First Amendment to Amended and Restated Credit Agreement among Lear Corporation, Lenders, and JPMorgan Chase Bank, N.A.

Exhibit 10.2

EXECUTION VERSION

FIRST AMENDMENT

     FIRST AMENDMENT, dated as of March 19, 2010 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of March 18, 2010 (the “Credit Agreement”), among LEAR CORPORATION, a Delaware corporation (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), the several agents parties thereto and JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent (the “Administrative Agent”).

W I T N E S S E T H:

     WHEREAS, the Borrower entered into the Credit Agreement, dated as of October 23, 2009 (the “Original First Lien Credit Agreement”) with the several lenders from time to time parties thereto, the several agents parties thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent;

     WHEREAS, the Original First Lien Credit Agreement was amended and restated on March 18, 2010 to add the three-year Incremental Revolving Facility to the Original First Lien Credit Agreement in the form attached hereto as Exhibit A;

     WHEREAS, the Borrower entered into the Second Lien Credit Agreement, dated as of November 9, 2009 (the “Second Lien Credit Agreement”) with the several lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent;

     WHEREAS, the Borrower intends to issue unsecured notes the proceeds of which shall be used to repay all or a portion of the outstanding obligations under the Second Lien Credit Agreement; and

     WHEREAS, the Borrower has requested, and the Required Lenders and the Administrative Agent have agreed, upon the terms and subject to the conditions set forth herein, that the Credit Agreement shall be amended as set forth herein;

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

     SECTION 2. Amendments. (a) Section 1.1 of the Credit Agreement is hereby amended as follows:

          (i) by adding the following new definitions, to appear in proper alphabetical order:

          “Available Liquidity”: on any date of determination, the sum, without duplication, of (i) the cash and Cash Equivalents which are not subject to any Liens (other than (a) Liens in favor of the Collateral Agent on behalf of the Secured Parties, (b) Liens permitted by Section 7.3(c)(ii) and (c) inchoate Liens arising by operating of law which are not the subject of enforcement actions) held by the Borrower and its Subsidiaries on such date and (ii) the aggregate amount of the Available Revolving Commitments of all Revolving Lenders on such date.

          “First Amendment”: the First Amendment to this Agreement, dated as of the First Amendment Effective Date.

          “First Amendment Effective Date”: the date on which the conditions precedent set forth in clauses (i) and (ii) of Section 4 of the First Amendment shall have been satisfied, which date is March 19, 2010.

          “Permitted Notes”: unsecured notes issued by the Borrower in a principal amount of not less than $350,000,000 with a scheduled maturity date not earlier than one year after the Maturity Date and with customary market terms for comparable high-yield instruments.

          “Unsecured Note Indenture”: the Indenture between the Borrower, as issuer, certain of its Subsidiaries, as guarantors, and the trustee named therein, under which the Permitted Notes are issued.

          (ii) by deleting the phrase “, the Intercreditor Agreement” from the definition of “Loan Documents”;

          (iii) by deleting the definition of “Maturity Date” and substituting in lieu thereof the following:

     “Maturity Date”: with respect to any Term Loan, the fifth anniversary of the Closing Date.

          (iv) by deleting the definition of “Permitted Second Lien Indebtedness” in its entirety.

     (b) Section 2.4 of the Credit Agreement is hereby amended by deleting the parenthetical beginning with “(it being understood that” appearing in clauses (a) and (b) thereof in its entirety.

     (c) Section 2.9(a) of the Credit Agreement is hereby amended by deleting the parenthetical in the second line thereof and inserting in lieu thereof “(excluding any Excluded Issuance and any Indebtedness permitted by Section 7.2(a) through (s), but in the case of Indebtedness permitted by Section 7.2(m) only to the extent the Net Cash Proceeds are applied to prepay the outstanding obligations under the Second Lien Credit Agreement)”.

     (d) Section 2.20 of the Credit Agreement is hereby amended by deleting the phrase “and there shall be not more than 3 requests for Incremental Facilities” therefrom and by inserting the phrase “at any one time outstanding” following the phrase “$200,000,000” therein.

