidity Event” shall mean the occurrence of a date when (a) Global Availability shall have been less than the greater of (i) 10.0% of the Line Cap and (ii) $150,000,000, in either case for five (5) consecutive Business Days, until such date as (b) Global Availability shall have been at least equal to the greater of (i) 10.0% of the Line Cap and (ii) $150,000,000 for thirty (30) consecutive calendar days.

“Liquidity Notice” shall mean a written notice delivered by the Administrative Agent at any time during a Liquidity Period to any bank or other depository at which any Deposit Account (other than any Excluded Account) is maintained directing such bank or other depository (a) to remit all funds in such Deposit Account to, in the case of a U.S. Loan Party, a Dominion Account, or in the case of a Dominion Account of a Foreign Loan Party, to the Administrative Agent on a daily basis, (b) to cease following directions or instructions given to such bank or other depository by any Loan Party regarding the disbursement of funds from such Deposit Account (other than any Excluded Account), and (c) to follow all directions and instructions given to such bank or other depository by the Administrative Agent in each case, pursuant to the terms of any Deposit Account Control Agreement in place.

“Liquidity Period” shall mean any period throughout which (a) a Liquidity Event has occurred and is continuing or (b) a Specified Event of Default has occurred and is continuing.

“Loan Documents” shall mean this Agreement, the Amendment and Restatement Agreement, and, after the execution and delivery thereof pursuant to the terms of this Agreement, each Note, the Guarantee Agreement, each Security Document, the Intercreditor Agreement, any Permitted Junior Intercreditor Agreement, each Incremental Revolving Commitment Agreement and each Extension Amendment.

“Loan Obligations” shall mean all now existing or hereafter arising debts, obligations, covenants, and duties of payment or performance by any Loan Party of every kind, matured or unmatured, direct or contingent, owing, arising, due, or payable to any Lender, Issuing Bank, Agent or Indemnified Person by any Loan Party arising out of this Agreement or any other Loan Document, including, without limitation, all obligations to repay principal or interest (including interest, fees and other amounts accruing during any proceeding under any Debtor Relief Laws, regardless of whether allowed or allowable in such proceeding) on the Loans, Letters of Credit or any other Obligations, and to pay interest, fees, costs, charges, expenses, professional fees, and all sums chargeable to any Loan Party or for which any Loan Party is liable as indemnitor under the Loan Documents, whether or not evidenced by any note or other instrument.

“Loan Party” shall mean the Borrowers, the Mexican Obligors and the Guarantors.

“Loans” shall mean advances made to or at the instructions of the Applicable Administrative Borrower pursuant to Article 2 hereof and may constitute Revolving Loans, Swingline Loans or Overadvance Loans.

“Luxembourg” shall mean the Grand Duchy of Luxembourg.

“Luxembourg Collateral” shall mean all property (whether real, personal or otherwise) with respect to which any security interests have been granted (or purported to be granted) by the Luxembourg Loan Parties or will be granted by the Luxembourg Loan Parties in accordance with the requirements set forth in Section 6A.08, Section 9.10 or Section 9.12.

“Luxembourg Law Account Pledge Agreements” shall mean collectively:

(a) the Luxembourg law governed account pledge agreement dated as of the Original Closing Date and to be entered into by and between, inter alia, Adient Global Holdings as pledgor and the Collateral Agent;

(b) the Luxembourg law governed account pledge agreement dated as of the Original Closing Date and to be entered into by and between, inter alia, Adient Global Holdings Luxembourg as pledgor and the Collateral Agent;

(c) the Luxembourg law governed account pledge agreement dated as of the Original Closing Date and to be entered into by and between, inter alia, Adient Luxembourg Asia Holding as pledgor and the Collateral Agent; and

[Adient ABL — Amendment and Restatement Agreement]

(d) the Luxembourg law governed account pledge agreement dated as of the Original Closing Date and to be entered into by and between, inter alia, Adient Luxembourg Poland Holding as pledgor and the Collateral Agent.

“Luxembourg Law Receivables Pledge Agreements” shall mean collectively:

(a) the Luxembourg law governed receivables pledge agreement dated as of the Original Closing Date and to be entered into by and between, inter alia, Parent as pledgor and the Collateral Agent in the presence of Adient Global Holdings;

(b) the Luxembourg law governed receivables pledge agreement dated as of the Original Closing Date and to be entered into by and between, inter alia, Adient Luxembourg Asia Holding as pledgor and the Collateral Agent in the presence of Adient Financial Luxembourg; and

(c) the Luxembourg law governed receivables pledge agreement dated as of the Original Closing Date and to be entered into by and between, inter alia, Adient Germany Ltd. & Co. KG as pledgor and the Collateral Agent in the presence of Adient Luxembourg Asia Holding.

