EX-10.2






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.









 



2


          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.









 



3


          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.









 



4


          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.




	 	 	 	 	 
	 	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/ Douglas Jenks
 	 
	 	 	Name:  	Douglas Jenks 	 
	 	 	Title:  	Managing Director 	 
	 














 





	 	 	 	 	 
	 	
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


	 
	 	FREEPORT LOAN TRUST 2006-1 	 
	 	(Name of Lender) 	 
	 	 	 
	 	By: Freeport Financial LLC	 
	 	 	 
	 	By:  	/s/ Colin M. Lancaster
 	 
	 	 	Name:  	Colin M. Lancaster 	 
	 	 	Title:  	Vice President 	 
	 



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

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



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

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



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

 	 
	 	By:  	/s/ Paul Murphy
 	 
	 	 	Name:  	Paul Murphy 	 
	 	 	Title:      Assistant Treasurer 	 
	 



	 	 	 	 	 
	 	Fidelity Advisor Series I: Fidelity Advisor High Income Fund 

 	 
	 	By:  	/s/   Paul Murphy
 	 
	 	 	Name:  	Paul Murphy             	 
	 	 	Title:  	Assistant Treasurer 	 
	 



	 	 	 	 	 
	 	Fidelity Summer Street Trust: Fidelity Focused High 

Income Fund

 	 
	 	By:  	/s/  Paul Murphy
 	 
	 	 	Name:  	Paul Murphy      	 
	 	 	Title:  	Assistant Treasurer 	 
	 



	 	 	 	 	 
	 	Fidelity Income Fund: Fidelity Total Bond Fund

 	 
	 	By:  	/s/ Paul Murphy
 	 
	 	 	Name:  	Paul Murphy 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



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

 	 
	 	By:  	/s/ Paul Murphy
 	 
	 	 	Name:  	Paul Murphy  	 
	 	 	Title:  	Assistant Treasurer 	 
	 
















 






	 	 	 	 	 	 	 
	 	 	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	 	 



















 










	 	 	 	 	 
	 	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
 	 
	 
	 	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 	 
	 
	 	COMERICA BANK

(Name of Lender)

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



	 	 	 	 	 	 	 
	 	 	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	 	 






	 	 	 	 	 
	 	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 	 
	 




 











 







	 	 	 	 	 	 	 	 	 
	 	 	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

 	 
	 	      SunTrust Bank
 	 
	 	(Name of Lender) 	 
	 
	 	 	 
	 	By:  	  /s/ Amanda K Parks
 	 
	 	 	Name:  	Amanda Parks 	 
	 	 	Title:  	SVP 	 



	 	 	 	 	 
	 	Wells Fargo Bank, N.A.

 	 
	 	By:  	/s/ Neil Arreola
 	 
	 	 	Name:  	Neil Arreola 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	 	 
	 	Nuveen Floating Rate Income Opportunity Fund
 	 
	 	(Name of Lender) 	 
	 	 	 
	 	By:  	                                                  Symphony Asset Management, LLC
 	 
	 	 	 
	 	By:  	                        /s/ James Kim
 	 
	 	 	Name:  	James Kim 	 
	 	 	Title:  	Associate Portfolio Manager 	 



	 	 	 	 	 
	 	 	 
	 	                                                  Symphony CLO I
 	 
	 	(Name of Lender) 	 
	 	 	 
	 	By:  	                                                  Symphony Asset Management, LLC
 	 
	 	 	 
	 	By:  	                        /s/ James Kim
 	 
	 	 	Name:  	James Kim 	 
	 	 	Title:  	Associate Portfolio Manager 	 



	 	 	 	 	 
	 	 	 
	 	                                                  Symphony CLO II
 	 
	 	(Name of Lender) 	 
	 	 	 
	 	By:  	                                                  Symphony Asset Management, LLC
 	 
	 	 	 
	 	By:  	                        /s/ James Kim
 	 
	 	 	Name:  	James Kim 	 
	 	 	Title:  	Associate Portfolio Manager 	 
	 



	 	 	 	 	 
	 	The Hartford Mutual Funds, Inc., on behalf of

The Hartford Floating Rate Fund
 	 
	 	By Hartford Investment Management

Company, its Sub-advisor
 
	 
	 	 	 
