CURRENT ASSETS

EXHIBIT 10.2

THIRD AMENDMENT AND WAIVER

          THIRD AMENDMENT AND WAIVER, dated as of May 13, 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, the other Borrowers and the Majority Lenders executed and delivered the Second Amendment and Waiver to the Credit Agreement, dated as of March 17, 2009 (the “Second Amendment”), pursuant to which certain Events of Default have been waived and certain covenants have been amended, in each case until 5:00 p.m. (New York time) on May 15, 2009 (the “Termination Date”);

          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, among other amendments, certain waivers and amendments under the Second Amendment shall be extended until June 30, 2009;

          WHEREAS, the U.S. Borrower has informed the General Administrative Agent and the Lenders that the U.S. Borrower has been offered the opportunity for it and certain of its Subsidiaries to participate in the auto supplier support programs established in April, 2009 by the United States Department of Treasury to support automotive OEMs (the “Auto Supplier Support Programs”) and that the U.S. Borrower has decided to participate in the Auto Supplier Support Programs;

          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 (as amended pursuant to the terms hereof).

          SECTION 2. Waivers/Amendments under Second Amendment. (a) Subject to clause (c) of this Section 2, the undersigned Lenders hereby agree to extend the waivers granted under Section 2(a) and (b) of the Second Amendment until 5:00 p.m. on June 30, 2009 (the “Extended Termination Date”). All references in Section 2(a), (b) and (c) of the Second Amendment to the Termination Date shall hereby be deemed references to the Extended Termination Date.

          (b) Subject to clause (c) of this Section 2, the amendments provided in Section 3(a) and (b) of the Second Amendment are hereby extended until the Extended Termination Date. All references in Section 3(a), (b) and (c) of the Second Amendment to the Termination Date shall hereby be deemed references to the Extended Termination Date.

          (c) The waivers provided in Section 2 of the Second Amendment (as extended pursuant to Section 2(a) of this Amendment) and the amendments provided in Section 3 of the Second Amendment (as extended pursuant to Section 2(b) of this Amendment) shall terminate on the earlier of (i) the date on which the U.S. Borrower or any of its Subsidiaries makes any payments of interest, principal or fees with respect to the Existing Bonds (other than payments to reimburse bondholders for out-of- pocket costs and expenses including, without limitation, fees and disbursements of counsel) and (ii) the Extended Termination Date.

          SECTION 3. Further Amendments. Effective as of April 24, 2009, (a) Subsection 1.1 of the Credit Agreement is hereby amended:

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

          “Auto Supplier Support Programs”: as defined in the Third Amendment.

          “Existing Bonds”: the collective reference to the 2013 Bonds, the 2014 Bonds and the 2016 Bonds.

          “2013 Bonds”: the 8¹/2% Senior Notes due 2013 issued pursuant to the 2013/2016 Indenture.

          “2013/2016 Indenture”: the Indenture dated as of November 24, 2006 among the U.S. Borrower, as issuer, certain of its Subsidiaries, as guarantors, and The Bank of New York Trust Company, N.A., as trustee, as amended and supplemented.

          “2016 Bonds”: the 8³/4% Senior Notes due 2016 issued pursuant to the 2013/2016 Indenture.

          “Third Amendment”: the Third Amendment and Waiver dated as of May 13, 2009 to this Agreement.

          (ii) by amending the definition of “Asset Sales” by deleting clause (i) thereof and substituting in lieu thereof the following:

(i) any such Disposition permitted by clauses (a), (b), (c) (except as otherwise provided in the last sentence of this definition), (d) through (h) and (j) of Section 13.4,

          (b) (i) Subsection 13.4 of the Credit Agreement is hereby amended by (x) deleting the “and” at the end of clause (h) thereof, (y), deleting the “.” at the end of clause (i) thereof and substituting in lieu thereof “; and” and (z) inserting the following new clause (j):

(j) the sale by the U.S. Borrower and certain of its Subsidiaries of account receivables of General Motors Corporation, Chrysler LLC and their affiliates and customary related property to special purpose vehicles established by General Motors Corporation and Chrysler LLC pursuant to the United States Department of the Treasury’s Auto Supplier Support Programs.

          (ii) The Lenders agree that any sale of account receivables of General Motors Corporation, Chrysler LLC and their affiliates and customary related property pursuant to the Auto Supplier Support Programs prior to the effectiveness of this Amendment shall be deemed to be made pursuant to clause (j) of subsection 13.4 of the Credit Agreement notwithstanding any prior election of the U.S. Borrower to treat such sale as having been made pursuant to clause (i) of subsection 13.4 of the Credit Agreement.

          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) the legal fees and expenses of counsel to the General Administrative Agent in connection with the Credit Agreement to the extent invoiced.

