Item 1.01 Entry into a Material Definitive Agreement.

In order to facilitate the offering of convertible preferred shares launched earlier today, on June 8, 2020, Aptiv PLC (the "Company"), its wholly-owned U.S. subsidiary Aptiv Corporation, its wholly-owned Jersey subsidiary Aptiv Holdings US Limited and its wholly-owned English subsidiary Aptiv International Holdings (UK) LLP entered into Amendment No. 1 (the "Amendment") to the Second Amended and Restated Credit Agreement, dated as of August 17, 2016, as amended and restated as of May 1, 2020 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the "Credit Agreement") with JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto, to amend the dividends and distributions covenant set forth in the Credit Agreement to permit the making of dividends on convertible preferred shares.

The Company has no material relationships with any of the lenders under the Credit Agreement, except that affiliates of certain lenders have acted as underwriters in connection with offerings by the Company.

The description of the Amendment contained herein is qualified in its entirety by reference to the Amendment, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.




  1.1         Amendment No. 1 to Amended and Restated Credit Agreement, dated as of
            June 8, 2020, among Aptiv PLC, Aptiv Corporation, Aptiv Holdings US
            Limited, Aptiv International Holdings (UK) LLP and JPMorgan Chase Bank,
            N.A., as Administrative Agent, and the lenders party thereto.

  104       Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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