	 	By:  	


/s/ Carlos Fegel
 	 
	 	 	Name:  	Carlos Fegel 	 
	 	 	Title:  	SVP 	 
	 




 









 








	 	 	 	 	 
	 	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




Hartford Series Fund, Inc., on behalf of Hartford

High Yield HLS Fund
 	 
	 	 	By: Hartford Investment Management Company, its Sub-advisor
 	 
	 	 	 
	 	By:  	                 /s/       Carlos Fegel
 	 
	 	 	Name:  	Carlos Fegel 	 
	 	 	Title:  	SVP 	 



	 	 	 	 	 
	 	The Hartford Mutual Funds, Inc., on behalf of
The Hartford High Yield Fund
 	 
	 	 	By: Hartford Investment Management Company, its Sub-advisor


 	 
	 	 	 
	 	By:  	                      /s/ Carlos Fegel
 	 
	 	 	Name:  	Carlos Fegel 	 
	 	 	Title:  	SVP 	 



	 	 	 	 	 
	 	Hartford Life and Accident Insurance Company

 	 
	 	By:  	Hartford Investment Management Company its Agent and Attorney-in-fact
 	 
	 	 	 
	 	By:  	                      /s/ Carlos Fegel
 	 
	 	 	Name:  	Carlos Fegel 	 
	 	 	Title:  	SVP 	 
	 



	 	 	 	 	 
	 	The Hartford Mutual Funds, Inc., on behalf of The Hartford Strategic Income Fund
 	 
	 	By:  	Hartford Investment Management Company its Investment Manager
 	 
	 	 	 
	 	By:  	                      /s/ Carlos Fegel
 	 
	 	 	Name:  	Carlos Fegel 	 
	 	 	Title:  	SVP 	 



	 	 	 	 	 
	 	Hartford Institutional Trust, on behalf of its Floating Rate Bank Loan Series
 	 
	 	 	By: Hartford Investment Management Company, its 

       Investment Manager
	 
	 	 	 
	 	By:  	                      /s/ Carlos Fegel
 	 
	 	 	Name:  	Carlos Fegel 	 
	 	 	Title:  	SVP 	 
	 



	 	 	 	 	 
	 	Hartford Series Fund, Inc., on behalf of Hartford Total Return Bond HLS Fund
 	 
	 	By  	Hartford Investment Management Company, its Subadvisor
 	 
	 	 	 
	 	By:  	                      /s/ Carlos Fegel
 	 
	 	 	Name:  	Carlos Fegel 	 
	 	 	Title:  	SVP 	 
	 



	 	 	 	 	 
	 	The Hartford Mutual Funds, Inc., on behalf of

The Hartford Income Fund

By Hartford Investment Management

Company, its Subadvisor

 	 
	 	By:  	/s/ Carlos Fegel
 	 
	 	 	Name:  	Carlos Fegel 	 
	 	 	Title:  	SVP 	 
	 




 











 







	 	 	 	 	 
	 	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	 
	 	 	 
	 	The Hartford Mutual Funds, Inc., on behalf of

The Hartford Total Return Bond Fund

By Hartford Investment Management Company, 
Its Subadvisor
 	 
	 	 	 
	 	By:  	/s/ Carlos
Fegel
 	 
	 	 	Name: Carlos
Fegel	 
	 	 	Title: SVP	 
	 
	 	State Board of Administration of Florida

 	 
	 	 	By: Hartford Investment
Management Company, 
Its Investment Manager
 	 
	 
	 	 	 
	 	By:  	/s/ Carlos
Fegel
 	 
	 	 	Name: Carlos
Fegel	 
	 	 	Title: SVP	 
	 
	 	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/ Carlos
Fegel
 	 
	 	 	Name: Carlos
Fegel	 
	 	 	Title: SVP	 
	 
	 	Sanford C. Bernstein Funds, Inc. — Intermediate Duration Portfolio,



(Name of Lender)

