CREDIT AGREEMENT dated as of July 27, 2016 among ADIENT GLOBAL HOLDINGS LTD, as the Initial Borrower, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, BANK OF AMERICA, N.A., as Syndication Agent,...Credit Agreement • July 28th, 2016 • Adient LTD • Motor vehicle parts & accessories • New York
CREDIT AGREEMENT dated as of July 27, 2016 (this “Agreement”), among Adient Global Holdings Ltd (as defined below), JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent, and each Issuing Bank and Lender (each as defined below) party hereto from time to time.
AMENDMENT NO. 3Term Loan Credit Agreement • February 1st, 2024 • Adient PLC • Motor vehicle parts & accessories • New York
TERM LOAN CREDIT AGREEMENT dated as of May 6, 2019 (and amended by Amendment No. 1 on April 8, 2021, Amendment Agreement on March 13, 2023, Amendment No. 2 on April 24, 2023, Amendment No. 3 on January 31, 2024 and as further amended, restated, amended and restated, modified or supplemented from time to time, this “Agreement”), among Adient US LLC, a Michigan limited liability company (the “Lead Borrower”), Adient Global Holdings S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office as of the Closing Date 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) (the RCS) under number B-214737 (the “Lux Co-Borrower” and together with the Lead Borrower, the “Borrowers”), Bank of America, N.A., as Administrative Agent (in such capacit
TAX MATTERS AGREEMENT DATED AS OF SEPTEMBER 8, 2016 BY AND BETWEEN JOHNSON CONTROLS INTERNATIONAL PLC AND ADIENT LIMITEDTax Matters Agreement • June 29th, 2017 • Adient PLC • Motor vehicle parts & accessories • New York
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of September 8, 2016, by and between Johnson Controls International plc, an Irish public limited company (“Johnson Controls”), and Adient Limited, a company organized under the laws of Ireland (“Adient”) (collectively, the “Companies” and each, a “Company”).
AMENDMENT No. 2, dated as of February 6, 2019 (this “Amendment”), to the Credit Agreement dated as of July 27, 2016, among ADIENT GLOBAL HOLDINGS LTD, a public company organized under the Companies (Jersey) Law 1991 with registered number 121385...Credit Agreement • February 7th, 2019 • Adient PLC • Motor vehicle parts & accessories • New York
CREDIT AGREEMENT dated as of July 27, 2016 (this “Agreement”), among Adient Global Holdings Ltd (as defined below), JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent, and each Issuing Bank and Lender (each as defined below) party hereto from time to time.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN JOHNSON CONTROLS INTERNATIONAL PLC AND ADIENT LIMITED DATED AS OF SEPTEMBER 8, 2016Transition Services Agreement • June 29th, 2017 • Adient PLC • Motor vehicle parts & accessories • New York
This TRANSITION SERVICES AGREEMENT, dated as of September 8, 2016 (this “Agreement”), is by and between Johnson Controls International plc, a public limited company organized under the laws of Ireland (“Johnson Controls”), and Adient Limited, a private limited company organized under the laws of Ireland (“Adient”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN JOHNSON CONTROLS INTERNATIONAL PLC AND ADIENT LIMITED DATED AS OF SEPTEMBER 8, 2016Separation and Distribution Agreement • September 20th, 2016 • Adient LTD • Motor vehicle parts & accessories • New York
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of September 8, 2016 (this “Agreement”), is by and between Johnson Controls International plc, a public limited company organized under the laws of Ireland (“Johnson Controls”), and Adient Limited, a private limited company organized under the laws of Ireland (“Adient”). Capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in Article I.
ADIENT PLC RESTRICTED SHARES OR RESTRICTED SHARE UNIT AWARD AGREEMENT Grant - Terms for Restricted Shares and Restricted Share UnitsRestricted Share Unit Award Agreement • September 23rd, 2022 • Adient PLC • Motor vehicle parts & accessories • New York
Participant Name: Grant Date: Number of Restricted Shares: Number of Restricted Share Units: Restriction Period: [Until [____]-year Anniversary of Grant Date] Settlement of Units and Dividend Equivalents: [Share-settled or Cash-settled]
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN JOHNSON CONTROLS INTERNATIONAL PLC AND ADIENT LIMITED DATED AS OF SEPTEMBER 8, 2016Employee Matters Agreement • September 20th, 2016 • Adient LTD • Motor vehicle parts & accessories • New York
THIS EMPLOYEE MATTERS AGREEMENT, dated as of September 8, 2016 (this “Agreement”), is by and between Johnson Controls International plc, a public limited company organized under the laws of Ireland (“Johnson Controls”), and Adient Limited, a private limited company organized under the laws of Ireland (“Adient”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth in Article I or ascribed to them in the Separation and Distribution Agreement.