     (e) Section 2.21 of the Credit Agreement is hereby deleted in its entirety and the phrase “[Reserved]” substituted in lieu thereof.

     (f) Section 4.4 of the Credit Agreement is hereby amended by deleting the phrase “and the Second Lien Term Loans” in the parenthetical thereof.

     (g) Section 7.2 of the Credit Agreement is hereby amended as follows:

          (i) by deleting clause (m) thereof and substituting in lieu thereof the following:

“(m) (i) unsecured Indebtedness of the Borrower in respect of the Permitted Notes; provided that any Net Cash Proceeds from the issuance of the Permitted Notes shall first be applied to repay obligations outstanding under the Second Lien Credit Agreement and then any amounts in excess of the amount required to prepay all obligations under the Second Lien Credit Agreement shall be applied as a prepayment of the Term Loans in accordance with Section 2.9(a) until the Term Loans have been repaid in full and (ii) unsecured Guarantee Obligations of any Guarantor in respect of such Indebtedness.”

             (ii) by adding to clause (s) thereof (A) the phrase “, (m)” after the phrase “(f)” in the fourth line thereof, (B) replacing the phrase “or” after the phrase “(p)” in the fourth line thereof with a comma and (C) adding the phase “or (t)” after the phase “(q)” in the fourth line thereof.

     (h) Section 7.3(v) of the Credit Agreement is hereby deleted in its entirety and the phrase “[Reserved]” substituted in lieu thereof.

     (i) Section 7.6 of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (d) thereof and substituting therefor a comma and (ii) inserting the following clause (f) after clause (e) thereof:

“and (f) after the Term Loans have been repaid in full and if no Default or Event of Default has occurred and is continuing or would result therefrom, (i) the Company and any Subsidiary may make Restricted Payments in an amount not to exceed (A) $100,000,000 for the period from the First Amendment Effective Date through March 31, 2011, (B) $75,000,000 for the period from April 1, 2011 through March 31, 2012 and (C) $75,000,000 for the period from April 1, 2012 through March 31, 2013, provided that the unused amount of any Restricted Payments permitted to be made during any period specified in clauses (A) through (C) above and not made during such period may be carried over and used during any subsequent period (including at any time after March 31, 2013) and (ii) on or after March 31, 2011, the Company and any Subsidiary may make additional Restricted Payments in an aggregate amount not to exceed $100,000,000, provided that, after giving pro forma effect to the making of any Restricted Payment under this clause (ii), (A) the Consolidated Leverage Ratio, recomputed for the most recently ended period of four consecutive fiscal quarters of the Borrower for which financial statements are available, is less than 1.5 to 1.0 and (B) the Available Liquidity of the Borrower and its Subsidiaries is greater than $1,000,000,000”

     (j) Section 7.11 of the Credit Agreement is hereby amended by deleting clause (c) thereof in its entirety and substituting therefor the following:

“(c) (i) the Unsecured Note Indenture and any Guarantee Obligations with respect thereto or any Permitted Refinancing Indebtedness in respect thereof (provided that the prohibition or limitation contained therein is no less favorable than that which exists in the Unsecured Note Indenture) and (ii) any agreement governing any Indebtedness existing as of the Closing Date and any agreement governing any Permitted Refinancing Indebtedness of such Indebtedness existing as of the Closing Date (provided that the prohibition or limitation contained therein is no less favorable to the Lenders than that which exists in the agreement governing such Indebtedness as of the Closing Date);”

     (k) Section 7.12 of the Credit Agreement is hereby amended by deleting clause (i) thereof in its entirety and substituting therefor the following:

“(i) any restrictions existing under the Loan Documents, the Unsecured Note Indenture and any agreement governing Permitted Refinancing Indebtedness in respect thereof (provided that the prohibition or limitation contained therein is no less favorable to the Lenders than that which exits in the Unsecured Note Indenture) and any agreement governing any Indebtedness existing as of the Closing Date and any agreement governing any Permitted Refinancing Indebtedness of such Indebtedness existing as of the Closing Date (provided that the prohibition or limitation contained therein is no less favorable to the Lenders than that which exists in the agreement governing such Indebtedness as of the Closing Date)”

