Second Amendment and Waiver to Amended and Restated Credit and Guarantee Agreement among Lear Corporation, Subsidiaries, Lenders, and JPMorgan Chase Bank, N.A.

Summary

This agreement, dated March 17, 2009, is a temporary amendment and waiver to the existing Credit and Guarantee Agreement between Lear Corporation, its subsidiaries, various lenders, and JPMorgan Chase Bank, N.A. It waives certain financial covenant defaults and amends specific terms until May 15, 2009. The agreement also outlines conditions for effectiveness, fees to be paid, and confirms that all other loan terms remain in effect. The amendment is governed by New York law and requires execution by all parties to become effective.

EX-10.1 2 k47854exv10w1.htm EX-10.1 EX-10.1

Exhibit 10.1

SECOND AMENDMENT AND WAIVER

SECOND AMENDMENT AND WAIVER, dated as of March 17, 2009 (this “Amendment”), to the Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 (as amended prior to the date hereof, the “Credit Agreement”), among LEAR CORPORATION, a Delaware corporation (the “U.S. Borrower”), certain Subsidiaries of LEAR CORPORATION, the several lenders from time to time parties thereto (the “Lenders”), the several agents parties thereto and JPMORGAN CHASE BANK, N.A., as general administrative agent (the “General Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the U.S. Borrower has requested, and the Majority Lenders and the General Administrative Agent have agreed, upon the terms and subject to the conditions set forth herein, that certain Events of Default will be waived and certain covenants will be amended for a certain period of time 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. Waivers. (a) Until 5:00 p.m. (New York time) on May 15, 2009 (the “Termination Date”), the undersigned Lenders hereby waive any Default or Event of Default under paragraph (c) of Section 15 of the Credit Agreement which resulted from the U.S. Borrower’s permitting the Leverage Ratio at the last day of the four consecutive fiscal quarters of the U.S. Borrower ending with Q4 2008 to exceed the amount specified in subsection 13.1(b) of the Credit Agreement.

(b) Until the Termination Date, the undersigned Lenders hereby waive any Default or Event of Default under paragraph (e) of Section 15 of the Credit Agreement if such Default or Event of Default arises out of the existence of a “going concern” or like qualification or exception in the auditor’s report accompanying the financial statements delivered pursuant to subsection 12.1(a) of the Credit Agreement for the fiscal year ending December 31, 2008.

(c) The waivers provided in this Section 2 shall terminate without any further act being required on the Termination Date.

SECTION 3. Amendments. (a) Until the Termination Date, subsection 13.1 of the Credit Agreement is hereby amended by adding the following new paragraph at the end thereof:

“Notwithstanding the foregoing or any other provision hereof, the U.S. Borrower shall not be subject to (x) the Interest Coverage Ratio covenant for the four consecutive fiscal quarters of the U.S. Borrower ending with Q1 2009 specified in subsection (a) above or (y) the Leverage Ratio covenant at the last day of the four consecutive fiscal quarters of the U.S. Borrower ending with Q1 2009 specified in subsection (b) above.”

(b) Until the Termination Date, clause (i) of Section 15 of the Credit Agreement is hereby amended by (i) adding an “(x)” at the beginning thereof, (ii) deleting the “,” at the end of clause

(iv) thereof and substituting in lieu thereof the word “or” and (iii) deleting clause (vi) thereof and substituting in lieu thereof the following:

“(y) the Board of Directors of the U.S. Borrower shall authorize any of the foregoing;”

(c) The amendments provided in this Section 3 shall terminate without any further act being required on the Termination Date.

SECTION 4. Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which the General Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of the U.S. Borrower, the other Borrowers and the Majority Lenders.

SECTION 5. Fees. The U.S. Borrower shall pay to the General 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, (a) for distribution to each Lender which has delivered an executed copy of this Amendment to the General Administrative Agent on or prior to the consent deadline for this Amendment, an amendment fee equal to 0.25% of such Lender’s U.S. Revolving Credit Commitments and outstanding Term Loans, as applicable, and (b) fees payable for the account of the General Administrative Agent in connection with this Amendment pursuant to written agreement between the General Administrative Agent and the U.S. Borrower.

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. Each 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 General Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

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

SECTION 7. Expenses. The U.S. Borrower agrees to pay or reimburse the General 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 General Administrative Agent.

SECTION 8. Representations and Warranties. The U.S. Borrower hereby represents and warrants that on the date hereof (a) each of the representations and warranties made by each of the Loan Parties in or pursuant to the Loan Documents shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment Effective Date after giving

effect to this Amendment (except that any representation or warranty which by its terms is made as of a specified date shall be true and correct in all material respects as of such specified date) and (b) after giving effect to this Amendment, no Event of Default shall have occurred and be 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 17.13 OF THE CREDIT AGREEMENT AS IF SUCH SUBSECTION 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.


LEAR CORPORATION
By:	/s/ Shari L. Burgess
	Name:	Shari L. Burgess
	Title:	V. P. & Treasurer

LEAR CANADA
By:	/s/ Richard Van Heukelom
	Name:	Richard Van Heukelom
	Title:	V.P. Human Resources, Lear Corporation Member of Management Committee, Lear Canada

LEAR CORPORATION SWEDEN AB
By:	/s/ Martin Henningson
	Name:	Martin Henningson
	Title:	Board Director


By:	/s/ Robert C. Hooper
	Name:	Robert C. Hooper
	Title:	Board Director

LEAR FINANCIAL SERVICES (NETHERLANDS) B.V.
By:	/s/ Martin Henningson
	Name:	Martin Henningson
	Title:	Director

LEAR CORPORATION (UK) LIMITED
By:	/s/ Martin Henningson
	Name:	Martin Henningson
	Title:	Director

LEAR CORPORATION MEXICO, S. DE R.L. DE C.V.
By:	/s/ James M. Brackenbury
	Name:	James M. Brackenbury
	Title:	President


JPMORGAN CHASE BANK, N.A., as General Administrative Agent and as a Lender
By:	/s/ RICHARD W. DUKER
	Name:	RICHARD W. DUKER
	Title:	MANAGING DIRECTOR


		Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

		Del Mar CLO I, Ltd. By: Caywood-Scholl Capital Management, LLC As Collateral Manager

		By:		/s/ James Pott

				Name: James Pott
				Title: Director of Research


		FIRST 2004-I CLO, LTD. By: TCW Asset Management Company, its Collateral Manager

		By:		/s/ STEPHEN SUO

				STEPHEN SUO SENIOR VICE PRESIDENT

		By:		/s/ JOSHUA GRUMER

				JOSHUA GRUMER VICE PRESIDENT


		FIRST 2004-II CLO, LTD. By: TCW Asset Management Company, its Collateral Manager

		By:		/s/ STEPHEN SUO

				STEPHEN SUO SENIOR VICE PRESIDENT

		By:		/s/ JOSHUA GRUMER

				JOSHUA GRUMER VICE PRESIDENT


		MAC CAPITAL, LTD. By: TCW Asset Management Company as its Portfolio Manager

		By:		/s/ STEPHEN SUO

				STEPHEN SUO SENIOR VICE PRESIDENT

		By:		/s/ JOSHUA GRUMER

				JOSHUA GRUMER VICE PRESIDENT


		MOMENTUM CAPITAL FUND LTD. By: TCW Asset Management Company as its Portfolio Manager

		By:		/s/ STEPHEN SUO

				STEPHEN SUO SENIOR VICE PRESIDENT

		By:		/s/ JOSHUA GRUMER

				JOSHUA GRUMER VICE PRESIDENT


		Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

		LOAN FUNDING I LLC, a wholly owned subsidiary of Citibank, N.A.

