exv10w2




Exhibit 10.2




Master
Contract for the Regular Factoring of Claims á forfait




between

Lear Corporation Austria GmbH

Alte Hauptstr. 5-7

A-8580 Köflach

(hereinafter referred to as “Seller”)




and




Dresdner
Bank Aktiengesellschaft in Frankfurt am Main

Theodor-Heuss-Allee 44

60301 Frankfurt am Main




(hereinafter referred to as “Buyer”)




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§1   Subject of the Forfaiting and Maximum Amount





	(1)	 	The Buyer undertakes herewith to purchase without recourse from the Seller the purchase
price claims (hereinafter referred to as “Claims”) to which the Seller is entitled against
the companies listed in Appendix 2 (hereinafter referred to individually as “Debtor”
and collectively as “Debtors”) from the supply of goods and services, in each case up to the
maximum amounts stipulated in Appendix 2, in accordance with the terms of
this Master Contract. The original payment terms set forth in Appendix 3 apply
to the claims to be purchased.






	(2)	 	The purchase of the claims shall be effected on the basis of an individual purchase contract
(hereinafter referred to individually as “Individual Contract” and collectively as
“Individual Contracts”) substantially in the form set forth in Appendix 1.






	(3)	 	The Buyer will purchase the claims only if it






	 	a)	 	can either examine the financial situation of the respective Debtor in
accordance with § 18 German Banking Act (KWG), or
	 
	 	b)	 	is entitled in accordance with § 21 para. 4 German Banking Act (KWG) to dispense
with the disclosure of the financial situation of the respective Debtor. The
precondition for dispensing with the disclosure of the financial situation of the
respective Debtor is, among others, that the purchased claim is due within 3 months
calculated from the date of purchase.






Inasmuch
as according to this the Buyer no longer purchases claims against Debtors it
previously included in the purchase, it will notify the Seller thereof in writing without
delay.




	(4)	 	The total amount of Claims not yet paid by the Debtors or, inasmuch as claims have been
paid by the Debtors, the proceeds of Claims which have not been transferred by the Seller
to the Buyer in line with the collections proceedings set out in § 7 of this Master Contract
shall not at any time exceed the maximum limits stipulated for each
Debtor in Appendix 2. The
maximum limits stipulated in Appendix 2 may be exceeded in individual cases if the
Buyer permits such an exceeding.






	(5)	 	The Buyer shall have the right to refuse future purchases of claims in respect of an
individual Debtor if






	 	a)	 	the proceeds of the purchased Claims have been paid into the Collection
Account specified in § 7 para. 1 of this Master Contract for that Debtor and the
Seller fails to notify the Buyer not later than 10.00 a.m. (Frankfurt time) on the
respective Debit Date as defined in § 7 para. 3 of this Master Contract of such
payment by means of a written notice (hereinafter referred to as the “Payment
Notice”), provided that the Buyer shall not have the right to refuse future purchases
of Claims in respect of that Debtor if and to the extent the nominal amount of Claims
offered to the Buyer does not exceed the limit available for that Debtor on the
respective Availability Date as defined in § 2 para. 1 of this Master Contract. For the
purpose of this § 1 para. 5 a) the available limit shall be determined by the maximum
limit stipulated for that Debtor in Appendix 2 less (i) the nominal amount of
any Claims purchased by the Buyer for which the Buyer has not yet received a Payment
Notice and (ii) the nominal amount of any Claims purchased by the Buyer for which the
objection period set forth in § 8 of this Master Contract has not yet expired. Upon
receipt by the Buyer of a Payment Notice the Seller’s right set forth in § 8




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	 	 	 	of this Master Contract to object to the debit of the respective Debit Account as
defined in § 7 para. 3 of this Master Contract shall expire.






	 	b)	 	the Seller has exercised its right of objection pursuant to § 8 of this Master
Contract in relation to that Debtor;
	 
	 	c)	 	the corporate credit rating determined and published by Standard & Poor’s
(hereinafter referred to as “Credit Rating”) for
Magna International Inc. is lower than
“BB”;
	 
	 	d)	 	a Credit Rating is no longer available for the direct parent company of that Debtor; or
	 
	 	e)	 	the Seller’s Debit Account as defined in § 7 para.
3 of this Master Contract relating to that Debtor does not show sufficient funds on the various Debit Dates as
defined in § 7 para. 3 of this Master Contract stipulated in the respective individual
Contract.