     (l) Section 7.15 of the Credit Agreement is hereby amended by deleting such section in its entirety and substituting therefor the following:

“7.15. Optional Payments and Modifications in respect of Certain Indebtedness. (a) Make or offer to make any payment, prepayment, repurchase or redemption of or otherwise defease or segregate funds with respect to the Permitted Notes or any Permitted Refinancing Indebtedness in respect thereof other than (i) scheduled payments of interest, (ii) refinancings thereof to the extent permitted by Section 7.2 and (iii) repurchases or redemptions of the Permitted Notes or any Permitted Refinancing Indebtedness in respect thereof in an aggregate amount not to exceed 10% of the original face amount of the Permitted Notes in any fiscal year of the Borrower, provided that (A) after giving pro forma effect to any such repurchase or redemption, the Consolidated Leverage Ratio, recomputed for the most recently ended period of four consecutive fiscal quarters of the Borrower for which financial statements are available, is less than 1.5 to 1.0 and (B) no Default or Event of Default has occurred and is continuing or would result from such repurchase or redemption or (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Unsecured Note Indenture or the documents governing any Permitted Refinancing Indebtedness in respect thereof in a manner that is materially adverse to the Lenders.”

     (m) Section 8.1(j) of the Credit Agreement is hereby amended by deleting the word “or” at the end thereof.

     (n) Section 8.1(k) of the Credit Agreement is hereby deleted in its entirety.

     (o) Section 9.11(c) of the Credit Agreement is hereby deleted in its entirety.

     (p) Section 10.1(b) of the Credit Agreement is hereby amended by deleting the phrase “the Intercreditor Agreement and” and the phrase “the Intercreditor Agreement or” in each place where such phrase appear in such Section.

     SECTION 3. Acknowledgement and Authorization.

     (a) Acknowledgement. The Lenders party hereto hereby acknowledge and approve, effective as of March 19, 2010, the addition of the revolving credit facility with an expiration date of March 18, 2013, including all of the specific terms and provisions set forth in the Credit Agreement attached hereto as Exhibit A.

     (b) Prepayment of Second Lien Credit Agreement Obligations. If upon issuance of the Permitted Notes the Net Cash Proceeds of the Permitted Notes are not sufficient to prepay the obligations with respect to the Second Lien Credit Agreement in full, the Lenders party hereto hereby authorize the Borrower to prepay such obligations with cash on the balance sheet of the Borrower.

     (c) Waiver. The Lenders party hereto hereby waive the requirements of Sections 2.8 and 2.18 of the Credit Agreement with respect to any prepayments of the Term Loans with the Net Cash Proceeds from the issuance of the Permitted Notes.

     (d) Termination of Intercreditor Agreement. The Lenders party hereto hereby authorize the Administrative Agent and the Collateral Agent to terminate the Intercreditor Agreement upon the prepayment in full of the Indebtedness outstanding under the Second Lien Credit Agreement in a manner which requires the Second Lien Agent to release the second priority liens granted with respect to such Indebtedness. Upon termination of the Intercreditor Agreement, Section 8.17 of the Guarantee and Collateral Agreement shall be deemed deleted in its entirety.

     SECTION 4. Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which all of the conditions precedent set forth in the following clauses (i) and (ii) have been satisfied or waived:

            (i) the Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of the Borrower and the Required Lenders; and

            (ii) the Administrative Agent shall have received an executed Acknowledgment and Consent, in the form set forth at the end of this Amendment, from each Loan Party;

   provided that the amendments set forth in Section 2 hereof (other than under clause (d) of Section 2) shall only become effective when the Administrative Agent shall have received evidence reasonably satisfactory to it that the Permitted Notes shall have been (or shall substantially contemporaneously be) issued pursuant to the terms of the Unsecured Note Indenture.