		By: TCW Asset Management Company, as portfolio manager of Loan Funding I LLC

		By:		/s/ STEPHEN SUO

				STEPHEN SUO SENIOR VICE PRESIDENT

		By:		/s/ JOSHUA GRUMER

				JOSHUA GRUMER VICE PRESIDENT

		TCW SELECT LOAN FUND, LIMITED By: TCW Asset Management Company, as its Collateral Manager

		By:		/s/ STEPHEN SUO

				STEPHEN SUO SENIOR VICE PRESIDENT

		By:		/s/ JOSHUA GRUMER

				JOSHUA GRUMER VICE PRESIDENT

		TCW Senior Secured Loan Fund, LP By: TCW Asset Management Company, as its Investment Advisor

		By:		/s/ STEPHEN SUO

				STEPHEN SUO SENIOR VICE PRESIDENT

		By:		/s/ JOSHUA GRUMER

				JOSHUA GRUMER VICE PRESIDENT

		TCW Senior Secured Floating Rate Loan Fund, L.P. By: TCW Asset Management Company as its Investment

		By:		/s/ STEPHEN SUO

				STEPHEN SUO SENIOR VICE PRESIDENT

		By:		/s/ JOSHUA GRUMER

				JOSHUA GRUMER VICE PRESIDENT

		VELOCITY CLO LIMITED By: TCW Asset Management Company, as Collateral Manager

		By:		/s/ STEPHEN SUO

				STEPHEN SUO SENIOR VICE PRESIDENT

		By:		/s/ JOSHUA GRUMER

				JOSHUA GRUMER VICE PRESIDENT


Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

VITESSE CLO LTD. By: TCW Asset Management Company as its Portfolio Manager

By:	/s/ STEPHEN SUO
	STEPHEN SUO SENIOR VICE PRESIDENT

By:	/s/ JOSHUA GRUMER
	JOSHUA GRUMER VICE PRESIDENT


BNP Paribas

By:	/s/ Nader Tannous
	Name:	Nader Tannous
	Title:	Vice President


By:	/s/ Michael Pearae
	Name:	Michael Pearae
	Title:	Director


Bank of America, N.A.
By:	/s/ Chas McDonell
	Name:	Chas McDonell
	Title:	SVP

HillMark Funding Ltd. By: HillMark Capital Management, L.P., as Collateral Manager


(Name of Lender)

By:	/s/ Mark Gold
	Name: Mark Gold
	Title: Managing Partner, C.E.O. and C.I.O.
GENESIS CLO 2007-2 LTD. By LLCP Advisors, LLC as Collateral Manager
(Name of Lender)

By:	/s/ Steve Hogan
	Name:	Steve Hogan
	Title:	CFO



Dryden XVI - Leveraged Loan CDO 2006
By:	/s/ George Edwards
	Name:	George Edwards
	Title:	Prudential Investment Management, Inc., as Collateral Manager

Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006


Dryden XVIII Leveraged Loan 2007 Ltd.
By:	/s/ George Edwards
	Name:	George Edwards
	Title:	Prudential Investment Management, Inc., as Collateral Manager


Dryden XXI Leveraged Loan CDO LLC
By:	/s/ George Edwards
	Name:	George Edwards
	Title:	Prudential Investment Management, Inc., as Collateral Manager


Dryden V - Leveraged Loan CDO 2003
By:	/s/ George Edwards
	Name:	George Edwards
	Title:	Prudential Investment Management, Inc., as Collateral Manager


Loan Funding V, LLC, for itself or as agent for Corporate Loan Funding V LLC
By:	/s/ George Edwards
	Name:	George Edwards
	Title:	Prudential Investment Management, Inc., as Portfolio Manager


Dryden VII - Leveraged Loan CDO 2004
By:	/s/ George Edwards
	Name:	George Edwards
	Title:	Prudential Investment Management, Inc., as Collateral Manager


Dryden VIII - Leveraged Loan CDO 2005
By:	/s/ George Edwards
	Name:	George Edwards
	Title:	Prudential Investment Management, Inc., as Collateral Manager

Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006


Dryden IX - Senior Loan Fund 2005 p.l.c.
By:	/s/ George Edwards
	Name:	George Edwards
	Title:	Prudential Investment Management, Inc., as Collateral Manager


EMERALD ORCHARD LIMITED (Name of Lender)
By:	/s/ LIZA RAHNAT
	Name:	LIZA RAHNAT
	Title:	AUTHORIZED SIGNATORY


BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH
By:	/s/ Ken Hamilton
	Name:	Ken Hamilton
	Title:	Director


By:	/s/ Richard Cordover
	Name:	Richard Cordover
	Title:	Director


GULF STREAM-COMPASS CLO 2005-II LTD By: Gulf Stream Asset Management LLC As Collateral Manager GULF STREAM-SEXTANT CLO 2006-I LTD By: Gulf Stream Asset Management LLC As Collateral Manager GULF STREAM-RASHINBAN CLO 2006-I LTD By: Gulf Stream Asset Management LLC As Collateral Manager (Sumitomo Deal)
By:	/s/ Mark D. Abrahm
	Name:	Mark D. Abrahm
	Title:	Head Trader


MORGAN STANLEY SENIOR FUNDING, INC.

(Name of Lender)

By:	/s/ John Rogusa
	Name:	John Rogusa
	Title:	Authorized Signatory

Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006


KINGSLAND I, LTD. By: Kingsland Capital Management, LLC as Manager
By:	/s/ Robert Perry
	Name:	Robert Perry
	Title:	Authorized Signatory


KINGSLAND II, LTD. By: Kingsland Capital Management, LLC as Manager
By:	/s/ Robert Perry
	Name:	Robert Perry
	Title:	Authorized Signatory


KINGSLAND III, LTD. By: Kingsland Capital Management, LLC as Manager
By:	/s/ Robert Perry
	Name:	Robert Perry
	Title:	Authorized Signatory


KINGSLAND IV, LTD. By: Kingsland Capital Management, LLC as Manager
By:	/s/ Robert Perry
	Name:	Robert Perry
	Title:	Authorized Signatory


KINGSLAND V, LTD. By: Kingsland Capital Management, LLC as Manager
By:	/s/ Robert Perry
	Name:	Robert Perry
	Title:	Authorized Signatory

Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006


GOLDMAN SACHS LENDING PARTNERS LLC
By:	/s/ Andrew Caditz
	Name:	Andrew Caditz
	Title:	Authorized Signatory


GOLDMAN SACHS CREDIT PARTNERS, L.P.
By:	/s/ Andrew Caditz
	Name:	Andrew Caditz
	Title:	Authorized Signatory


SKANDINAVISKA ENSKILDA BANKEN AB (publ)

(Name of Lender)

By:	/s/ Michael I Dicks
	Name:	Michael I Dicks
	Title:	PENNY NEVILLE-PARK


SunTrust Banks

(Name of Lender)

By:	/s/ Amanda K. Parks
	Name:	Amanda K. Parks
	Title:	SVP


Bank of Tokyo – Mitsubishi UFJ Trust Company
By:	/s/ David Noda
	Name:	David Noda
	Title:	Vice President and Manager