	(6)	 	The Buyer shall have the right to refuse future purchases of claims in general if






	 	a)	 	the Credit Rating for Lear Corporation Inc., is lower than
“B - ”;
	 
	 	b) 	 	a Credit Rating is no longer available for Lear Corporation Inc.; or
	 
	 	c)	 	the Seller terminates the Dresdner Cash Concentrating master contract of which
evidence must be furnished pursuant to § 3 para. 1 b) of this Master Contract.





§ 2 Purchase of Claims





	(1)	 	The Seller shall offer the Buyer Claims for purchase by presenting the documentation
stipulated in § 3 para. 2 a) of this Master Contract at
the latest on the last Banking Day of
each calendar month (hereinafter referred to as “Availability
Date”). The Buyer shall accept
this offer by countersigning the Individual Contract sent by the Seller.
	 
	(2)	 	The Individual Contract, duty signed by the Seller, in each
case shall be submitted to the
Buyer on the respective Availability Date by 08.30 a.m. hrs CET at the latest. The Buyer
shall make the relevant information needed by the Seller to complete the Individual Contract
available to the Seller one Banking Day prior to the availability
date by 15.00 hrs CET at
the latest.
	 
	(3)	 	The respective Debtor Open Items List stipulated in § 3 para. 2 b) shall have been received
by the Buyer at the latest by 12.00 a.m. hrs CET on the 10th Banking Day after the
availability date.
	 
	 	 	If the respective Debtor Open Items List is not received by
the Buyer on time, it shall be
entitled by written declaration addressed to the Seller to rescind
(zurücktreten) the
Individual Contract the Buyer has concluded with the Seller and which should be specified
by the relevant Debtor Open Items List. In the event of rescission, the Seller shall repay
the claim purchase price already paid by the Buyer plus interest in the amount of the debit
interest rate agreed in each case with the Seller for normal overdrafts (geregelte
Überziehugen).
	 
	(4)	 	The price for the purchased claims shall be due on the settlement date stipulated in the
respective Individual Contract (hereinafter referred to as “Settlement Date”) and net payment
will be effected in favour of the Seller’s account no. 400 / 9 801 315 00 held with the
Buyer.






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§ 3 Documentation





	(1)	 	Prior to the first settlement of Claims that are to be purchased on the basis of this Master
Contract, the Seller shall submit to the Buyer the following documentation which must in
form and substance be acceptable to the Buyer






	 	a)	 	a copy of the instruction, duly signed by the Seller, addressed to the
respective Debtors instructing them to effect payment to the respective Collection
Account as defined under § 7 para. 1 of this Master Contract with Dresdner Bank AG
Wien Branch,
	 
	 	b)	 	a Dresdner Cash Concentrating master contract duly signed by the Seller
evidencing that the Seller’s accounts nos. 400 / 9 801 315 11 with the Buyer are
Included in the Dresdner Cash Concentrating as principal accounts and the Collection
Accounts as defined under § 7 para. 1 of this Master Contract as sub-account, so that
the debit and credit movements on Collection Account no. 2 004 689 00 will be
transferred to account no. 400 / 9 801 315 11.
	 
	 	c)	 	pledge agreements duly signed by the Seller in respect of all present and
future funds on the Collection Account as defined under § 7 para. 1 of this Master
Contract and the account no. 400 / 9 801 315 11 held by the Seller with the Buyer.
	 
	 	 	 	In case of a Credit Rating of “BBB-” or better for the Seller, the Buyer is prepared to
consider at the Seller’s request if and on what terms and conditions the pledge of the
collection- and debit accounts could be released.
	 
	 	d)	 	two blank fetters of instruction, duly signed by the Seller, in the form of
Appendix 4. The Buyer is entitled to make copies of these.