     SECTION 5. Fees. The Borrower shall pay to the Administrative Agent, on the Amendment Effective Date if this Amendment becomes effective prior to 2:00 p.m., New York City time, and on the Business Day following the Amendment Effective Date if this Amendment becomes effective after 2:00 p.m., New York City time, for distribution to each Lender which has delivered an executed copy of this Amendment to the Administrative Agent on or prior to the consent deadline for this Amendment, an amendment fee equal to 0.10% of such Lender’s Revolving Commitments and outstanding Term Loans, as applicable.

     SECTION 6. Effect on the Loan Documents. (a) Except as specifically amended or waived herein, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The Borrower hereby agrees, with respect to each Loan Document to

which it is a party, that: (i) all of its obligations, liabilities and indebtedness under such Loan Document shall remain in full force and effect on a continuous basis after giving effect to this Amendment and (ii) all of the Liens and security interests created and arising under such Loan Document shall remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, after giving effect to this Amendment, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement.

     (b) Except as specifically provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

     (c) The Borrower and the other parties hereto acknowledge and agree that this Amendment shall constitute a Loan Document.

     SECTION 7. Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Amendment and any other documents prepared in connection herewith, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

     SECTION 8. Representations and Warranties. The Borrower hereby represents and warrants that on the date hereof (a) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents is true and correct in all material respects (provided that if any representation or warranty is by its terms qualified by materiality, such representation is true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of the Amendment Effective Date, except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is true and correct on and as of such earlier date and (b) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

     SECTION 9. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SUBSECTION 10.12 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.

     SECTION 10. Execution in Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

[Remainder of page intentionally left blank.]

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

		Signature page to First Amendment dated as of March 19, 2010 to the Lear Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010
		ARTIO GLOBAL MANAGEMENT LLC on behalf of

		Signature page to First Amendment dated as of March 19, 2010 to the Lear Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010
		Ariel Reinsurance Company Ltd.
		BlackRock Senior High Income Fund, Inc.
		BlackRock Floating Rate Income Trust
		BlackRock Defined Opportunity Credit Trust
		BlackRock Limited Duration Income Trust
		BlackRock Senior Income Series
		BlackRock Senior Income Series II
		BlackRock Senior Income Series IV
		BlackRock Senior Income Series V Limited
		BlackRock Debt Strategies Fund, Inc.
		BlackRock Diversified Income Strategies Fund, Inc.
		BlackRock Floating Rate Income Strategies Fund, Inc.
		BlackRock Floating Rate Income Strategies Fund II, Inc.
		BlackRock Global Investment Series: Income Strategies Portfolio
		Adfam Investment Company LLC
		Master Senior Floating Rate LLC
		Missouri State Employees’ Retirement System
		BlackRock Fixed Income Portable Alpha Master Series Trust
		Senior Loan Portfolio
		BlackRock Senior Floating Rate Portfolio

		Signature page to First Amendment dated as of March 19, 2010 to the Lear Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010
		Carlyle High Yield Partners VI, Ltd
		(Name of Lender)

		Signature page to First Amendment dated as of March 19, 2010 to the Lear Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010
		GOLUB CAPITAL MANAGEMENT CLO 2007-1, LTD
		By:		GOLUB CAPITAL MANAGEMENT LLC, as
				Collateral Manager
		By:		/s/ Chris Jamieson   Name: Chris Jamieson
				Title: Authorized Signatory

		Signature page to First Amendment dated as of March 19, 2010 to the Lear Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010
		UBS Loan Finance LLC   (Name of Lender)

		Signature page to First Amendment dated as of March 19, 2010 to the Lear Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010
		ANCHORAGE CROSSOVER CREDIT FINANCE, LTD.
		(Name of Lender)
		By: Anchorage Advisors, L.L.C.
		Its Investment Manager
		By:		/s/ Kevin Ulrich   Name: Kevin Ulrich
				Title: Chief Executive Officer