Columbus Park CDO Ltd. By: GSO Debt Funds Management LLC as Collateral Manager
By:	/s/ Lee M. Shaiman
	Name:	Lee M. Shaiman
	Title:	Authorized Signatory

Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006


ESSEX PARK CDO LTD. By: Blackstone Debt Advisors L.P. as Collateral Manager
By:	/s/ Dean T. Criares
	Name:	Dean T. Criares
	Title:	Authorized Signatory


Inwood Park CDO Ltd. By: Blackstone Debt Advisors L.P. as Collateral Manager
By:	/s/ Dean T. Criares
	Name:	Dean T. Criares
	Title:	Authorized Signatory


LAFAYETTE SQUARE CDO LTD.
By: Blackstone Debt Advisors L.P.
as Collateral Manager

By:	/s/ Dean T. Criares
	Name: Dean T. Criares
	Title: Authorized Signatory


LOAN FUNDING VI LLC, for itself or as agent for Corporate Loan Funding VI LLC

By:	/s/ Dean T. Criares
	Name: Dean T. Criares
	Title: Authorized Signatory


PROSPECT PARK CDO LTD. By: GSO Capital Partners LP, as Portfolio Manager

By:	/s/ Dean T. Criares
	Name: Dean T. Criares
	Title: Authorized Signatory


RIVERSIDE PARK CLO LTD. By: GSO Debt Funds Management LLC as Collateral Manager

By:	/s/ Dean T. Criares
	Name: Dean T. Criares
	Title: Senior Managing Director


		Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

		UNION SQUARE CDO LTD.
		By: Blackstone Debt Advisors L.P.
		as Collateral Manager

		By:		/s/ Dean T. Criares
		Name: Dean T. Criares
		Title: Authorized Signatory


		KATONAH VII CLO LTD.
		(Name of Lender)

		By:		/s/ DANIEL GILLIGAN
				Name: DANIEL GILLIGAN
				Title: Authorized Officer
				Katonah Debt Advisors, L.L.C.
				As Manager


		KATONAH IX CLO LTD.
		(Name of Lender)

		By:		/s/ DANIEL GILLIGAN
				Name: DANIEL GILLIGAN
				Title: Authorized Officer
				Katonah Debt Advisors, L.L.C.
				As Manager


		KATONAH X CLO LTD.
		(Name of Lender)

		By:		/s/ DANIEL GILLIGAN
				Name: DANIEL GILLIGAN
				Title: Authorized Officer
				Katonah Debt Advisors, L.L.C.
				As Manager


		KOHLBERG CAPITAL CORPORATION
		(Name of Lender)

		By:		/s/ DANIEL GILLIGAN
				Name: DANIEL GILLIGAN
				Title: Authorized Signatory
				Kohlberg Capital Corporation


		PUTNAM VARIABLE TRUST — PVT HIGH YIELD FUND

		/s/ Beth Mazor
		By: Beth Mazor
		Title: V.P.


		Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

		*ACCT#- Asset Conservative* PUTNAM INVESTMENT MANAGEMENT LLC, on behalf of its series, ASSET ALLOCATION CONSERVATIVE by Putnam Investment Management, LLC
		/s/ Suzanne Deshaies
		Name: Suzanne Deshaies Title: Vice President


		PUTNAM HIGH YIELD TRUST

		/s/ Beth Mazor
		By: Beth Mazor Title: V.P.


		*ACCT# 256- Asset Balance* PUTNAM ASSET ALLOCATION FUND: BALANCED PORTFOLIO By Putnam Investment Management, LLC
		/s/ Suzanne Deshaies
		Name: Suzanne Deshaies Title: Vice President


		PUTNAM FLOATING RATE INCOME FUND

		/s/ Beth Mazor
		By: Beth Mazor Title: V.P.


		Putnam Variable Trust — Putnam VT The George Putnam Fund of Boston By Putnam Investment Management, LLC

		/s/ Lauren Silk
		Name: Lauren Silk Title: Vice President


		VT INCOME FUND By Putnam Investment Management, LLC

		/s/ Lauren Silk
		Name: Lauren Silk Title: Vice President


		Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

		*ACCT# 2QM- Asset Growth* PUTNAM INVESTMENT MANAGEMENT LLC, on behalf of its series, ASSET ALLOCATION GROWTH by Putnam Investment Management, LLC
		/s/ Suzanne Deshaies
		Name: Suzanne Deshaies Title: Vice President


		PUTNAM HIGH YIELD ADVANTAGE FUND

		/s/ Beth Mazor
		By: Beth Mazor Title: V.P.


		*ACCT# 611- George Putnam* The George Putnam Fund of Boston by Putnam Investment Management, LLC
		/s/ Suzanne Deshaies
		Name: Suzanne Deshaies Title: Vice President


		*ACCT# 644- Income Fund* PUTNAM FUNDS TRUST, on behalf of its series, PUTNAM INCOME FUND by Putnam Investment Management, LLC
		/s/ Suzanne Deshaies
		Name: Suzanne Deshaies Title: Vice President


		PUTNAM DIVERSIFIED INCOME TRUST (CAYMAN) MASTER FUND By The Putnam Advisory Company, LLC

		/s/ Angela Patel
		Name: Angela Patel Title: Vice President


		The Putnam Advisory Company, LLC on behalf of Putnam Global Funds - Putnam Worldwide Income Fund

		/s/ Lauren Silk
		Name: Lauren Silk Title: Vice President


		PUTNAM PREMIER INCOME TRUST

		/s/ Beth Mazor
		By: Beth Mazor Title: V.P.


		Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

		PUTNAM MASTER INTERMEDIATE INCOME TRUST

		/s/ Beth Mazor

		By: Beth Mazor
		Title: V.P.


		Putnam Variable Trust — Putnam VT Global Asset Allocation Fund by Putnam Investment Management, LLC

		/s/ Lauren Silk

		Name: Lauren Silk Title: Vice President


		PUTNAM DIVERSIFIED INCOME TRUST

		/s/ Beth Mazor By: Beth Mazor
		Title: V.P.


		PUTNAM VARIABLE TRUST - PVT
		DIVERSIFIED INCOME FUND

		/s/ Beth Mazor By: Beth Mazor
		Title: V.P.


		PUTNAM FUNDS TRUST, on behalf of its series, PUTNAM GLOBAL INCOME TRUST by Putnam Investment Management, LLC

		/s/ Suzanne Deshaies Name: Suzanne Deshaies Title: Vice President


		THE PUTNAM ADVISORY COMPANY, LLC ON BEHALF OF IG PUTNAM HIGH YIELD INCOME FUND

		/s/ Suzanne Deshaies Name: Suzanne Deshaies Title: Vice President

Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

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, as its General Partner

By: Ares Management LLC, as its Manager


	By:	/s/ [ILLEGIBLE]

Name:

Title:

ARES ENHANCED LOAN INVESTMENT STRATEGY IR-B LTD.


	By:	ARES ENHANCED LOAN MANAGEMENT IR-B, L.P., as Portfolio Manager


	By:	Ares Enhanced Loan IR-B GP, LLC, as its General Partner

By: Ares Management LLC, as its Manager


	By:	/s/ [ILLEGIBLE]

Name:

Title:

ARES XI CLO Ltd.

By: ARES CLO MANAGEMENT XI, L.P.