	(2)	 	The Seller shall present to the Buyer with each settlement the following documentation:






	 	a)	 	the Individual Contract for the purchase of Claims, duly signed by the Seller.
	 
	 	b)	 	the Debtor Open Items List for each Debtor, duly signed by the Seller, which
shall contain only the claims offered to the Buyer for purchase and the following
information:






	 	•	 	the name and address of the respective Debtor,
	 
	 	•	 	the gross amount of each Individual Claim to be purchased, Including value added lax,
	 
	 	•	 	the advance payment amount (including value added tax) [if applicable],
	 
	 	•	 	the amount of credits (including value added tax) [if applicable],
	 
	 	•	 	the amount of Claims of which the due dates are prior to the Debit Dates as defined in § 7
para. 3 of this Master Contract [if applicable]
	 
	 	•	 	with regard to each individual Claim to be purchased, the invoice and / or voucher number and
the invoice date as well as its due date







	 	 	(hereinafter referred to as “Debtor Open Items List”).





§ 4 Pricing





	(1)	 	The discount rate shall be made up of the applicable EURIBOR rate (depending on the due date
of the Claims) on the Settlement Date plus a margin. The margin shall be established,
depending on the credit rating of Lear Corporation Inc. and Magna International Inc.
determined and published by Standard & Poor’s, as follows:




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As long as the Credit Rating of Magna International Inc. is “BBB-” or better, the applicable margin
shall be derived solely from the Credit Rating of Lear Corporation Inc., USA. in this case the
margin will be charged as follows:




	 	 	 
	Rating Lear Corporation Inc., USA	 	margin in % p.a.
	AA- or better
	 	0.20
	A- or better
	 	0.35
	BBB+
	 	0.57
	BBB
	 	0.72
	BBB-
	 	0.82
	BB+
	 	0.92
	BB-
	 	1.02
	BB-
	 	1.12
	B+
	 	1.32
	B
	 	1.57
	B-
	 	1.87





As long as Magna International Inc. has a Credit Rating of “BB” or “BB+” and the Credit
Rating of Lear Corporation Inc., USA, is “BBB-” or better, the applicable margin shall be derived
solely from the Credit Rating of Magna International Inc.. In this case the margin shall be
charged as follows:




	 	 	 
	Rating Magna International Inc.	 	margin in % p.a.
	BB+
	 	1.15
	BB
	 	1.38





As long as Magna International inc. has a Credit Rating of “BB” or “BB+” and the Credit
Rating of Lear Corporation Inc., USA, ranges between “B-” and “BB+”, the applicable margin shall
be derived solely from the Credit Rating of Magna International Inc., In this case the margin will
be charged as follows:




	 	 	 
	Rating Magna International Inc.	 	margin in % p.a.
	BB+
	 	1.65
	BB
	 	1.90





In the event of a change in the relevant Credit Rating the new margin shall apply to all
Individual Contracts that are concluded after the changed Credit Rating is published.



“EURIBOR” is the per annum rate for interbank deposits in euro that is fixed at 11.00 hrs Brussels
time one Banking Day before the Settlement Date with an interest period equivalent to the time
period between the Settlement Date and the due date of the purchased Claims (hereinafter referred
to as “Refinancing Period”) and is shown on the Reuters page under RIC CODE: EURIBOR 3MD. Reuters
news agency (or on a page replacing that page) for spot value on the basis of the interest
calculation method actual/360 days (hereinafter referred to as “Reuters Page”). If the Refinancing
Period is not reflected on the Reuters Page the applicable EURIBOR-rate shall be determined by the
Buyer on the basis of the per annum rates of interbank deposits in Euro fixed at 11.00 hrs
Brussels time one Banking Day before the Settlement Date for the interest period immediately
higher and lower than the Refinancing Period shown on the respective Reuters page. The
determination of the Buyer shall be made in good faith and, if so made, be conclusive and binding
on the Seller.




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	(2)	 	the discount rate shall be calculated on the basis of one year with 360 days and the
actual number of days elapsed for the number of calendar days between the Settlement Date
and the Debit Date as defined in § 7 para. 3 of this Master Contract pursuant to the
respective Individual Contract.
	 
	(3)	 	As long as maximum limits stipulated In Appendix 2 to this Master Contract are
utilised to an extent of less than 80 % in respect of each individual Debtor (hereinafter
referred to as “Minimum Sales Volume”) a commitment fee of 0.15% p.a. shall be charged for
an amount which corresponds to an amount of receivables that would have had to be purchased
to equal the Minimum Sales Volume. No commitment commission shall be charged anymore if
the Buyer exercises its right under § 1 para. 4 b) or § 11 para. 2 of this Master Contract.
	 