		Signature page to First Amendment dated as of March 19, 2010 to the Lear Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010
		ANCHORAGE CROSSOVER CREDIT FINANCE, LTD.
		(Name of Lender)
		By: Anchorage Advisors, L.L.C.
		Its Investment Manager
		By:		/s/ Kevin Ulrich   Name: Kevin Ulrich
				Title: Chief Executive Officer

		Signature page to First Amendment dated as of March 19, 2010 to the Lear Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010
		ARES VR CLO LTD.
		BY: ARES CLO MANAGEMENT VR, L.P., ITS INVESTMENT MANAGER
		BY: ARES CLO GP VR, LLC, ITS GENERAL PARTNER
		BY: ARES MANAGEMENT LLC, ITS MANAGER
		By:		/s/ Americo Cascella
				Name: Americo Cascella
				Title: Authorized Signatory

		ARES VIR CLO LTD.
		BY: ARES CLO MANAGEMENT VIR, L.P., ITS INVESTMENT MANAGER
		BY: ARES CLO GP VIR, LLC, ITS GENERAL PARTNER
		BY: ARES MANAGEMENT LLC, ITS MANAGER
		By:		/s/ Americo Cascella   Name: Americo Cascella
				Title: Authorized Signatory
		ARES VIII CLO LTD.
		BY: ARES CLO MANAGEMENT VIII, L.P., ITS INVESTMENT MANAGER
		BY: ARES CLO GP VIII, LLC, ITS GENERAL PARTNER
		BY: ARES MANAGEMENT LLC, ITS MANAGER
		By:		/s/ Americo Cascella   Name: Americo Cascella
				Title: Authorized Signatory

		ARES IX CLO LTD.
		BY: ARES CLO MANAGEMENT IX, L.P., ITS INVESTMENT MANAGER
		BY: ARES CLO GP IX, LLC, ITS GENERAL PARTNER
		BY: ARES MANAGEMENT LLC, ITS MANAGER
		By:		/s/ Americo Cascella   Name: Americo Cascella
				Title: Authorized Signatory
		ARES X CLO LTD.
		BY: ARES CLO MANAGEMENT X, L.P., ITS INVESTMENT MANAGER
		BY: ARES CLO GP X, LLC, ITS GENERAL PARTNER
		BY: ARES MANAGEMENT LLC, ITS MANAGER
		By:		/s/ Americo Cascella   Name: Americo Cascella
				Title: Authorized Signatory

		ARES XI CLO LTD.
		BY: ARES CLO MANAGEMENT XI, L.P., ITS ASSET MANAGER
		BY: ARES CLO GP XI, LLC, ITS GENERAL PARTNER
		BY: ARES MANAGEMENT LLC, ITS MANAGER
		By:		/s/ Americo Cascella   Name: Americo Cascella
				Title: Authorized Signatory
		FUTURE FUND BOARD OF GUARDIANS
		BY:		ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV, L.P., ITS INVESTMENT MANAGER (ON BEHALF OF THE ASIP II SUB-ACCOUNT)
		BY:		ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV GP, LLC, ITS GENERAL PARTNER
		BY:		ARES MANAGEMENT LLC, ITS MANAGING MANAGER
		By:		/s/ Americo Cascella   Name: Americo Cascella
				Title: Authorized Signatory

		ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD.
		BY:		ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT, L.P., ITS MANAGER
		BY:		ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT GP, LLC, AS GENERAL PARTNER
		BY:		ARES MANAGEMENT LLC, ITS MANAGER
		By:		/s/ Americo Cascella
		Name: Americo Cascella
		Title: Authorized Signatory
		ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD.
		BY:		ARES ENHANCED LOAN MANAGEMENT IR, L.P., AS PORTFOLIO MANAGER
		BY:		ARES ENHANCED LOAN IR GP, LLC, ITS GENERAL PARTNER
		BY:		ARES MANAGEMENT LLC, ITS MANAGER
		By:		/s/ Americo Cascella
				Name: Americo Cascella
				Title: Authorized Signatory