          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.

          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 Third Amendment and Waiver dated as of May 13, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
		Variable Insurance Products Fund: High Income Portfolio
		By:		/s/ Paul Murphy
				Name: Paul Murphy
				Title: Assistant Treasurer
		SG Finance Inc
		(Name of Lender)
		By:		/s/ Rahul Verma
				Name: Rahul Verma
				Title: Director

Aberdeen Loan Funding Ltd.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner

		[ILLEGIBLE]
		(Name of Lender)
		By:		/s/ Michael Pusateri
				Name: Michael Pusateri
				Title: Chief Operating Officer

Armstrong Loan Funding, LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner

		[ILLEGIBLE]
		(Name of Lender)
		By:		/s/ Michael Pusateri
				Name: Michael Pusateri
				Title: Chief Operating Officer

Brantwood CLO Ltd.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner

		[ILLEGIBLE]
		(Name of Lender)
		By:		/s/ Michael Pusateri
				Name: Michael Pusateri
				Title: Chief Operating Officer

Eastland CLO, Ltd.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner

		[ILLEGIBLE]
		(Name of Lender)
		By:		/s/ Michael Pusateri
				Name: Michael Pusateri
				Title: Chief Operating Officer

Grayson CLO, Ltd.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner

		[ILLEGIBLE]
		(Name of Lender)
		By:		/s/ Michael Pusateri
				Name: Michael Pusateri
				Title: Chief Operating Officer

		Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
Greenbriar CLO, Ltd. By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc. Its General Partner
		[ILLEGIBLE]
		(Name of Lender)
		By:		/s/ Michael Pusateri
				Name: Michael Pusateri
				Title: Chief Operating Officer

Red River CLO Ltd.
By: Highland Capital Management, L.P.
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner

		[ILLEGIBLE]
		(Name of Lender)
		By:		/s/ Michael Pusateri
				Name: Michael Pusateri
				Title: Chief Operating Officer

Rockwall CDO LTD.
By: Highland Capital Management, L.P.
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner

		[ILLEGIBLE]
		(Name of Lender)
		By:		/s/ Michael Pusateri
				Name: Michael Pusateri
				Title: Chief Operating Officer

Rockwall CDO II Ltd.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner

		[ILLEGIBLE]
		(Name of Lender)
		By:		/s/ Michael Pusateri
				Name: Michael Pusateri
				Title: Chief Operating Officer

Westchester CLO, Ltd
By: Highland Capital Management, L.P., As Collateral Servicer
By: Strand Advisors, Inc., Its General Partner

		[ILLEGIBLE]
		(Name of Lender)
		By:		/s/ Michael Pusateri
				Name: Michael Pusateri
				Title: Chief Operating Officer

		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
		Bank of China, New York Branch
		By:		/s/ William Warren Smith
				Name: William Warren Smith
				Title: Chief Lending Officer

		Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
		MORGAN STANLEY SENIOR FUNDING, INC.
		(Name of Lender)
		By:		/s/ John Rogers   Name: John Rogers
				Title: Authorized Signatory

		[WhiteHorse I, Ltd]
		By:		WhiteHorse Capital Partners, L.P.
				As Collateral Manager
		[WhiteHorse IV, Ltd]
		By:		WhiteHorse Capital Partners, L.P.
				As Collateral Manager
		WhiteHorse Capital Partners, L.P.
		By:		WhiteRock Asset Advisors, LLC
				As General Partner
		By:		/s/ Ethan Underwood
				Name: Ethan Underwood
				Title: Portfolio Manager

				By: Callidus Debt Partners CLO Fund II, Ltd.
				By: Its Collateral Manager,
				Callidus Capital Management, LLC
		By:		/s/ Ira Ginsburg   Name: Ira Ginsburg
				Title: Principal

				By: Callidus Debt Partners CLO Fund IV Ltd.
				By: Its Collateral Manager,
				Callidus Capital Management, LLC
		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
		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
		By:		/s/ Ira Ginsburg   Name: Ira Ginsburg
				Title: Principal

		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

		Columbus Park CDO Ltd.
		By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
		By: Name:		/s/ Daniel H. Smith   Daniel H. Smith
		Title:		Authorized Signatory

		RIVERSIDE PARK CLO LTD.
		By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
		By: Name:		/s/ Daniel H. Smith   Daniel H. Smith
		Title:		Authorized Signatory