	(4)	 	Upon conclusion of this Master Contract a one-off arrangement fee of EUR 50,000 (plus VAT)
shall be payable to the Buyer. By countersigning this Master Contract the Seller irrevocably
authorizes the Buyer to debit account no 400 / 9 801 315 00.





§ 5 Assignment of Claims





	(1)	 	In fulfillment of his obligations under the Individual Contracts concluded pursuant to § 1 para.
2 of this Master Contract, the Seller hereby assigns to the Buyer the Claims stipulated in the
respective Individual Contract and as specified by the relevant Debtor Open Items List
which shall be submitted for each case of purchase of Claims. Together with the assigned Claims,
all other rights and claims due to the Seller against the debtor arising from contracts on
which these Claims are based shall also be transferred to the Buyer as part of the
assignment, in particular all claims for payment and damages including all independent and
non-independent discretionary rights (Gestaltungsrechte), e.g. termination rights. In case
of cancellation or any other change in the performance of the contracts upon which the
assigned Claims are based, the Seller furthermore hereby assigns all associated claims
against the original debtor or any third party to the Buyer, including claims resulting
from cancellation.
	 
	 	 	Any security given for the Claims shall also be transferred to the Buyer insofar as if is
not transferred by operation of law as part of the assignment. At the Buyer’s request, the
Seller shall inform him of any security given.
	 
	(2)	 	The Buyer accepts the assignments.
	 
	(3)	 	Insofar as special declarations or acts are necessary, or are considered by the Buyer to be
necessary, for the transfer of the purchased Claims and/or accessory rights including any
security given, the Seller shall carry out or provide these without delay. Furthermore, the
Seller hereby authorises the Buyer to disclose the assignment of the claims against the
Debtors of the purchased Claims in his own name without delay, if the Seller’s collection
authorisation under § 9 para. 1 of this Master Contract can be revoked. At the Buyer’s
request, the Seller shall also hand over to the Buyer or a third party specified by the Buyer
all documentation that may be reasonably required as evidence of the transfer or to assert
the claims. This applies in particular if the purchased Claims are no longer collected by the
Seller. Furthermore, the Buyer shall be entitled to obtain, at the Seller’s expense, a legal
opinion from a law firm competent to advise in the Seller’s jurisdiction with regard to the
effectiveness of this contract and the assignments of Claims.




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§
6 Warranties and Liabilities of the Seller





	(1)	 	The Seller guarantees to the Buyer that he is the holder (inhaber) of the Claims sold and that
they are legally valid and free from detenses and objections until satisfied in full. The
Seller guarantees that he has unrestricted right of disposal (Verfügungsberechtigung) over the
claims, that their assignment is neither limited nor excluded, either by their terms or by
law, that no third party rights exist in relation to them, that it has duly and completely
fulfilled the contracts underlying the Claims and that the purchased Claims exist to their
full extent, as described in the respective Individual Contract and in the Debtor Open Items
List relating thereto, and that they fall due on the dates specified therein. Moreover, the
Seller guarantees that the purchased claims have been assigned, either by their terms or by
law, to the buyer with legal effect (also in relation to third
parties). Upon the Buyer’s
first demand, the Seller shall at its own expense take all actions that may be or may become
necessary to ensure that an assignment is effective towards third parties under applicable
law.
	 
	(2)	 	Any deductions which are asserted by the Debtor in relation to any objections or defenses
(Einreden und Elnwendungen)— regardless of the legal grounds on which they are based-shall be
borne by the Seller. The Buyer shall not be obliged to dispute this
matter with the debtor.
	 
	(3)	 	The sale of claims is without recourse, i.e. the Seller does not accept any guarantee for
the creditworthiness of the Debtors of the purchased Claims.
	 
	(4)	 	The guarantee of the Seller for the existence of the sold claims being free of detects of
title shall apply irrespective of any fault on the part of the Seller and of whether or not
the Buyer knew or should have known of such defects of title upon conclusion of the
Individual Contract. This shall not apply where and insolar as the objections and defenses
(Einreden und Einwendungen) concerned or the extinction of a claim are based solely on the
institution of insolvency proceedings in respect of the assets of the Debtor.
	 