By: ARES CLO GP XI, LLC, ITS GENERAL PARTNER

By: ARES MANAGEMENT LLC, ITS MANAGER


	By:	/s/ [ILLEGIBLE]

Name:

Title:

Ares X CLO Ltd.


	By:	Ares CLO Management X, L.P.,

Investment Manager


	By:	Ares CLO GP X, LLC,

Its General Partner


	By:	/s/ [ILLEGIBLE]

Name:

Title:

Ares VR CLO Ltd.


	By:	Ares CLO Management VR, L.P.,

Investment Manager


	By:	Ares CLO GP VR, LLC,

Its General Partner


	By:	/s/ [ILLEGIBLE]

Name:

Title:

Ares VIR CLO Ltd.


	By:	Ares CLO Management VIR, L.P.,

Investment Manager


	By:	Ares CLO GP VIR, LLC,

Its General Partner


	By:	/s/ [ILLEGIBLE]

Name:

Title:

Ares VII CLO Ltd.


	By:	Ares CLO Management VII, L.P.,

Investment Manager


	By:	Ares CLO GP VII, LLC,

Its General Partner


	By:	/s/ [ILLEGIBLE]

Name:

Title:

Ares VIII CLO Ltd.


	By:	Ares CLO Management VIII, L.P.,

Investment Manager


	By:	Ares CLO GP VIII, LLC,

Its General Partner


	By:	/s/ [ILLEGIBLE]

Name:

Title:

Ares IX CLO Ltd.


	By:	Ares CLO Management IX, L.P.,

Investment Manager


	By:	Ares CLO GP IX, LLC,

Its General Partner


	By:	Ares Management LLC,

Its Managing Member


	By:	/s/ [ILLEGIBLE]

Name:

Title:

CONFLUENT 2 LIMITED

By: Ares Private Account Management I, L.P., as Sub-Manager


	By:	Ares Private Account Management I GP, LLC, as General Partner

By: Ares Management LLC, as Manager


	By:	/s/ [ILLEGIBLE]

Name:

Title:

Global Loan Opportunity Fund B.V.

By: Ares Management Limited, its Portfolio Manager


	By:	/s/ [ILLEGIBLE]

Name:

Title:


	Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

Waveland — INGOTS, LTD.
By:		Pacific Investment Management Company LLC, as its Investment Advisor

		By:	/s/ Arthur Y.D. Ong Arthur Y.D. Ong
			Executive Vice President

Loan Funding III LLC
By:		Pacific Investment Management Company LLC, as its Investment Advisor

		By:	/s/ Arthur Y.D. Ong
			Arthur Y.D. Ong
			Executive Vice President

Southport CLO, Limited
By:		Pacific Investment Management Company LLC, as its Investment Advisor

		By:	/s/ Arthur Y.D. Ong
			Arthur Y.D. Ong
			Executive Vice President

Fairway Loan Funding Company
By:		Pacific Investment Management Company LLC, as its Investment Advisor

		By:	/s/ Arthur Y.D. Ong
			Arthur Y.D. Ong
			Executive Vice President

Mayport CLO Ltd.
By:		Pacific Investment Management Company LLC, as its Investment Advisor

		By:	/s/ Arthur Y.D. Ong
			Arthur Y.D. Ong
			Executive Vice President


THE ROYAL BANK OF SCOTLAND PLC
By:		/s/ Jack Lonker Name: Jack Lonker Title: Senior Vice President


Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 Fifth Third Bank
By:	/s/ Michael Blackburn
	Name:	Michael Blackburn
	Title:	Vice President


MARLBOROUGH STREET CLO, LTD.,

By its Collateral Manager, Massachusetts Financial Services Company (MLX)

By:	/s/ David J. Colby
	As authorized representative and not individually


[ILLEGIBLE]

(Name of Lender)

By:	/s/ THOMAS FLANNERY
	Name: THOMAS FLANNERY
	Title: AUTHORIZED SIGNATORY


[ILLEGIBLE]

(Name of Lender)

By:	/s/ THOMAS FLANNERY
	Name: THOMAS FLANNERY
	Title: AUTHORIZED SIGNATORY


Avery Point CLO, Limited
By: Sankaty Advisors, LLC
as Collateral Manager

By:	/s/ Alan K. Halfenger
	Name: Alan K. Halfenger
	Title: Chief Compliance Officer
	Assistant Secretary


Sankaty Advisors, LLC as Collateral Manager for Castle Hill I - INGOTS, Ltd., as Term Lender

By:	/s/ Alan K. Halfenger
	Name:	Alan K. Halfenger
	Title:	Chief Compliance Officer Assistant Secretary


		Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

				Sankaty Advisors, LLC as Collateral
				Manager for Loan Funding XI LLC,
				As Term Lender

		By:		/s/ Alan K. Halfenger
				Name: Alan K. Halfenger
				Title: Chief Compliance Officer
				Assistant Secretary


				Chatham Light II CLO, Limited, by
				Sankaty Advisors LLC, as Collateral
				Manager

		By:		/s/ Alan K. Halfenger
				Name: Alan K. Halfenger
				Title: Chief Compliance Officer
				Assistant Secretary


				Katonah III, Ltd. by Sankaty
				Advisors LLC as Sub-Advisors

		By:		/s/ Alan K. Halfenger
				Name: Alan K. Halfenger
				Title: Chief Compliance Officer
				Assistant Secretary


				Katonah IV, Ltd. by Sankaty
				Advisors, LLC as Sub-Advisors

		By:		/s/ Alan K. Halfenger
				Name: Alan K. Halfenger
				Title: Chief Compliance Officer
				Assistant Secretary


				Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender

		By:		/s/ Alan K. Halfenger
				Name: Alan K. Halfenger
				Title: Chief Compliance Officer
				Assistant Secretary


				Sankaty Advisors, LLC as Collateral Manager for Race Point II CLO, Limited, as Term Lender

		By:		/s/ Alan K. Halfenger
				Name: Alan K. Halfenger
				Title: Chief Compliance Officer
				Assistant Secretary

Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

Sankaty Advisors, LLC as Collateral
Manager for Race Point III CLO,
Limited, as Term Lender



By:	/s/ Alan K. Halfenger
	Name:	Alan K. Halfenger
	Title:	Chief Compliance Officer Assistant Secretary

Race Point IV CLO, Ltd
By: Sankaty Advisors, LLC
as Collateral Manager



By:	/s/ Alan K. Halfenger
	Name:	Alan K. Halfenger
	Title:	Chief Compliance Officer Assistant Secretary

Sankaty High Yield Partners II, L.P.



By:	/s/ Alan K. Halfenger
	Name:	Alan K. Halfenger
	Title:	Chief Compliance Officer Assistant Secretary

Sankaty High Yield Partners III, L.P.