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

		Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
		LOAN FUNDING VI LLC,
		for itself or as agent for Corporate Loan Funding VI LLC
		By: Name:		/s/ Dean T. Criares   Dean T. Criares
		Title:		Authorized Signatory
		Prospect Park CDO Ltd.
		By: Blackstone Debt Advisors L.P. as Collateral Manager
		By: Name:		/s/ Dean T. Criares   Dean T. Criares
		Title:		Authorized Signatory
		UNION SQUARE CDO LTD.
		By: Blackstone Debt Advisors L.P. as Collateral Manager
		By: Name:		/s/ Dean T. Criares   Dean T. Criares
		Title:		Authorized Signatory
		ESSEX PARK CDO LTD.
		By: Blackstone Debt Advisors L.P. as Collateral Manager
		By: Name:		/s/ Dean T. Criares   Dean T. Criares
		Title:		Authorized Signatory

		Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
		Pioneer Floating Rate Fund
		Pioneer Institutional Solutions — Credit Opportunities
		By:		Pioneer Investment Management, Inc.,
				its advisor
		By:		/s/ Margaret C. Begley
				Name:		Margaret C. Begley
				Title:		VP and Associate General Counsel
		Montpelier Investments Holdings Ltd.
		By:		Pioneer Institutional Asset Management, Inc.,
				its advisor
		By:		/s/ Margaret C. Begley
				Name:		Margaret C. Begley
				Title:		VP and Associate General Counsel

		Dryden XI — Leveraged Loan [ILLEGIBLE]
		(Name of Lender)
		By: Prudential Investment Management Inc., as Collateral Manager
				Name :		Stephen J. Collins
				Title:		VP

		Dryden XVI — Leveraged Loan [ILLEGIBLE]
		(Name of Lender)
		By: Prudential Investment Management Inc., as Collateral Manager
				Name :		Stephen J. Collins
				Title:		VP

		Dryden XVIII — Leveraged Loan [ILLEGIBLE]
		(Name of Lender)
		By: Prudential Investment Management Inc., as Collateral Manager
				Name :		Stephen J. Collins
				Title:		VP

		Dryden XXI — Leveraged Loan [ILLEGIBLE]
		(Name of Lender)
		By: Prudential Investment Management Inc., as Collateral Manager
				Name :		Stephen J. Collins
				Title:		VP

		Dryden V — Leveraged Loan [ILLEGIBLE]
		(Name of Lender)
		By: Prudential Investment Management Inc., as Collateral Manager
				Name :		Stephen J. Collins
				Title:		VP

		Loan Funding V, LLC for itself [ILLEGIBLE] Loan Funding V LLC
		(Name of Lender)
		By: Prudential Investment Management Inc., as Portfolio Manager
				Name :		Stephen J. Collins
				Title:		VP

		Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
		Dryden VII — Leveraged Loan [ILLEGIBLE]
		(Name of Lender)
		By: Prudential Investment Management Inc., as Collateral Manager
				Name :		Stephen J. Collins
				Title:		VP
		Dryden VIII — Leveraged Loan [ILLEGIBLE]
		(Name of Lender)
		By: Prudential Investment Management Inc., as Collateral Manager
				Name :		Stephen J. Collins
				Title:		VP

		Dryden IX — Senior Loan [ILLEGIBLE]
		(Name of Lender)
		By: Prudential Investment Management Inc., as Collateral Manager
				Name :		Stephen J. Collins
				Title:		VP

		STYX PARTNERS, L.P.
		By:		Styx Associates LLC
				its General Partner
		By:		/s/ Kevin Genda
				Name:		Kevin Genda
				Title:		Senior Managing 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)
		(Name of Lender)
		By:		/s/ Barry K. Love
				Name:		Barry K. Love
				Title:		Chief Credit Officer

		The Northwestern Mutual Life insurance Company
		(Name of Lender)
		By:		/s/ Steven P. Swanson
				Name:		Steven P. Swanson
				Title:		Managing Director

		Swiss Re Financial Products Corp.
		(Name of Lender)
		By:		/s/ ANDREAS GOCKSCH
				Name:		ANDREAS GOCKSCH
				Title:		Director Swiss Re Financial Products Corporation

		Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
		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
		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 (Delaware) 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
		FEINGOLD O’KEEFFE CAPITAL, LLC
		As Collateral Manager for
		Avery Street CLO, Ltd.
		(Name of Lender)
		By:		/s/ Scott Darsi
				Name:		Scott Darsi
				Title:		Port Manager

Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

		Carlyle High Yield Partners X, Ltd.
		(Name of Lender)
		By:		/s/ Linda Pace
				Name:		Linda Pace
				Title:		Managing Director

		Carlyle Credit Partners Financing I, Ltd.
		(Name of Lender)
		By:		/s/ Linda Pace
				Name:		Linda Pace
				Title:		Managing Director

		Carlyle High Yield Partners 2008-I, Ltd.
		(Name of Lender)
		By:		/s/ Linda Pace
				Name:		Linda Pace
				Title:		Managing Director