GUARANTOR SUPPLEMENTAL INDENTURESupplemental Indenture • November 1st, 2016 • Adient LTD • Motor vehicle parts & accessories • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 14, 2016 among each of the undersigned Initial U.S. Subsidiary Guarantors (as defined in the Indenture referred to below) (the “New Guarantors”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
KEY EXECUTIVE SEVERANCE AND CHANGE OF CONTROL AGREEMENTKey Executive Severance and Change of Control Agreement • September 13th, 2018 • Adient PLC • Motor vehicle parts & accessories • Michigan
THIS AGREEMENT (this “Agreement”), is made and entered into as of the 1st day of October, 2018 (the “Effective Date”), by and among Adient plc (along with any successor thereto, the “Company”), Adient US LLC (along with any successor thereto, the “Employer”) and Douglas DelGrosso (the “Executive”).
ContractSupplemental Indenture • March 14th, 2023 • Adient PLC • Motor vehicle parts & accessories
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 14, 2023, among each subsidiary guarantor identified on the signature pages hereto (each a “Guaranteeing Subsidiary” and together, the “Guaranteeing Subsidiaries”), each a subsidiary of Adient plc, a public limited company incorporated under the laws of Ireland, Adient Global Holdings Ltd, a public company under the Companies (Jersey) Law 1991 (the “Company”), and U.S. Bank Trust Company, National Association, as trustee under the Indenture referred to below (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 29th, 2017 • Adient PLC • Motor vehicle parts & accessories • Michigan
This Indemnification Agreement (“Agreement”) is made as of , 2016 by and between Adient US LLC, a Michigan limited liability company (“Company”), and (“Indemnitee”). Except as provided herein, this Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
GUARANTOR SUPPLEMENTAL INDENTURESupplemental Indenture • May 7th, 2018 • Adient PLC • Motor vehicle parts & accessories • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 19, 2017, among Adient Global Holdings Ltd, a public company incorporated under the Companies (Jersey) Law 1991 under company number 121385, having its registered office at 3rd floor, 37 Esplanade, St Helier, Jersey, JE2 3QA (together with any successors thereto, the “Issuer”), Adient Global Holdings S.à r.l., a private limited company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 6, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 214.737 (“Adient Holdings”), Adient Global Holdings Luxembourg S.à r.l., a private limited company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 6, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Comp
DEED OF INDEMNITYDeed of Indemnity • June 29th, 2017 • Adient PLC • Motor vehicle parts & accessories
This deed (“Deed”) is made as of , 2016 by and between Adient plc, a public limited company organized under the laws of Ireland (“Adient”), and (“Indemnitee”). Except as provided herein, this Deed supersedes and replaces any and all previous agreements between Adient and Indemnitee covering the subject matter of this Deed.
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • May 7th, 2018 • Adient PLC • Motor vehicle parts & accessories • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 29, 2018, among each of the undersigned Guarantors (each, a “New Guarantor” and collectively, the “New Guarantors”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
JOHNSON CONTROLS, INC. CHANGE OF CONTROL EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • August 16th, 2016 • Adient LTD • Motor vehicle parts & accessories • Wisconsin
AGREEMENT by and between Johnson Controls, Inc. a Wisconsin corporation (the “Company”) and R. Bruce McDonald (the “Executive”), dated September 25, 2012.
TRANSITIONAL TRADEMARK LICENSE AGREEMENT BY AND BETWEEN JOHNSON CONTROLS INTERNATIONAL PLC AND ADIENT LIMITED DATED AS OF SEPTEMBER 8, 2016Transitional Trademark License Agreement • September 20th, 2016 • Adient LTD • Motor vehicle parts & accessories
This TRANSITIONAL TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated as of September 8, 2016, by and between JOHNSON CONTROLS INTERNATIONAL PLC, a public limited company organized under the laws of Ireland (“Johnson Controls”), and ADIENT LIMITED, a private limited company organized under the laws of Ireland (“Adient” and together with Johnson Controls, the “Parties”).