 	 
	 	By:  	/s/ AllianceBernstein L.P., as manager
 	 
	 	 	Name:  
Michael E. Sohr 	 
	 	 	Title:  
  Senior Vice President 	 
	 
	 	Sanford C. Bernstein Funds Inc. II — Intermediate Duration Institutional Portfolio,



(Name of Lender)

 	 
	 	By:  	/s/ AllianceBernstein L.P., as manager
 	 
	 	 	Name:  
Michael E. Sohr 	 
	 	 	Title:  
  Senior Vice President 	 
	 
	 	Oregon State Treasury, 



(Name of Lender)

 	 
	 	By:  	/s/ AllianceBernstein L.P., as manager
 	 
	 	 	Name:  
Michael E. Sohr 	 
	 	 	Title:  
  Senior Vice 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



AllianceBernstein Global Bond Fund, 



(Name of Lender)

 	 
	 	By:  	/s/ AllianceBernstein L.P., as manager
 	 
	 	 	Name:  	Michael E. Sohr 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	KKR Financial CLO 2005-1, Ltd.

(Name of Lender)

 	 
	 	By:  	/s/ Sarah E. Brucks
 	 
	 	 	Name:  	Sarah E. Brucks 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	KKR Financial CLO 2005-2, Ltd. 

(Name of Lender)

 	 
	 	By:  	/s/ Sarah E. Brucks
 	 
	 	 	Name:  	Sarah E. Brucks  	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	KKR Financial CLO 2006-1, Ltd. 

(Name of Lender)

 	 
	 	By:  	/s/ Sarah E. Brucks
 	 
	 	 	Name:  	Sarah E. Brucks  	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	KKR Financial CLO 2007-1, Ltd. 

(Name of Lender)

 	 
	 	By:  	/s/ Sarah E. Brucks
 	 
	 	 	Name:  	Sarah E. Brucks  	 
	 	 	Title: Authorized Signatory 	 
	 
	 	KKR Financial CLO 2007-A, Ltd. 

(Name of Lender)

 	 
	 	By:  	/s/ Sarah E. Brucks
 	 
	 	 	Name:  	Sarah E. Brucks  	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	KKR Financial CLO 2009-1, Ltd. 

(Name of Lender)

 	 
	 	By:  	/s/ Sarah E. Brucks
 	 
	 	 	Name:  	Sarah E. Brucks  	 
	 	 	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



Oregon Public Employees Retirement Fund 

(Name of Lender)

 	 
	 	By:  	/s/ Sarah E. Brucks
 	 
	 	 	Name:  	Sarah E. Brucks  	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	UBS Loan Finance LLC

 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa  	 
	 	 	Title:  	Associate Director 	 
	 
	 	 	 
	 	By:  	      /s/ Marie Haddad
 	 
	 	 	Name:  	Marie Haddad  	 
	 	 	Title:  	Associate Director 	 
	 
	 	CITIBANK, N. A.

 	 
	 	(Name of Lender)

 	 
	 	By:  	/s/ Brian Blessing
 	 
	 	 	Name:  	Brian Blessing 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 
	 	Carlyle High Yield Partners IV, Ltd.

 	 
	 	(Name of Lender)

 	 
	 	By:  	/s/ Linda Pace
 	 
	 	 	Name:  	Linda Pace 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Carlyle High Yield Partners VI, Ltd.

 	 
	 	
(Name of Lender)

 	 
	 	By:  	/s/ Linda Pace
 	 
	 	 	Name:  	Linda Pace 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Carlyle High Yield Partners VII, Ltd.

 	 
	 	
(Name of Lender)

 	 
	 	By:  	/s/ Linda Pace
 	 
	 	 	Name:  	Linda Pace 	 
	 	 	Title:  	Managing Director 	 
	 

















 






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	 	 
	 
	 	 	 	 	 	 





 









 







	 	 	 	 	 	 	 
	 	 	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	 	 
	 
	Sankaty High Yield Partners II, L.P.
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Name of Lender)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Alan K. Halfenger	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Alan K. Halfenger	 	 
	 

	 	 	 	Title:  Chief Compliance Officer

            Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	Sankaty High Yield Partners III, L.P.
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Name of Lender)	 	 
	 