“Luxembourg Law Security Documents” shall mean the Initial Luxembourg Security Agreements and, after the execution and delivery thereof, each Additional Security Document governed by Luxembourg law, together with any other applicable security documents governed by Luxembourg law from time to time, such as pledge agreements as may be required to perfect a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

“Luxembourg Law Share Pledge Agreements” shall mean collectively:

(a) the Luxembourg law governed share pledge agreement dated as of the Original Closing Date and to be entered into by and between, inter alia, Parent as pledgor and the Collateral Agent in the presence of Adient Global Holdings;

(b) the Luxembourg law governed share pledge agreement dated as of the Original Closing Date and to be entered into by and between, inter alia, Adient Global Holdings as pledgor and the Collateral Agent in the presence of Adient Global Holdings Luxembourg;

(c) the Luxembourg law governed share pledge agreement dated as of the Original Closing Date and to be entered into by and between, inter alia, Adient Global Holdings Jersey as pledgor and the Collateral Agent in the presence of Adient Luxembourg Asia Holding;

(d) the Luxembourg law governed share pledge agreement dated as of the Original Closing Date and to be entered into by and between, inter alia, Adient Global Holdings Jersey as pledgor and the Collateral Agent in the presence of Adient Luxembourg Poland Holding;

(e) the Luxembourg law governed share pledge agreement dated as of the Original Closing Date and to be entered into by and between, inter alia, Adient Global Holdings Jersey as pledgor and the Collateral Agent in the presence of Adient Financial Luxembourg;

(f) the Luxembourg law governed share pledge agreement dated as of the Original Closing Date and to be entered into by and between, inter alia, Adient Ltd., a company incorporated in England and Wales with company number 09921320 as pledgor and the Collateral Agent in the presence of Adient Luxembourg Holding;

(g) the Luxembourg law governed share pledge agreement dated as of the Original Closing Date and to be entered into by and between, inter alia, Adient Luxembourg Asia Holding as pledgor and the Collateral Agent in the presence of Adient Interiors Holding EU;

(h) the Luxembourg law governed limited partnership interests pledge agreement dated as of the Original Closing Date and to be entered into by and between, inter alia, Adient Global Holdings Jersey and Adient Luxembourg Asia Holding as pledgors and the Collateral Agent in the presence of Adient Interiors Holding Luxembourg;

[Adient ABL — Amendment and Restatement Agreement]

(i) the Luxembourg law governed share pledge agreement dated as of the Original Closing Date and to be entered into by and between, inter alia, Adient Global Holdings Jersey as pledgor and the Collateral Agent in the presence of Adient Luxembourg Corporate Finance;

(j) the Luxembourg law governed share pledge agreement dated as of the Original Closing Date and to be entered into by and between, inter alia, Adient Global Holdings Jersey as pledgor and the Collateral Agent in the presence of Adient Luxembourg Global Finance; and

(k) the Luxembourg law governed share pledge agreement dated as of the Original Closing Date and to be entered into by and between, inter alia, Adient Global Holdings Jersey as pledgor and the Collateral Agent in the presence of Adient Luxembourg China Holding.

“Luxembourg Loan Party” shall mean each Luxembourg Subsidiary that is a party to the Guarantee Agreement on the Original Closing Date or that becomes a party to the Guarantee Agreement thereafter.

“Luxembourg Subsidiary” shall mean any Subsidiary of the Parent that is incorporated, formed or otherwise organized under the laws of Luxembourg.

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

“Material Adverse Effect” shall mean a material adverse effect on the business, property, operations or financial condition of the Parent and its Subsidiaries, taken as a whole, the validity or enforceability of any of the Loan Documents or the rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing Banks, the Swingline Lender and the Lenders thereunder.

“Material Indebtedness” shall mean Indebtedness (other than Loans) of any one or more of Parent or any Subsidiary in an aggregate principal amount exceeding $75,000,000; provided that in no event shall any Qualified Receivables Facility be considered Material Indebtedness.

“Material Real Property” shall mean any parcel of Real Property located in the United States or England and Wales and having a Fair Market Value (on a per-property basis) greater than or equal to $10,000,000 (or the equivalent amount in Pounds Sterling, in the case of Real Property located in England and Wales) as of (x) the Original Closing Date, for Real Property then owned or (y) the date of acquisition, for Real Property acquired after the Original Closing Date, in each case as determined by Parent in good faith; provided, that “Material Real Property” shall exclude all leasehold interests in Real Property).