GUARANTOR SUPPLEMENTAL INDENTURESupplemental Indenture • November 22nd, 2019 • Adient PLC • Motor vehicle parts & accessories • New York
SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 3, 2019, among Adient Global Holdings Ltd, a public company incorporated under the Companies (Jersey) Law 1991 under company number 121385, having its registered office at 3rd floor, 37 Esplanade, St Helier, Jersey, JE2 3QA (together with any successors thereto, the “Issuer”), the undersigned additional subsidiary guarantor (the “New Guarantor”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
ADIENT PLC PERFORMANCE UNIT AWARD AGREEMENT Grant - Terms for Performance UnitsPerformance Unit Award Agreement • March 10th, 2021 • Adient PLC • Motor vehicle parts & accessories • New York
Participant Name: Grant Date: Number of Performance Units: Performance Period: Performance Goals: Units Settled in Cash (check box if applies): c Dividend Equivalents Settled in Cash (check box if applies): c
Re: Retirement AgreementLetter Agreement • June 11th, 2018 • Adient PLC • Motor vehicle parts & accessories • Michigan
This letter agreement (“Letter Agreement”) sets forth the understanding between R. Bruce McDonald (“McDonald”), Adient plc (together with its subsidiaries, the “Company”) and Adient US LLC (the “Employer”) regarding McDonald’s retirement. Capitalized terms not otherwise defined in this Letter Agreement have the meaning set forth in the Key Executive Severance and Change of Control Agreement, dated January 17, 2017, by and among McDonald, the Company and the Employer (McDonald’s “Severance and Change of Control Agreement”).
SEPARATION AND RELEASE OF CLAIMS AGREEMENTSeparation and Release of Claims Agreement • August 6th, 2020 • Adient PLC • Motor vehicle parts & accessories • Michigan
This Separation and Release of Claims Agreement (“Agreement”) is entered into between ADIENT US LLC (“Adient”) and CATHLEEN A. EBACHER (“Employee”). Employee enters into this Agreement on behalf of herself, her spouse, heirs, successors, assigns, executors, and representatives of any kind, if any.
ADIENT GLOBAL HOLDINGS LTD, as the Company THE GUARANTORS PARTY THERETO FROM TIME TO TIME, as Guarantors $500,000,000 8.250% SENIOR UNSECURED NOTES DUE 2031 _________________________________ INDENTURE Dated as of March 14, 2023...Adient PLC • March 14th, 2023 • Motor vehicle parts & accessories • New York
INDENTURE dated as of March 14, 2023 among Adient Global Holdings Ltd, a public company under the Companies (Jersey) Law 1991 (the “Company”), the Guarantors (as defined herein) party hereto from time to time and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
SUPPLEMENTAL INDENTURESupplemental Indenture • May 6th, 2019 • Adient PLC • Motor vehicle parts & accessories • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 6, 2019, among Adient Fabrics Spain, S.A.U., Michel Thierry Unit Components, S.L.U., Adient Seating Holding Spain, S.L.U., Adient Seating Spain, S.L.U., Adient Automotive, S.L.U., Adient Real Estate Holding Spain, S.L.U. (each a “Guaranteeing Subsidiary”, and collectively the “Guaranteeing Subsidiaries”), each a subsidiary of Adient plc, a public limited company incorporated under the laws of Ireland, Adient US LLC, a Michigan limited liability company (the “Company”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
AGREEMENTAgreement • May 18th, 2018 • Adient PLC • Motor vehicle parts & accessories • Delaware
This AGREEMENT (the “Agreement”) is made and entered into as of May 18, 2018, between Adient plc, a public limited company organized under the laws of Ireland (“Adient”) and Blue Harbour Group, L.P., a Delaware limited partnership (“Blue Harbour”). Certain capitalized terms used in this Agreement are defined in Section 11.
MASTER AGREEMENT BY AND AMONG ADIENT PLC, YANFENG AUTOMOTIVE TRIM SYSTEMS COMPANY LTD., ADIENT YANFENG SEATING MECHANISMS CO., LTD., YANFENG ADIENT SEATING CO., LTD. AND YANFENG GLOBAL AUTOMOTIVE INTERIOR SYSTEMS CO., LTD. DATED AS OF January 31, 2020Master Agreement • January 31st, 2020 • Adient PLC • Motor vehicle parts & accessories • Hong Kong
This MASTER AGREEMENT (this “Agreement”), dated as of January 31, 2020, is entered into by and among Adient plc, a corporation formed under the laws of Ireland with the address of its principal executive offices at 25-28 North Wall Quay, IFSC, Dublin 1, Ireland D01 H104 (“Adient”), Yanfeng Automotive Trim Systems Company Ltd., a company formed under the laws of the P.R.C. with its registered address at No. 399, Liuzhou Road, Xuhui District, Shanghai, the P.R.C. (“Yanfeng”), Adient Yanfeng Seating Mechanisms Co., Ltd., a joint venture formed under the laws of the P.R.C. with its registered address at 451 Dieqiao Road, Kangqiao Town, Pudong New Area, Shanghai, the P.R.C. (“AYM”), Yanfeng Adient Seating Co., Ltd., a joint venture formed under the laws of the P.R.C. with its registered address at No. 669 Kangan Road, Kangqiao Industrial Zone, Pudong, Shanghai, the P.R.C. (“YFAS”) and Yanfeng Global Automotive Interior Systems Co., Ltd., a joint venture formed under the laws of the P.R.C. w
ContractTax Matters Agreement • November 29th, 2016 • Adient LTD • Motor vehicle parts & accessories
SEPARATION AND RELEASE OF CLAIMS AGREEMENTSeparation and Release of Claims Agreement • July 26th, 2018 • Adient PLC • Motor vehicle parts & accessories • Michigan
This Separation and Release of Claims Agreement (“Agreement”) is entered between ADIENT US LLC (“Adient”) and ERIC MITCHELL (“Employee”). Employee enters into this Agreement on behalf of himself, his spouse, heirs, successors, assigns, executors, and representatives of any kind, if any.