By:	/s/ Alan K. Halfenger
	Name:	Alan K. Halfenger
	Title:	Chief Compliance Officer Assistant Secretary

SSS Funding II
By: Sankaty Advisors, LLC
as Collateral Manager



By:	/s/ Alan K. Halfenger
	Name:	Alan K. Halfenger
	Title:	Chief Compliance Officer Assistant Secretary


	Carlyle High Yield Partners VIII, Ltd. (Name of Lender)


	By:	/s/ Glori Holzman Graziano
		Name: Glori Holzman Graziano
		Title: Managing Director


	Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

	Carlyle High Yield Partners VII, Ltd. (Name of Lender)


	By:	/s/ Glori Holzman Graziano
		Name: Glori Holzman Graziano
		Title: Managing Director


	Carlyle High Yield Partners VII, Ltd. (Name of Lender)


	By:	/s/ Glori Holzman Graziano
		Name: Glori Holzman Graziano
		Title: Managing Director


	Carlyle High Yield Partners VI, Ltd. (Name of Lender)


	By:	/s/ Glori Holzman Graziano
		Name: Glori Holzman Graziano
		Title: Managing Director


	Carlyle High Yield Partners X, Ltd. (Name of Lender)


	By:	/s/ Glori Holzman Graziano
		Name: Glori Holzman Graziano
		Title: Managing Director


	Carlyle High Yield Partners IV, Ltd. (Name of Lender)

	By:	/s/ Glori Holzman Graziano
		Name: Glori Holzman Graziano
		Title: Managing Director


	Carlyle High Yield Partners IX, Ltd. (Name of Lender)

	By:	/s/ Glori Holzman Graziano
		Name: Glori Holzman Graziano
		Title: Managing Director


	Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

	Carlyle High Yield Partners 2008-I, Ltd. (Name of Lender)

	By:	/s/ Glori Holzman Graziano
		Name: Glori Holzman Graziano
		Title: Managing Director


	Carlyle Credit Partners Financing I, Ltd. (Name of Lender)


	By:	/s/ Glori Holzman Graziano
		Name: Glori Holzman Graziano
		Title: Managing Director


	Blackport Capital Fund Ltd. (Name of Lender)

	By:	Blackstone Distressed Securities Advisors L.P., its Investment Manager

	By:	/s/ George Fan
		Name: George Fan
		Title: Attorney-In-Fact

RIVERSOURCE VARIABLE PORTFOLIO - INCOME OPPORTUNITIES FUND,
A SERIES OF RIVERSOURCE VARIABLE SERIES TRUST



By:	/s/ Timothy J. Masek
	Name:	Timothy J. Masek
	Title:	Assistant Vice President

RIVERSOURCE HIGH YIELD BOND FUND,
A SERIES OF RIVERSOURCE HIGH YIELD INCOME SERIES, INC.



By:	/s/ Timothy J. Masek
	Name:	Timothy J. Masek
	Title:	Assistant Vice President

RIVERSOURCE VARIABLE PORTFOLIO - HIGH YIELD BOND FUND,
A SERIES OF RIVERSOURCE VARIABLE SERIES TRUST



By:	/s/ Timothy J. Masek
	Name:	Timothy J. Masek
	Title:	Assistant Vice President


	Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

	Black Diamond International Funding, Ltd. By: BDCM Fund Adviser, L.L.C. As Its Collateral Manager

	(Name of Lender)


	By:	/s/ Stephen H. Deckoff
		Name: Stephen H. Deckoff
		Title: Managing Principal


	BLACK DIAMOND CLO 2006-1 (CAYMAN), Ltd. By: Black Diamond CLO 2006-1 Adviser, L.L.C. As Its Collateral Manager

	(Name of Lender)


	By:	/s/ Stephen H. Deckoff
		Name: Stephen H. Deckoff
		Title: Managing Principal


	BLACK DIAMOND CLO 2005-2 Ltd. By: Black Diamond CLO 2005-2 Adviser, L.L.C., As Its Collateral Manager

	(Name of Lender)


	By:	/s/ Stephen H. Deckoff
		Name: Stephen H. Deckoff
		Title: Managing Principal


	BLACK DIAMOND CLO 2005-1 Ltd. By: Black Diamond CLO 2005-1 Adviser, L.L.C., As Its Collateral Manager

	(Name of Lender)


	By:	/s/ Stephen H. Deckoff
		Name: Stephen H. Deckoff
		Title: Managing Principal

The Hartford Mutual Funds, Inc., on behalf of The
Hartford Floating Rate Fund

By: Hartford Investment Management Company, its Sub-advisor



By:	/s/ Francesco Ossino
	Name:	Francesco Ossino
	Title:	Senior Vice President


		Hartford Series Fund, Inc., on behalf of Hartford High Yield HLS Fund

		By: Hartford Investment Management Company, Its Sub-advisor



By:	/s/ Francesco Ossino
	Name:	Francesco Ossino
	Title:	Senior Vice President

Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006


		The Hartford Mutual Funds, Inc., on behalf of The Hartford High Yield Fund

		By: Hartford Investment Management Company, Its Sub-advisor



By:	/s/ Francesco Ossino
	Name:	Francesco Ossino
	Title:	Senior Vice President


		Hartford Life and Accident Insurance Company

		By: Hartford Investment Management Company Its Agent and Attorney-in-Fact



By:	/s/ Francesco Ossino
	Name:	Francesco Ossino
	Title:	Senior Vice President


		The Hartford Mutual Funds, Inc., on behalf of The Hartford Strategic Income Fund

		By: Hartford Investment Management Company Its Investment Manager



By:	/s/ Francesco Ossino
	Name:	Francesco Ossino
	Title:	Senior Vice President


		Hartford Institutional Trust, on behalf of its Floating Rate Bank Loan Series, as Assignee

		By: Hartford Investment Management Company, its Investment Manager



By:	/s/ Francesco Ossino
	Name:	Francesco Ossino
	Title:	Senior Vice President


		Hartford Series Fund, Inc., on behalf of Hartford Total Return Bond HLS Fund By Hartford Investment Management Company, its Subadvisor



By:	/s/ Francesco Ossino
	Name:	Francesco Ossino
	Title:	Senior Vice President


		The Hartford Mutual Funds, Inc., on behalf of The Hartford Income Fund By Hartford Investment Management Company, its Subadvisor



By:	/s/ Francesco Ossino
	Name:	Francesco Ossino
	Title:	Senior Vice President

Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006


		The Hartford Mutual Funds, Inc., on behalf of The Hartford Total Return Bond Fund By Hartford Investment Management Company, its Subadvisor



By:	/s/ Francesco Ossino
	Name:	Francesco Ossino
	Title:	Senior Vice President


		State Board of Administration of Florida

By:

Hartford Investment Management Company,
its Investment Manager



By:	/s/ Francesco Ossino
	Name:	Francesco Ossino
	Title:	Senior Vice President


		The Investment and Administrative Committee of The Walt Disney Company Sponsored Qualified Benefit Plans and Key Employees Deferred Compensation and Retirement Plan

		By: Hartford Investment Management Company Its Investment Manager



By:	/s/ Francesco Ossino
	Name:	Francesco Ossino
	Title:	Senior Vice President


		UBS Loan Finance LLC
		(Name of Lender)



By:	/s/ Irja R. Otsa
	Name:	Irja R. Otsa
	Title:	Associate Director


By:	/s/ April Varner-Nanton
	Name:	April Varner-Nanton
	Title:	Director

Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006


				Apidos CDO I

		By Apidos Capital Management, LLC its investment adviser.

		By:		/s/ Gretchen Bergstresser Name: Gretchen Bergstresser
				Title: Managing Director

				Apidos CDO II

		By Apidos Capital Management, LLC its investment adviser.

		By:		/s/ Gretchen Bergstresser Name: Gretchen Bergstresser
				Title: Managing Director

				Apidos CDO III

		By Apidos Capital Management, LLC its investment adviser.

		By:		/s/ Gretchen Bergstresser Name: Gretchen Bergstresser
				Title: Managing Director

				Apidos CDO IV

		By Apidos Capital Management, LLC its investment adviser.