	 	 	 	 	 	 
	 

	 	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
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Name of Lender)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Alan K. Halfenger	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Alan K. Halfenger	 	 
	 

	 	 	 	Title:  Chief Compliance Officer
	 	 
	 

	 	 	 	            Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	FIRST 2004-I CLO, LTD.	 	 
	 	 	By: TCW Asset Management Company,

its Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen Suo	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Stephen Suo	 	 
	 

	 	 	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Edison Hwang	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Edison Hwang	 	 
	 

	 	 	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	FIRST 2004-II CLO LIMITED
	 	 
	 	 	By: TCW Asset Management Company,

as its Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen Suo	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Stephen Suo	 	 
	 

	 	 	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Edison Hwang	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Edison Hwang	 	 
	 

	 	 	 	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/ Edison Hwang	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Edison Hwang	 	 
	 

	 	 	 	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/ Edison Hwang	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Edison Hwang	 	 
	 

	 	 	 	Vice 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






	 	 	 
	 

	 	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/ Edison Hwang
 	 
	 	 	Edison Hwang 	 
	 	 	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/ Edison Hwang
 	 
	 	 	Edison Hwang 	 
	 	 	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/ Edison Hwang
 	 
	 	 	Edison Hwang 	 
	 	 	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/ Edison Hwang
 	 
	 	 	Edison Hwang 	 
	 	 	Vice President 	 
	 



	 	 	 
	 

	 	VELOCITY CLO LIMITED
	 
	 

	 	By: TCW Asset Management Company,

as Collateral Manager






	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Stephen Suo
 	 
	 	 	Stephen Suo 	 
	 	 	Senior Vice President 	 
	 
	 	 	 
	 	By:  	/s/ Edison Hwang
 	 
	 	 	Edison Hwang 	 
	 	 	Vice President 	 
	 



	 	 	 
	 

	 	VITESSE CLO LTD.
	 
	 

	 	By: TCW Asset Management Company as its

Portfolio Manager






	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Stephen Suo
 	 
	 	 	Stephen Suo 	 
	 	 	Senior Vice President 	 
	 
	 	 	 
	 	By:  	/s/ Edison Hwang
 	 
	 	 	Edison Hwang 	 
	 	 	Vice President 	 
	 



	 	 	 	 	 
	 	KOHLBERG CAPITAL CORPORATION

 	 
	 	By:  	/s/
Daniel Gilligan
 	 
	 	 	Name:  	Daniel Gilligan 	 
	 	 	Title:  	Authorized Signatory


Kohlberg Capital 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
	 	 	 	 	 
	 	KATONAH VII CLO LTD.

 	 
	 	By:  	/s/  Daniel Gilligan
 	 
	 	 	Name:  	Daniel Gilligan 	 
	 	 	Title:  	Authorized  Officer



Katonah Debt Advisors, L.L.C.

As Manager 	 
	 
	 	 	 	 	 
	 	KATONAH IX CLO LTD.

 	 
	 	By:  	/s/ Daniel Gilligan
 	 
	 	 	Name:  	Daniel Gilligan 	 
	 	 	Title:  	Authorized  Officer



Katonah Debt Advisors, L.L.C.

As Manager 	 
	 
	 	 	 	 	 
	 	KATONAH X CLO LTD.

 	 
	 	By:  	/s/ Daniel Gilligan
 	 
	 	 	Name:  	Daniel Gilligan 	 
	 	 	Title:  	Authorized  Officer



Katonah Debt Advisors, L.L.C.

As Manager 	 
	 
	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/  Jonathan M. Barnes
 	 
	 	 	Name:  	Jonathan M. Barnes 	 
	 	 	Title:  	Vice President 	 
	 
	 

	Term loan position only.
	 	 	 	 	 
	 	BALTIC FUNDING LLC

(Name of Lender)

 	 
	 	By:  	/s/ Tara E. Kenny
 	 
	 	 	Name:  	Tara E. Kenny 	 
	 	 	Title:  	Assistant Vice president 	 
	 
	 	 	 	 	 
	 	Lord Abbett Investment
Trust–Lord Abbett Floating

Rate Fund

 	 
	 	By:  	/s/  Elizabeth O. MacLean
 	 
	 	 	Name:  	Elizabeth O. MacLean 	 
	 	 	Title:  	Portfolio Manager 	 
	 
	 	 	 	 	 
	 	Golden Knight II CLO, Ltd.

