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










 



2



(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









 



3


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: 212-816-5566	 
	 	 	 	 	 
	 	 	 	 	 
	 	
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