Dated March 12, 2021 Yanfeng Automotive Trim Systems Co., Ltd. and Adient Asia Holdings Co., Ltd. EQUITY TRANSFER AGREEMENT relating to the transfer of 49.99% of equity interest in the registered capital of Yanfeng Adient Seating Co., Ltd.Equity Transfer Agreement • March 12th, 2021 • Adient PLC • Motor vehicle parts & accessories • Hong Kong
STRICTLY CONFIDENTIAL WLRK DRAFT: 9/8/16 W/2627710 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of ___________, 2016 by and between Adient US LLC, a Michigan limited liability company (“Company”), and...2627710 Indemnification Agreement • November 29th, 2016 • Adient LTD • Motor vehicle parts & accessories • Michigan
JOINT VENTURE CONTRACT BETWEEN SHANGHAI YANFENG AUTOMOTIVE TRIM COMPANY, LTD. AND JOHNSON CONTROLS INTERNATIONAL, INC. October 22, 1997 Shanghai, People’s Republic of China As AmendedJoint Venture Contract • April 27th, 2016 • Adient LTD • Wisconsin
AMENDMENT AGREEMENTAmendment Agreement • May 3rd, 2023 • Adient PLC • Motor vehicle parts & accessories
This AMENDMENT AGREEMENT (this “Agreement”), dated as of March 13, 2023, is made by and among ADIENT US, LLC, a Michigan limited liability company (the “Lead Borrower”), ADIENT GLOBAL HOLDINGS S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office as of the Closing Date 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) (the RCS) under number B-214737 (the “Lux Co-Borrower” and, together with the Lead Borrower, the “Borrowers”) and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent for the Lenders (in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED MASTER AGREEMENT BY AND AMONG ADIENT PLC, YANFENG AUTOMOTIVE TRIM SYSTEMS COMPANY LTD., ADIENT YANFENG SEATING MECHANISMS CO., LTD., YANFENG ADIENT SEATING CO., LTD. AND YANFENG GLOBAL AUTOMOTIVE INTERIOR SYSTEMS CO., LTD. DATED...Master Agreement • June 24th, 2020 • Adient PLC • Motor vehicle parts & accessories • Hong Kong
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however, that Adient plc may request confidential treatment of omitted items.
THE FIFTEENTH AMENDMENT TO THE JOINT VENTURE CONTRACT OF YANFENG ADIENT SEATING CO., LTD.Adient PLC • January 31st, 2020 • Motor vehicle parts & accessories
This Fifteenth Amendment to the Joint Venture Contract (this “Amendment”) of Yanfeng Adient Seating Co., Ltd. (formerly known as “Shanghai Yanfeng Johnson Controls Seating Co., Ltd.”) (the “Company”) is entered into by and between the following Parties on the date of January 31, 2020:
ContractAdient PLC • November 9th, 2018 • Motor vehicle parts & accessories
AMENDMENT No. 1, dated as of November 6, 2018 (this “Amendment”), to the Credit Agreement dated as of July 27, 2016, among ADIENT GLOBAL HOLDINGS LTD, a public company organized under the Companies (Jersey) Law 1991 with registered number 121385 having its registered office at 3rd floor, 37 Esplanades, St Helier, Jersey, JE2 3QA, as Initial Borrower, the Subsidiary Borrower party thereto, the several banks and other financial institutions or entities from time to time party to the Credit Agreement (the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”) and Collateral Agent and the various other parties thereto (as amended, restated, modified and supplemented from time to time prior to the date hereof, the “Credit Agreement”, and the Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
SEPARATION AND RELEASE OF CLAIMS AGREEMENTClaims Agreement • October 18th, 2019 • Adient PLC • Motor vehicle parts & accessories • Michigan
This Agreement is made between ADIENT US LLC (“Adient”) and MARK A. SKONIECZNY JR. (“Employee”). Employee enters into this Agreement on behalf of himself, his spouse, heirs, successors, assigns, executors, and representatives of any kind, if any.
