Item 1.01 Entry into a Material Definitive Agreement.

On May 1, 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 a restatement agreement (the "Restatement Agreement") with JPMorgan Chase Bank, N.A., as Administrative Agent and Swingline Lender, and the Lenders and Issuing Banks party thereto.

The Restatement Agreement amended and restated the Company's existing credit agreement, dated as of March 31, 2011 (as previously amended and restated from time to time, the "Credit Agreement," and, as amended and restated by the Restatement Agreement, the "Amended and Restated Credit Agreement"), to, among other things, (a) increase the leverage ratio maintenance covenant from 3.5 to 1.0 to 4.5 to 1.0 until July 1, 2021 (unless earlier terminated by the Company) (the "Covenant Relief Period"), (b) add certain additional covenant restrictions during the Covenant Relief Period and (c) extend the maturity date of substantially all of the term loans and substantially all of the revolving facility commitments from August 17, 2021 to August 17, 2022.

The Company has no material relationships with JPMorgan Chase Bank, N.A., except that affiliates of JPMorgan Chase Bank, N.A. were lenders and agents under the Credit Agreement and have acted as underwriters in connection with offerings of senior notes by the Company.

The description of the Restatement Agreement and the Amended and Restated Credit Agreement contained herein is qualified in its entirety by reference to the Restatement Agreement, 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

 Exhibit
 Number                                      Description

   10.1            Restatement Agreement to Amended and Restated Credit Agreement,
                 dated as of May 1, 2020, among Aptiv PLC, Aptiv Corporation, Aptiv
                 Holdings US Limited, Aptiv International Holdings (UK) LLP, JPMorgan
                 Chase Bank, N.A., as Administrative Agent and Swingline Lender, and
                 the Lenders and Issuing Banks party thereto.

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

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