		Carlyle High Yield Partners VIII, Ltd
		(Name of Lender)
		By:		/s/ Linda Pace
				Name:		Linda Pace
				Title:		Managing Director

		Carlyle High Yield Partners IX, Ltd.
		(Name of Lender)
		By:		/s/ Linda Pace
				Name:		Linda Pace
				Title:		Managing Director

		MERRILL LYNCH CAPITAL SERVICES, INC.
		By:		/s/ Seth Denson
				Name:		Seth Denson
				Title:		Vice President

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

Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

[ILLEGIBLE]

		(Name of Lender)
		By:		/s/ David H. Lerner
				Name:		David H. Lerner
				Title:		Authorized Signatory

[ILLEGIBLE]

		(Name of Lender)
		By:		/s/ David H. Lerner
				Name:		David H. Lerner
				Title:		Authorized Signatory

		Genesis CLO 2007-1 Ltd.
		(Name of Lender)
		By: Ore Hill Partners LLC Its: Investment Advisor
		By:		/s/ Claude A. Baum, Esq.
				Name:		Claude A. Baum, Esq.
				Title:		General Counsel Ore Hill Partners LLC

		KINGSLAND V, LTD. By: Kingsland Capital Management, LLC as Manager
		By:		/s/ Vincent Siino
				Name:		Vincent Siino
				Title:		Authorized Officer

		KINGSLAND IV, LTD. By: Kingsland Capital Management, LLC as Manager
		By:		/s/ Vincent Siino
				Name:		Vincent Siino
				Title:		Authorized Officer

		KINGSLAND III, LTD. By: Kingsland Capital Management, LLC as Manager
		By:		/s/ Vincent Siino
				Name:		Vincent Siino
				Title:		Authorized Officer

		KINGSLAND II, LTD. By: Kingsland Capital Management, LLC as Manager
		By:		/s/ Vincent Siino
				Name:		Vincent Siino
				Title:		Authorized Officer

		Gallatin Funding I, Ltd. By: UrsaMine Credit Advisors, LLC as its Collateral Manager
		(Name of Lender)
		By:		/s/ Niall D. Rosenzweig
				Name:		Niall D. Rosenzweig
				Title:		President

Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006

		Grayston CLO II 2004 -1, LTD By: UrsaMine Credit Advisors, LLC as its Collateral Manager
		(Name of Lender)
		By:		/s/ Niall D. Rosenzweig
				Name: Niall D. Rosenzweig
				Title: President
		Gallatin CLO II 2005-1, LTD By: UrsaMine Credit Advisors, LLC as its Collateral Manager
		(Name of Lender)
		By:		/s/ Niall D. Rosenzweig
				Name: Niall D. Rosenzweig
				Title: President
		Gallatin CLO III 2007-1, LTD As Assignee By: UrsaMine Credit Advisors, LLC as its Collateral Manager
		(Name of Lender)
		By:		/s/ Niall D. Rosenzweig
				Name: Niall D. Rosenzweig
				Title: President
		Bear Stearns Loan Trust By: UrsaMine Credit Advisors, LLC as its attorney-in-fact
		(Name of Lender)
		By:		/s/ Niall D. Rosenzweig
				Name: Niall D. Rosenzweig
				Title: President
		MARLBOROUGH STREET CLO, LTD.,
		By its Collateral Manager, Massachusetts Financial Services Company (MLX)
		By:		[ILLEGIBLE]
				As authorized representative and not individually
Sankaty Advisors, LLC as Collateral Manager for AVERY POINT CLO, LTD., as Term Lender
		(Name of Lender)
		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
		(Name of Lender)
		By:		/s/ Alan K. Halfenger
				Name: Alan K. Halfenger
				Title: Chief Compliance Officer            Assistant Secretary
Sankaty Advisors, LLC as Collateral Manager for Loan Funding XI LLC, As Term Lender
		(Name of Lender)
		By:		/s/ Alan K. Halfenger
				Name: Alan K. Halfenger
				Title: Chief Compliance Officer            Assistant Secretary

		Signature page to Third Amendment and Waiver dated as of May 13, 2009 to the Lear Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006
Chatham Light II CLO, Limited, by Sankaty Advisors LLC, as Collateral Manager
		(Name of Lender)
		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
		(Name of Lender)
		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
		(Name of 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 CLO, Limited, as Term Lender
		(Name of 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
		(Name of 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 III CLO, Limited, as Term Lender
		(Name of 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
		(Name of Lender)
		By:		/s/ Alan K. Halfenger
				Name: Alan K. Halfenger
				Title:   Chief Compliance Officer             Assistant Secretary