		FUTURE FUND BOARD OF GUARDIANS
		BY:		ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV, L.P., ITS INVESTMENT MANAGER (ON BEHALF OF THE ELIS IV SUB-ACCOUNT)
		BY:		ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV GP, LLC, ITS GENERAL PARTNER
		BY:		ARES MANAGEMENT LLC, ITS MANAGING MANAGER
		By:		/s/ Americo Cascella
		Name: Americo Cascella
		Title: Authorized Signatory
		ARES INSTITUTIONAL LOAN FUND B.V.
		By:		ARES MANAGEMENT LIMITED, ITS INVESTMENT ADVISOR
		By:		/s/ Americo Cascella   Name: Americo Cascella
				Title: Authorized Signatory

		DF US BD HOLDINGS LLC
		By:		/s/ Americo Cascella
		Name: Americo Cascella
		Title: Authorized Signatory
		DF US BD HOLDINGS I-B LLC
		By:		/s/ Americo Cascella   Name: Americo Cascella
				Title: Authorized Signatory

		Signature page to First Amendment dated as of March 19, 2010 to the Lear Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010
		Barclays Bank PLC
		As Lender
		By:		/s/ Craig Malloy   Name: Craig Malloy
				Title: Director

		Signature page to First Amendment dated as of March 19, 2010 to the Lear Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010
		ASSOCIATED BRITISH FOODS PENSION SCHEME
		(Name of Lender)
		By: Beach Point Capital Management LP
		Its Investment Manager
		By:		/s/ Scott Klein
				Name: Scott Klein
				Title: Senior Portfolio Manager

		Signature page to First Amendment dated as of March 19, 2010 to the Lear Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010
		BEACH POINT LOAN MASTER FUND, LP
		As Lender
		By: Beach Point Capital Management LP
		Its Investment Manager
		By:		/s/ Scott Klein   Name: Scott Klein
				Title: Senior Portfolio Manager

		Signature page to First Amendment dated as of March 19, 2010 to the Lear Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010
		NEW MEXICO EDUCATIONAL RETIREMENT BOARD As Lender
		By: Beach Point Capital Management LP
		Its Investment Manager
		By:		/s/ Scott Klein   Name: Scott Klein
				Title: Senior Portfolio Manager

		Signature page to First Amendment dated as of
		March 19, 2010 to the Lear Corporation Amended and
		Restated Credit Agreement, dated as of March 18, 2010
		Oregon Public Employees Retirement Fund
		(Name of Lender)
		By:		/s/ Sue Wawrzycki
				Name: Sue Wawrzycki
				Title: Authorized Signatory

		Signature page to First Amendment dated as of March
		19, 2010 to the Lear Corporation Amended and Restated
		Credit Agreement, dated as of March 18, 2010
		Future Fund Board of Guardians
		By: Sankaty Advisors, LLC, as
		Its Investment Advisor
		By:		/s/ Alan Halfenger
				Name: Alan K. Halfenger
				Title: Chief Compliance Officer Assistant Secretary

		Signature page to First Amendment dated as of March
		19, 2010 to the Lear Corporation Amended and Restated
		Credit Agreement, dated as of March 18, 2010
		Sankaty Senior Loan Fund, L.P.
		By:		/s/ Alan Halfenger
				Name: Alan K. Halfenger
				Title: Chief Compliance Officer Assistant Secretary

		Signature page to First Amendment dated as of March
		19, 2010 to the Lear Corporation Amended and Restated
		Credit Agreement, dated as of March 18, 2010
		Prospect Funding I, LLC
		By:		/s/ Alan Halfenger
				Name: Alan K. Halfenger
				Title: Chief Compliance Officer Assistant Secretary

		Signature page to First Amendment dated as of March
		19, 2010 to the Lear Corporation Amended and Restated
		Credit Agreement, dated as of March 18, 2010
		(Name of Lender)
		By:
				Name:
				Title:

OAK HILL CREDIT PARTNERS III, LIMITED,		OAK HILL CREDIT PARTNERS IV, LIMITED,
As Lender		As Lender
By: Oak Hill CLO Management III, LLC		By: Oak Hill CLO Management IV, LLC
As Investment Manager		As Investment Manager
By: /s/ Scott Krase   Name: Scott D. Krase		By: /s/ Scott Krase   Name: Scott D. Krase
Title: Authorized Person		Title: Authorized Person

OAK HILL CREDIT PARTNERS V, LIMITED,		OHA PARK AVENUE CLO I, LTD.,
As Lender		As Lender
By: Oak Hill Advisors, L.P.		By: Oak Hill Advisors, L.P.
As Portfolio Manager		As Investment Manager
By: /s/ Scott Krase   Name: Scott D. Krase		By: /s/ Scott Krase   Name: Scott D. Krase
Title: Authorized Person		Title: Authorized Person

FUTURE FUND BOARD OF GUARDIANS,		GMAM GROUP PENSION TRUST I,
As Lender		As Lender
By: Oak Hill Advisors, L.P.		By: STATE STREET BANK AND TRUST
As Investment Manager		COMPANY,
		solely as Trustee
By: /s/ Scott Krase		As Investment Manager
Name: Scott D. Krase
Title: Authorized Person
		By: /s/ Timothy Norton   Name: Timothy Norton
		Title: Officer

OHA FINLANDIA CREDIT FUND,		OHSF II FINANCING, LTD.,
As Lender		As Lender
By: /s/ Scott Krase   Name: Scott D. Krase		By: /s/ Scott Krase   Name: Scott D. Krase
Title: Authorized Person		Title: Authorized Person

		Signature page to First Amendment dated as of
		March 19, 2010 to the Lear Corporation Amended and
		Restated Credit Agreement, dated as of March 18, 2010
		(Name of Lender)
		By:
				Name:
				Title:

LERNER ENTERPRISES, LLC,				OAK HILL CREDIT OPPORTUNITIES
As Lender				FINANCING, LTD., as a Lender
By:		Oak Hill Advisors, L.P.		By: /s/ Scott Krase
		as advisor and attorney-in-fact to		Name: Scott D. Krase
		Lerner Enterprises, LLC		Title: Authorized Person

By: /s/ Scott Krase   Name: Scott D. Krase
Title: Authorized Person

OREGON PUBLIC EMPLOYEE RETIREMENT		STICHTING PENSIOENFONDS METAAL
FUND, as Lender		EN TECHNIEK, as a Lender
By: Oak Hill Advisors, L.P.		By: Oak Hill Advisors, L.P.
as Investment Manager		As Investment Manager
By: /s/ Scott Krase   Name: Scott D. Krase		By: /s/ Scott Krase   Name: Scott D. Krase
Title: Authorized Person		Title: Authorized Person
STICHTING PENSIOENFONDS VAN DE		STICHTING MN SERVICES US HIGH
METALEKTRO (PME), as a Lender		YIELD FONDS, as a Lender
By: Oak Hill Advisors, L.P.		By: Oak Hill Advisors, L.P.
As Investment Manager		As Investment Manager
By: /s/ Scott Krase   Name: Scott D. Krase		By: /s/ Scott Krase   Name: Scott D. Krase
Title: Authorized Person		Title: Authorized Person

		Signature page to First Amendment dated as of March 19, 2010 to the Lear Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010
		ILLINOIS STATE BOARD OF INVESTMENT
		By:		TCW Asset Management Company, as its Investment Advisor
		By:		/s/ Stephen Suo   Name: Stephen Suo
				Title: Senior Vice President
		By:		/s/ G. Wayne Hosang   Name: G. Wayne Hosang
				Title: Senior Vice President

		Signature page to First Amendment dated as of March 19, 2010 to the Lear Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010
		TCW Credit Opportunities Fund, L.P.
		By:		TCW Asset Management Company, as Manager
		By:		/s/ Stephen Suo   Name: Stephen Suo
				Title: Senior Vice President
		By:		/s/ G. Wayne Hosang   Name: G. Wayne Hosang
				Title: Senior Vice President