		By:		/s/ Gretchen Bergstresser Name: Gretchen Bergstresser
				Title: Managing Director

				Apidos CDO V

		By Apidos Capital Management, LLC its investment adviser.

		By:		/s/ Gretchen Bergstresser Name: Gretchen Bergstresser
				Title: Managing Director

				Apidos Quattro CDO

		By Apidos Capital Management, LLC its investment adviser.

		By:		/s/ Gretchen Bergstresser Name: Gretchen Bergstresser
				Title: Managing Director

Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006


KKR FINANCIAL CLO 2006-1, LTD.
By:	/s/ Sue Wawrzeycki
	Name:	Sue Wawrzeycki
	Title:	Authorized Signatory


KKR FINANCIAL CLO 2007-1, LTD.
By:	/s/ Sue Wawrzeycki
	Name:	Sue Wawrzeycki
	Title:	Authorized Signatory


KKR FINANCIAL CLO 2005-1, LTD.
By:	/s/ Sue Wawrzeycki
	Name:	Sue Wawrzeycki
	Title:	Authorized Signatory


KKR FINANCIAL CLO 2007-A, LTD.
By:	/s/ Sue Wawrzeycki
	Name:	Sue Wawrzeycki
	Title:	Authorized Signatory


KKR FINANCIAL CLO 2005-2, LTD.
By:	/s/ Sue Wawrzeycki
	Name:	Sue Wawrzeycki
	Title:	Authorized Signatory

Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006


OREGON PUBLIC EMPLOYEES RETIREMENT FUND
By:	/s/ Sue Wawrzeycki
	Name:	Sue Wawrzeycki
	Title:	Authorized Signatory


WAYZATA FUNDING LLC
By:	/s/ Sue Wawrzeycki
	Name:	Sue Wawrzeycki
	Title:	Authorized Signatory


WELLS FARGO BANK, N.A. (Name of Lender)



By:	/s/ Peta Swidler
	Name:	PETA SWIDLER
	Title:	SENIOR VICE PRESIDENT


MSIM Peconic Bay, Ltd. By: Morgan Stanley Investment Management Inc. as Collateral Manager



By:	/s/ ROBERT DROBNY
	Name:	ROBERT DROBNY
	Title:	Executive Director


Confluent 3 Limited By: Morgan Stanley Investment Management Inc. as Investment Manager



By:	/s/ ROBERT DROBNY
	Name:	ROBERT DROBNY
	Title:	Executive Director


Morgan Stanley Prime Income Trust
By:	/s/ ROBERT DROBNY
	Name:	ROBERT DROBNY
	Title:	Executive Director


Zodiac Fund — Morgan Stanley US Senior Loan Fund By: Morgan Stanley Investment Management Inc. as Investment Manager



By:	/s/ ROBERT DROBNY
	Name:	ROBERT DROBNY
	Title:	Executive Director


Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

QUALCOMM Global Trading, Inc.
By:	Morgan Stanley Investment Management Inc. as Investment Manager

By:	/s/ Robert Drobny

	Name:	Robert Drobny
	Title:	Executive Director



Genesis CLO 2007 - 1 Ltd.
(Name of Lender)
By: Its:	One Hill Partners LLC Investment Advisor

By:	/s/ Claude A. Baum

	Name:	Claude A. Baum, Esq.
	Title:	General Counsel
		One Hill Partners LLC



National City Bank

By:	/s/ Michael Kell

	Name:	Michael Kell
	Title:	Vice President



Fraser Sullivan CLO I Ltd.
By: Fraser Sullivan Investment Management, LLC, as Collateral Manager

By:	/s/ John W. Fraser

	Name:	John W. Fraser
	Title:	Managing Partner



Fraser Sullivan CLO II Ltd.
By: Fraser Sullivan Investment Management, LLC, as Collateral Manager

By:	/s/ John W. Fraser

	Name:	John W. Fraser
	Title:	Managing Partner



WIND RIVER CLO I LTD.
By:	McDonnell Investment Management, LLC, as Manager

By:	/s/ Kathleen A. Zarn

	Name:	Kathleen A. Zarn
	Title:	Vice President


Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

WIND RIVER CLO II – TATE INVESTORS, LTD.
By:	McDonnell Investment Management, LLC, as Manager

By:	/s/ Kathleen A. Zarn

	Name:	Kathleen A. Zarn
	Title:	Vice President


GANNETT PEAK CLO I, LTD.
By:	McDonnell Investment Management LLC, as Investment Manager

By:	/s/ Kathleen A. Zarn

	Name:	Kathleen A. Zarn
	Title:	Vice President


THE BANK OF NEW YORK MELLON

(Name of Lender)

By:	/s/ Edward J. DeSalvio

	Name:	EDWARD J. DeSALVIO
	Title:	VICE PRESIDENT


JRG Reinsurance Company, Ltd.
By:	Angelo, Gordon & Co., L.P. as Investment Manager
(Name of Lender)

By:	/s/ Bradley Pattelli

	Name:	BRADLEY PATTELLI
	Title:	MANAGING DIRECTOR


NORTHWOODS CAPITAL IV, LIMITED
By:	ANGELO, GORDON & CO., L.P., AS COLLATERAL MANAGER
(Name of Lender)

By:	/s/ Bradley Pattelli

	Name:	BRADLEY PATTELLI
	Title:	MANAGING DIRECTOR


NORTHWOODS CAPITAL V, LIMITED
BY:	ANGELO, GORDON & CO., L.P. AS COLLATERAL MANAGER
(Name of Lender)

By:	/s/ Bradley Pattelli

	Name:	BRADLEY PATTELLI
	Title:	MANAGING DIRECTOR


Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006


NORTHWOODS CAPITAL VI, LIMITED
BY:	ANGELO, GORDON & CO., L.P. AS COLLATERAL MANAGER
(Name of Lender)

By:	/s/ Bradley Pattelli

	Name:	BRADLEY PATTELLI
	Title:	MANAGING DIRECTOR


NORTHWOODS CAPITAL VII, LIMITED
BY:	ANGELO, GORDON & CO., L.P. AS COLLATERAL MANAGER
(Name of Lender)

By:	/s/ Bradley Pattelli

	Name:	BRADLEY PATTELLI
	Title:	MANAGING DIRECTOR


NORTHWOODS CAPITAL VIII LIMITED
BY:	ANGELO, GORDON & CO., L.P., AS COLLATERAL MANAGER
(Name of Lender)

By:	/s/ Bradley Pattelli

	Name:	BRADLEY PATTELLI
	Title:	MANAGING DIRECTOR


BLUEMOUNTAIN CLO II LTD.
By:	BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its collateral manager

By:	/s/ Glenn Mueller

	Name:	Glenn Mueller
	Title:	Associate


BLUEMOUNTAIN CLO III LTD.
By:	BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its collateral manager

By:	/s/ Glenn Mueller

	Name:	Glenn Mueller
	Title:	Associate


Floating Rate Senior Loan Funding I LLC By: Golub Capital Management LLC, as Collateral Manager

By:	/s/ Cora M. Gallagher
Name: Cora M. Gallagher
Title: Authorized Signatory


By:	Callidus Debt Partners CLO Fund II, Ltd. By: Its Collateral Manager, Callidus Capital Management, LLC

(Name of Lender)

By:	/s/ Ira Ginsburg
	Name: Ira Ginsburg Title: Principal


		Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

		By: Callidus Debt Partners CLO Fund IV Ltd. By: Its Collateral Manager, Callidus Capital Management, LLC.