 	 
	 	By:  	/s/  Elizabeth O. MacLean
 	 
	 	 	Name:  	Elizabeth O. MacLean 	 
	 	 	Title:  	Portfolio 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





	 	 	 	 	 
	 	MERRILL LYNCH BANK USA

 	 
	 	By:  	/s/ David Millett 	 
	 	 	Name:  	David Millett 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	BNP Paribas
 	 
	 	By:  	/s/ Michael Shryock 	 
	 	 	Name:  	Michael Shryock 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	     /s/ Andrew Strait 	 
	 	 	Name:  	Andrew Strait 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	Fifth Third Bank, a Michigan Banking Corporation

 	 
	 	By:  	/s/ Brian Jelinski 	 
	 	 	Name:  	Brian Jelinski 	 
	 	 	Title:  	Assistant Vice 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






	 	 	 	 	 	 	 	 	 	 	 
	ARES ENHANCED LOAN INVESTMENT STRATEGY IR-B LTD.	 	 	 	ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	ARES ENHANCED LOAN MANAGEMENT IR-	 	 	 	By:	 	ARES ENHANCED LOAN MANAGEMENT IR,	 	 
	B, L.P., as Portfolio Manager	 	 	 	L.P., as Portfolio Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	Ares Enhanced Loan IR-B GP, LLC, as its General	 	 	 	By:	 	Ares Enhanced Loan IR GP, LLC, as its General	 	 
	Partner	 	 	 	Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	Ares Management LLC, as its Manager	 	 	 	By:	 	Ares Management LLC, as its Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	/s/ Americo Cascella
 
	 	 	 	By:	 	/s/ Americo Cascella
 
	 	 
	 
	 	Name: Americo Cascella	 	 	 	 	 	Name: Americo Cascella	 	 
	 
	 	Title: Authorized Signatory	 	 	 	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ARES XI CLO Ltd.	 	 	 	Ares VR CLO Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: ARES CLO MANAGEMENT XI, L.P.	 	 	 	By: Ares CLO Management VR, L.P.,
Investment Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: ARES CLO GP XI LLC, ITS GENERAL PARTNER	 	 	 	By: Ares CLO GP VR, LLC,
Its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: ARES MANAGEMENT LLC,  ITS MANAGER	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	/s/ Americo Cascella
 
	 	 	 	By:	 	/s/ Americo Cascella
 
	 	 
	Name:
	 	Americo Cascella	 	 	 	Name:	 	Americo Cascella	 	 
	Title:
	 	Authorized Signatory	 	 	 	Title:	 	 Authorized Signatory	 	 






	 	 	 	 	 	 	 	 	 	 	 
	Ares X CLO Ltd.	 	 	 	Ares VIR CLO Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	Ares CLO Management X, L.P., 
Investment Manager	 	 	 	By:	 	Ares CLO Management IX, L.P., 
Investment Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	Ares CLO GP X, LLC, 
Its General Partner	 	 	 	By:	 	Ares CLO GP VIR, LLC, 
Its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	/s/ Americo Cascella
 
	 	 	 	By:	 	/s/ Americo Cascella
 
	 	  
	Name:
	 	Americo Cascella	 	 	 	Name:	 	Americo Cascella	 	 
	Title:
	 	Authorized Signatory	 	 	 	Title:	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Ares VII CLO Ltd.	 	 	 	Ares IX CLO Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	Ares CLO Management VII, L.P., 
Investment Manager	 	 	 	By:	 	Ares CLO Management IX, L.P.,
Investment Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	Ares CLO GP VII, LLC,
Its General Partner	 	 	 	By:	 	Ares CLO GP IX, LLC,
Its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	By:	 	Ares Management LLC,
Its Managing Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	/s/ Americo Cascella
 