		Signature page to First Amendment dated as of March 19, 2010 to the Lear Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010
		TCW CREDIT OPPORTUNITIES FUND I B, L.P.
		By:		TCW Asset Management Company as Manager
		By:		/s/ Stephen Suo   Name: Stephen Suo
				Title: Senior Vice President
		By:		/s/ G. Wayne Hosang   Name: G. Wayne Hosang
				Title: Senior Vice President

		Signature page to First Amendment dated as of March 19, 2010 to the Lear Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010
		TCW Senior Secured Floating Rate Loan Fund, LP.
		By:		TCW Asset Management Company as its Investment
		By:		/s/ Stephen Suo   Name: Stephen Suo
				Title: Senior Vice President
		By:		/s/ G. Wayne Hosang   Name: G. Wayne Hosang
				Title: Senior Vice President

		Signature page to First Amendment dated as of March 19, 2010 to the Lear Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010
		TCW Senior Secured Loan Fund , LP
		By:		TCW Asset Management Company, as its Investment Advisor
		By:		/s/ Stephen Suo   Name: Stephen Suo
				Title: Senior Vice President
		By:		/s/ G. Wayne Hosang   Name: G. Wayne Hosang
				Title: Senior Vice President

		Signature page to First Amendment dated as of March 19, 2010 to the Lear Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010
		Palmetto Investors Master Fund, LLC.
		By:		TCW Asset Management Company, As its Managing Member
		By:		/s/ Stephen Suo   Name: Stephen Suo
				Title: Senior Vice President
		By:		/s/ G. Wayne Hosang   Name: G. Wayne Hosang
				Title: Senior Vice President

		Signature page to First Amendment dated as of March 19, 2010 to the Lear Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010
		WEST BEND MUTUAL INSURANCE COMPANY
		By:		TCW Asset Management Company, as its Investment Advisor
		By:		/s/ Stephen Suo   Name: Stephen Suo
				Title: Senior Vice President
		By:		/s/ G. Wayne Hosang   Name: G. Wayne Hosang
				Title: Senior Vice President

		Signature page to First Amendment dated as of March 19, 2010 to the Lear Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010
		TCW Absolute Return Credit Fund, L.P.
		By:		TCW Asset Management Company, its Investment Manager
		By:		/s/ Melissa V. Weiler   Name: Melissa V. Weiler
				Title: Managing Director
		By:		/s/ Steven M. Koehler   Name: Steven M. Koehler
				Title: Senior Vice President

		Signature page to First Amendment dated as of March 19, 2010 to the Lear Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010
		USB AG, Stamford Branch
		(Name of Lender)
		By:		/s/ Janice Randolph   Name: Janice Randolph
				Title: Director Banking Products Service US

		Signature page to First Amendment dated as of March 19, 2010 to the Lear Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010
		Each of the persons listed on Annex A severally but not jointly, as Lender
		By:		Wellington Management Company, LLP, as investment adviser
		By:		/s/ Donald M. Caiazza   Name: Donald M. Caiazza
				Title: Vice President & Counsel

ACKNOWLEDGEMENT AND CONSENT

     Each of the parties hereto hereby acknowledges and consents to the First Amendment, dated as of March 19, 2010 (the “Amendment”; capitalized terms used herein, but not defined, shall have the meanings set forth in the Amendment), to the Amended and Restated Credit Agreement, dated as of March 18, 2010 (the “Credit Agreement”), among LEAR CORPORATION, a Delaware corporation (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), the several agents parties thereto and JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent (the “Administrative Agent”), and agrees with respect to each Loan Document to which it is a party:

     (a) all of its obligations, liabilities and indebtedness under such Loan Document shall remain in full force and effect on a continuous basis after giving effect to the Amendment; and

     (b) all of the Liens and security interests created and arising under such Loan Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continue in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, after giving effect to the Amendment, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and under its guarantees, if any, in the Loan Documents.

[Remainder of page intentionally left blank.]