		(Name of Lender)

		By:		/s/ Ira Ginsburg
				Name: Ira Ginsburg
				Title: Principal


		By: Callidus Debt Partners CLO Fund V, Ltd. By: Its Collateral Manager Callidus Capital Management, LLC

		(Name of Lender)

		By:		/s/ Ira Ginsburg Name: Ira Ginsburg
				Title: Principal


		By: Callidus Debt Partners CLO Fund VI, Ltd. By: Its Collateral Manager Callidus Capital Management, LLC

		(Name of Lender)

		By:		/s/ Ira Ginsburg Name: Ira Ginsburg
				Title: Principal


		Swiss ReFinancial Products Corp.
		(Name of Lender)

		By:		/s/ Gloria Gonzalez Name: Gloria Gonzalez
				Title: Authorized Signatory


		LANDMARK II CDO Limited

		By:		Aladdin Capital Management, as a Lender

		By:		/s/ James Bragg Name: James Bragg
				Title: Designated Signatory


		GREYROCK CDO Limited

		By:		Aladdin Capital Management, as a Lender

		By:		/s/ James Bragg Name: James Bragg
				Title: Designated Signatory


		LANDMARK VII CDO Limited

		By:		Aladdin Capital Management, as a Lender

		By:		/s/ James Bragg Name: James Bragg
				Title: Designated Signatory


		LANDMARK VIII CLO Limited

		By:		Aladdin Capital Management, as a Lender

		By:		/s/ James Bragg Name: James Bragg
				Title: Designated Signatory


Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 VICTORIA FALLS CLO, LTD.
By:	/s/ Bradley K. Bryan
	Name:	Bradley K. Bryan
	Title:	Senior Vice President

SUMMIT LAKE CLO, LTD.
By:	/s/ Bradley K. Bryan
	Name:	Bradley K. Bryan
	Title:	Senior Vice President

DIAMOND LAKE CLO, LTD.
By:	/s/ Bradley K. Bryan
	Name:	Bradley K. Bryan
	Title:	Senior Vice President

CLEAR LAKE CLO, LTD.
By:	/s/ Bradley K. Bryan
	Name:	Bradley K. Bryan
	Title:	Senior Vice President

ST. JAMES RIVER CLO, LTD.
By:	/s/ Bradley K. Bryan
	Name:	Bradley K. Bryan
	Title:	Senior Vice President


JPMorgan High Yield Bond Fund (Name of Lender)
By:	/s/ James E. Gibson
	Name:	James E. Gibson
	Title:	Managing Director


Freeport Loan Trust 2006-1
By:	/s/ Donald T Bobbs
	Name:	Donald T Bobbs
	Title:	Vice President


CREDIT SUISSE, CAYMAN ISLANDS BRANCH

By:	/s/ Shaneen Malik
	Name:	Shaneen Malik
	Title:	Vice President

By:	/s/ Christopher Reo Day
	Name:	CHRISTOPHER REO DAY
	Title:	ASSOCIATE


CHGO Loan Funding Ltd. By: Chicago Fundamental Investment Partners, LLC, as Collateral Manager, as a Lender
By:	/s/ Steven J. Novatney
	Name:	Steven J. Novatney
	Title:	General Counsel & CCO


Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 CFIP MASTER FUND, LTD. By: Chicago Fundamental Investment Partners, LLC, its Investment Manager, as a Lender
By:	/s/ Steven J. Novatney
	Name:	Steven J. Novatney
	Title:	General Counsel & CCO

STYX PARTNERS, L.P. By: Styx Associates LLC, its General Partner
By:	/s/ Kevin Genda
	Name:	Kevin Genda
	Title:	Senior Managing Director

NAVIGATOR CDO 2003, LTD., as a Lender By: GE Asset Management Inc., as Collateral Manager
By:	/s/ John Campos
	Name:	John Campos
	Title:	Authorized Signatory

NAVIGATOR CDO 2004, LTD., as a Lender By: GE Asset Management Inc., as Collateral Manager
By:	/s/ John Campos
	Name:	John Campos
	Title:	Authorized Signatory

NAVIGATOR CDO 2005, LTD., as a Lender By: GE Asset Management Inc., as Collateral Manager
By:	/s/ John Campos
	Name:	John Campos
	Title:	Authorized Signatory

GENERAL ELECTRIC PENSION TRUST, as a Lender By: GE Asset Management Inc., as Collateral Manager
By:	/s/ John Campos
	Name:	John Campos
	Title:	Authorized Signatory


		Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

OAK HILL CREDIT PARTNERS II, LIMITED, as a Lender		OAK HILL CREDIT PARTNERS III, LIMITED, as a Lender

By: Oak Hill CLO Management II, LLC As Investment Manager		By: Oak Hill CLO Management III, LLC As Investment Manager

By:	/s/ Scott D. Krase	By:	/s/ Scott D. Krase

Name:	Scott D. Krase	Name:	Scott D. Krase
Title:	Authorized Person	Title:	Authorized Person

OAK HILL CREDIT PARTNERS IV, LIMITED, as a Lender		OAK HILL CREDIT PARTNERS V, LIMITED, as a Lender

By: Oak Hill CLO Management IV, LLC As Investment Manager		By: Oak Hill Advisors, L.P. As Portfolio Manager

By:	/s/ Scott D. Krase	By:	/s/ Scott D. Krase

Name:	Scott D. Krase	Name:	Scott D. Krase
Title:	Authorized Person	Title:	Authorized Person

OAK HILL CREDIT OPPORTUNITIES FINANCING, LTD., as a Lender		Stichting Bedrijfstakpensioenfonds Voor de Metalektro, as a Lender By: Oak Hill Advisor, L.P. As Investment Manager

By:	/s/ Scott D. Krase	By:	/s/ Scott D. Krase

Name:	Scott D. Krase	Name:	Scott D. Krase
Title:	Authorized Person	Title:	Authorized Person

OHA PARK AVENUE CLO I, LTD., as a Lender		GMAM GROUP PENSION TRUST I, as a Lender

By: Oak Hill Advisor, L.P. As Investment Manager L.P.		By: STATE STREET BANK AND TRUST COMPANY, solely as Trustee

By:	/s/ Scott D. Krase	By:	/s/ Timothy Norton

Name:	Scott D. Krase	Name:	Timothy Norton
Title:	Authorized Person	Title:	Officer


Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 Golden Knight II CLO, Ltd. (Name of Lender)

By:	/s/ Elizabeth O. Maclean
	Name:	Elizabeth O. Maclean
	Title:	PORTFOLIO MANAGER


	LORD ABBETT & CO. LLC AS COLLATERAL MANAGER


Lord Abbett Investment Trust - Lord Abbett Floating Rate Fund (Name of Lender)
By:	/s/ Elizabeth O. Maclean
	Name:	Elizabeth O. Maclean
	Title:	PORTFOLIO MANAGER


SILVERADO CLO 2006-II LIMITED By: New York Life Investment Management LLC, As Portfolio Manager and Attorney-in-Fact

By:	/s/ F. David Melka
	Name:	F. David Melka
	Title:	Director


Bank of China, New York Branch (Name of Lender)
By:	/s/ Richard Bradspies
	Name:	Richard Bradspies
	Title:	Deputy General Manager