	 	 	 	By:	 	/s/ Americo Cascella
 
	 	  
	Name:
	 	Americo Cascella	 	 	 	Name:	 	Americo Cascella	 	 
	Title:
	 	Authorized Signatory	 	 	 	Title:	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Ares VIII CLO Ltd.	 	 	 	Global Loan Opportunity Fund B.V.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	Ares CLO Management VIII, L.P.,
Investment Manager	 	 	 	By:	 	Ares Management Limited, Its Portfolio Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	Ares CLO GP VIII, LLC, 
Its General Partner	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	By:	 	/s/ Americo Cascella
 
	 	 
	 
	 	 	 	 	 	 	 	Name: Americo Cascella	 	 
	 
	 	 	 	 	 	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	/s/ Americo Cascella
 
	 	 	 	 	 	 	 	 
	Name:
	 	Americo Cascella	 	 	 	 	 	 	 	 
	Title:
	 	Authorized Signatory	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	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/ Americo Cascella
 
	 	 	 	 	 	 	 	 
	Name:
	 	Americo Cascella	 	 	 	 	 	 	 	 
	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
	 
	 	 	 	 
	 	 	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
	 
	 	 	 	 
	 	 	Genesis CLO 2007-2 LTD
	 	 	   
	 	 	(Name of Lender)



by LLCP Advisors LLC as Collateral Manager
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Tejs Braberg
	 

	 	 	 	 
 Name:
Tejs Braberg
	 

	 	 	 	Title: 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	 	 
	 
	 	 	 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	 	 
	 
	 	 	 	 	 	 
	 	 	 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	 	 
	 
	 	 	 	 	 	 
	 	 	SCOGGIN CAPITAL MANAGEMENT, LP II 	 	 
	 	 	 	 	 
	 	 	(Name of Lender)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	[ILLEGIBLE] 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Scoggin Capital Management, LP II	 	 
	 
	 	 	 	 	 	 
	 	 	By: SAI Partners, LP
the general partner 	 	 
	 
	 	 	 	 	 	 
	 	 	By: Scoggin, Inc. the general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	SCOGGIN INTERNATIONAL FUND, LTD	 	 
	 	 	 	 	 
	 	 	(Name of Lender)	 	 
	 
	 	 	 	 	 	 
	 	 	Scoggin, LLC Its: Investment manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	[ILLEGIBLE]	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 




















 






	 	 	 	 	 	 	 
	 	 	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	 	 
	 
	 	 	 	 	 	 
	 	 	SCOGGIN WORLDWIDE
FUND, LTD.
(Name of Lender)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	[ILLEGIBLE]
 

Name: [ILLEGIBLE]
	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	 

	 	Scoggin Worldwide Fund Ltd.	 	 
	 

	 	By:	 	Old Bellows Partners LP its Investment Manager	 	 
	 

	 	By:	 	Old Bell Associates LLC its General Partner	 	 
	 

	 	By:	 	A. Dev Chodry	 	 






	 	 	 	 	 	 	 
	 	 	SKANDINAVISKA ENSKILDA 

BANKEN AB (Publ)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael I Dicks
 

Name: Michael I Dicks
	 	 
	 

	 	 	 	Title: 	 	 
	 
	 

	 	/s/ Krissy Rands
 
	 	 
	 

	 	Krissy Rands	 	 






	 	 	 	 	 	 	 
	 	 	Bank of America, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Chas McDonell
 

Name: Chas McDonell
	 	 
	 

	 	 	 	Title: Senior Vice President	 	 






	 	 	 	 	 	 	 
	 	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Didier Siffer
 

Name: Didier Siffer
	 	 
	 

	 	 	 	Title: Managing Director	 	 






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bryan Matthews
 

Name: Bryan Matthews
	 	 
	 

	 	 	 	Title: Director	 	 






	 	 	 	 	 	 	 
	 	 	CITIBANK, NA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Wayne Beckmann
 

Name: Wayne Beckmann
	 	 
	 

	 	 	 	Title: Managing Director — Citibank, N.A.	 	 
	 

	 	 	 	
Global Autos and Industrials Dept.

388 Greenwich Street/23rd PL

Ph: 212–816–5566