“Material Subsidiary” shall mean any Subsidiary, other than an Immaterial Subsidiary.

“Maturity Date” shall mean the date that is five (5) years after the Restatement Date (the “Stated Maturity Date”); provided that (i) if on the 2024 Springing Maturity Date, $250,000,000 or more in aggregate principal amount of 2024 Senior Notes remain outstanding, the Maturity Date shall be the 2024 Springing Maturity Date, (ii) if on the 2026 Springing Maturity Date, $250,000,000 or more in aggregate principal amount of 2026 Senior Notes remain outstanding , the Maturity Date shall be the 2026 Springing Maturity Date and (iii) if $250,000,000 or more in aggregate principal amount of any refinancing Indebtedness in respect of the 2024 Senior Notes or 2026 Senior Notes remains outstanding with a stated maturity date that will occur not later than ninety-one (91) days after the Stated Maturity Date, the Maturity Date shall be the date that is ninety-one (91) days before such stated maturity date; provided further, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“Mexican Collateral” shall mean all the “Pledged Assets”, “Pledged Shares”, “Pledged Equity Interests,” “Pledged IP Rights” and any other equivalent terms as defined in the Initial Mexican Security Agreements and all other property (whether real, personal or otherwise) with respect to which any security interests have been granted (or purported to be granted) by the Mexican Obligors or by other Loan Parties with respect to property (whether real, personal or otherwise) located or registered in Mexico or that will be granted in accordance with the requirements set forth in Section 6D.05, Section 9.10 or Section 9.12.

“Mexican Effectiveness Date” shall have the meaning provided in Article 6D.

“Mexican Obligors” shall mean each Subsidiary of Adient Global Holdings Jersey organized under the laws of Mexico that is or becomes party to this Agreement and the Mexican Security Documents on or after the Original Closing Date.

[Adient ABL — Amendment and Restatement Agreement]

“Mexican Priority Payables Reserve” shall mean reserves for amounts which rank or are capable of ranking in priority to the Liens granted to the Collateral Agent under the Security Documents and/or for amounts which may represent costs relating to the enforcement of the Collateral Agent’s Liens, including without limitation, in the Permitted Discretion of the Administrative Agent, any such amounts due and not paid for wages, fringe benefits, vacation and/or holiday pay, severance pay, employee deductions, income tax, amounts due and not paid under any legislation relating to workers’ compensation or to employment insurance, amounts currently or past due and not paid for taxes and pension obligations and/or contributions, and on any date of determination, reserves established by the Administrative Agent in its Permitted Discretion for amounts, which rank or which would reasonably be expected to rank in priority to or pari passu with any Liens granted to the Collateral Agent under the Security Documents and/or for amounts which represent costs in connection with the preservation, protection, collection or realization of the Collateral, under applicable Mexican laws, including but not limited to the Ley de Concursos Mercantiles and Ley Federal del Trabajo, and such additional reserves, in such amounts and with respect to such matters, as the Administrative Agent in its Permitted Discretion may elect to impose from time to time.

“Mexican Security Documents” shall mean (i) the Initial Mexican Security Agreements, each Deposit Account Control Agreement, and, after the execution and delivery thereof, each Additional Security Document governed by Mexican law, together with any other applicable security documents governed by Mexican law from time to time, such as deeds and any other related documents, bonds, debentures or pledge agreements as may be required to perfect a Lien in favor of the Collateral Agent for the benefit of the Secured Parties and (ii) any amendments, reaffirmations and acknowledgements with respect to the foregoing, from time to time.

“Mexican Terms” shall mean the principles set forth in Section 1.17.

“Mexican Trustee” shall mean any Mexican bank, previously approved by the Administrative Agent, acting as mandate appointed by a Mexican Obligor to act as an irrevocable attorney-in-fact of such Mexican Obligor under the terms of the applicable Deposit Account Control Agreement entered with respect to Deposit Accounts of such Mexican Obligor.

“Mexico” shall mean the United Mexican States (Estados Unidos Mexicanos).

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgaged Properties” shall mean the Material Real Properties that are identified on Schedule 1.01(B) on the Original Closing Date (the “Original Closing Date Mortgaged Properties”) and each additional Material Real Property encumbered by a Mortgage after the Original Closing Date pursuant to Section 9.10

Adient Plc (ADNT) SEC Filing 8-K Material Event for the period ending Wednesday, November 2, 2022

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Adient Plc (ADNT) SEC Filing 8-K Material Event for the period ending Wednesday, November 2, 2022

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Last10K.com | 8-K Material Event Fri Nov 04 2022

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