JASPER FUNDING (Name of Lender)
By:	/s/ ARLENE ARELLANO
	Name:	ARLENE ARELLANO
	Title:	AUTHORIZED SIGNATORY


CITIBANK, N.A. (Name of Lender)
By:	/s/ Wayne Beckmann
	Name:	WAYNE BECKMANN
	Title:	Managing Director — Citibank, N.A. Global Autos and Industrials Dept. 388 Greenwich Street/23rd Fl. Ph: ###-###-####


CONTINENTAL CASUALTY COMPANY
By:	/s/ Marilou R. McGirr
	Name:	Marilou R. McGirr
	Title:	Vice President and Assistant Treasurer

Approved by Law Dept.
By:	MPL
	Date: 3-16-09


Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 WhiteHorse I, LTD WhiteHorse IV, LTD By: WhiteHorse Capital Partners, L.P. As Collateral Manager
By:	/s/ Ethan Underwood
	Name:	Ethan Underwood
	Title:	Portfolio Manager


Icahn Partners LP (Name of Lender)
By:	/s/ Keith Cozza
	Name:	Keith Cozza
	Title:	Chief Compliance Officer


Icahn Partners Master Fund LP (Name of Lender)
By:	/s/ Keith Cozza
	Name:	Keith Cozza
	Title:	Chief Compliance Officer


Icahn Partners Master Fund II L.P. (Name of Lender)
By:	/s/ Keith Cozza
	Name:	Keith Cozza
	Title:	Chief Compliance Officer


Icahn Partners Master Fund III L.P. (Name of Lender)
By:	/s/ Keith Cozza
	Name:	Keith Cozza
	Title:	Chief Compliance Officer


SILVERADO CLO 2006-I LIMITED By: Wells Capital Management as Portfolio Manager (Name of Lender)
By:	/s/ Zachary Tyler
	Name:	Zachary Tyler
	Tittle: Authorized Signatory


The Bank of Nova Scotia
By:	/s/ J.F. Todd
	Name:	J.F. Todd
	Title:	Managing Director


Nuveen Floating Rate Income Opportunity Fund (Name of Lender) By: Symphony Asset Management, LLC

By:	/s/ Gunther Stein
	Name:	Gunther Stein,
	Title:	Director Fixed Income


		Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

		Symphony CLO I

		(Name of Lender)
		By: Symphony Asset Management, LLC

		By:		/s/ Gunther Stein
				Name: Gunther Stein,
				Title: Director Fixed Income


		Symphony CLO II

		(Name of Lender)
		By: Symphony Asset Management, LLC

		By:		/s/ Gunther Stein
				Name: Gunther Stein,
				Title: Ditector Fixed Income


		BALTIC FUNDING LLC

		(Name of Lender)

		By:		/s/ Tara E. Kenny
				Name: Tara E. Kenny
				Title: Assistant Vice President


		BALLANTYNE FUNDING LLC

		(Name of Lender)

		By:		/s/ Tara E. Kenny
				Name: Tara E. Kenny
				Title: Assistant Vice President


		Commonwealth of Massachusetts Pension Reserves Investment Management Board, by: Pyramis Global Advisors Trust Company, as Investment Manager Under Power of Attorney


		(Name of Lender)

		By:		/s/ David Censorio
				Name: David Censorio
				Title: VP


		Pension Investment Committee of General Motors for General Motors Employees Domestic Group Pension Trust, by: Pyramis Global Advisors Trust Company, as Investment Manager Under Power of Attorney


		(Name of Lender)

		By:		/s/ David Censorio
				Name: David Censorio
				Title: VP


		General Motors Trust Bank, National Association, By: Pyramis Global Advisors Trust Company, as Investment Manager Under Power of Attorney


		(Name of Lender)

		By:		/s/ David Censorio
				Name: David Censorio
				Title: VP


		Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

		Pyramis High Yield Commingled Pool, By: Pyramis Global Advisors Trust Company, as trustee for Pyramis High Yield Commingled Pool


		(Name of Lender)

		By:		/s/ David Censorio
				Name: David Censorio
				Title: VP


		Fidelity Advisor Series I: Fidelity Advisor High Income Fund


		(Name of Lender)

		By:		/s/ Gary Ryan
				Name: Gary Ryan
				Title: Assistant Treasurer


		Fidelity Central Investment Portfolios LLC: Fidelity High Income Central Investment Portfolio 1


		(Name of Lender)

		By:		/s/ Gary Ryan
				Name: Gary Ryan
				Title: Assistant Treasurer


		Fidelity Summer Street Trust: Fidelity Focused High Income Fund


		(Name of Lender)

		By:		/s/ Gary Ryan
				Name: Gary Ryan
				Title: Assistant Treasurer


		Fidelity Income Fund: Fidelity Total Bond Fund


		(Name of Lender)

		By:		/s/ Gary Ryan
				Name: Gary Ryan
				Title: Assistant Treasurer


		Fidelity Central Investment Portfolios LLC: Fidelity Specialized High Income Central Investment Portfolio


		(Name of Lender)

		By:		/s/ Gary Ryan
				Name: Gary Ryan
				Title: Assistant Treasurer


		Variable Insurance Products Fund V: Strategic Income Portfolio


		(Name of Lender)

		By:		/s/ Gary Ryan
				Name: Gary Ryan
				Title: Assistant Treasurer


		Fidelity Advisor Series I: Fidelity Advisor High Income Advantage Fund


		(Name of Lender)

		By:		/s/ Gary Ryan
				Name: Gary Ryan
				Title: Assistant Treasurer


		Signature page to Second Amendment and Waiver dated as of March 17, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

		Taconic Capital Partners 1.5 L.P.
		By: Taconic Capital Advisors LP, Its Investment Advisor

		By:		/s/ Jon Jachman
				Name: Jon Jachman
				Title: Principal


		Taconic Opportunity Fund L.P.
		By: Taconic Capital Advisors LP, Its Investment Advisor

		By:		/s/ Jon Jachman
				Name: Jon Jachman
				Title: Principal


		Comerica Bank

		(Name of Lender)

		By:		/s/ Dan M Roman
				Name: Dan M Roman
				Title: Senior Vice President



		Commerzbank AG, New York and Grand Cayman Branches

		By:		/s/ G. Rod McWalters
				Name: G. Rod McWalters
				Title: Senior Vice President

		By:		/s/ Douglas Glickman
				Name: Douglas Glickman
				Title: First Vice President


		VENTURE III CDO LIMITED By its investment advisor, MJX Asset Management LLC


		(Name of Lender)

		By:		Frederick H. Taylor
				Name: Frederick H. Taylor
				Title: Managing Director


		VENTURE IV CDO LIMITED By its investment advisor, MJX Asset Management LLC


		(Name of Lender)

		By:		/s/ Frederick H. Taylor
				Name: Frederick H. Taylor
				Title: Managing Director


		VENTURE V CDO LIMITED By its investment advisor, MJX Asset Management LLC


		(Name of Lender)

		By:		/s/ Frederick H. Taylor
		Name:		Frederick H. Taylor
		Title:		Managing Director


		VENTURE VI CDO LIMITED By its investment advisor, MJX Asset Management LLC


		(Name of Lender)

		By:		/s/ Frederick H. Taylor
				Name: Frederick H. Taylor
				Title: Managing Director