	(5)	 	Where the sold claims are seriously disputed with objections and defenses (Einreden und
Einwendungen) or in any other manner, the Seller shall bear the burden of proof for their
unrestricted legal existence as well as all legal costs incurred in any litigation with the
Debtor. Where the Seller is in breach of his obligations under this § 6 of the Master
Contract , the Buyer may demand from the Seller that the Seller pay all sums to the Buyer not
received by the Buyer from the Debtor on each due date. The Seller shall pay interest on any
arrears from the due date for each Claim at the applicable statutory
interest rate.
	 
	(6)	 	The Seller shall reimburse the Buyer for all losses incurred by the Buyer as a result of a
failure by the Seller to pay value added tax at the time and in the amount due and shall hold
the Buyer harmless from all claims that are asserted against it as a
result of such failure.
	 
	(7)	 	The Seller shall inform the Buyer of any Change of Control immediately upon becoming aware
of it. “Change of Control” means the acquisition by any person, or two or more persons acting
in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934) of 51 % or more of the
outstanding shares of voting stock of Lear Corporation, USA.
	 
	(8)	 	The Seller shall inform the Buyer of any Material Indebtedness which is not paid when due
(or within any applicable grace period provided therefore), becomes prematurely due and
payable (as a result of an event of default howsoever described) or is cancelled or suspended
(as a result of an event of default howsoever described) Immediately upon becoming aware of
such event. “Indebtedness” means, at any given date, the sum (without duplication) at such
date of (a) indebtedness for borrowed money or for the deferred




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	 	 	purchase price of property or services in respect of which Lear Corporation Inc., USA is
liable as obligor, (b) indebtedness secured by any lien on any property or asset owned or
held by Lear Corporation Inc., USA regardless of whether the indebtedness secured thereby
shall have been assumed by or is a primary liability of Lear Corporation Inc., USA, (c)
obligations of Lear Corporation Inc., USA under financing leases, (d) the unreimbursed
amount of all drafts drawn under letters of credit issued for the account of Lear
Corporation Inc., USA and (e) obligations (in the nature of principal or interest) of Lear
Corporation Inc., USA in respect of acceptances or similar obligations issued or created for
the account of Lear Corporation Inc., USA; but excluding (i) trade and other amounts payable
in the ordinary course of business in accordance with customary trade terms and which are
not overdue for more than 120 days or, if overdue for more than 120 days, as to which a
dispute exists and adequate reserves in conformity with GAAP have been established on the
books of such person, (ii) deferred compensation obligations to employees and (iii) any
obligation otherwise constituting indebtedness the payment of which Lear Corporation Inc.,
USA has provided for pursuant to the terms of such indebtedness or any agreement or
Instrument pursuant to which such indebtedness was incurred, by the irrevocable deposit in
trust of an amount of funds or a principal amount of securities which deposit is sufficient,
either by itself or taking into account the accrual of interest thereon, to pay the
principal of and interest on such obligation when due. “Material Indebtedness” means any
Indebtedness in an aggregate principal amount exceeding $50,000 000.
	 
	(9)	 	Claims arising from warranties and obligations assumed by the Seller under this Master
Contract shall become time-barred 3 years after the due date of the individually assigned
Claim.





§ 7 Collection of Claims





	(1)	 	The Seller shall instruct the Debtors, until further notice, to remit the proceeds of the
purchased Claims solely to the Seller’s accounts, specified below, with Dresdner Bank AG,
Wien Branch, nos





2 004 689 00





	 	 	(hereinafter referred to individually as “Collection Account” and collectively as
“Collection Accounts”), to continue to collect the claims in its own name and without any
costs for the Buyer and to take receipt of the in-payments in respect of the claims on a
fiduciary basis (treuhänderisch) for the Buyer on the above-mentioned Collection Accounts.
Any change to the payment channel as well as the revocation of the afore-mentioned
instruction by the Seller requires the Buyer’s prior written approval.
	 
	 	 	In the event that the claims are paid by the Debtors in the form of cheques and / or bills,
the Seller shall hand them over to the Buyer immediately upon receipt and present them for
collection on the Seller’s respective Collection Account with the Buyer.
	 
	(2)	 	The Seller shall pledge all present and future funds on the Collection Accounts to the Buyer
in accordance with separate pledge agreements as security for the Seller’s present and future
obligations under this Master Contract and the Individual Contracts concluded thereunder.
	 
	(3)	 	The Seller herewith authorizes the Buyer to debit, on the debit dates as stipulated in the
respective Individual Contract (herein referred to individually as “Debit Date” and
collectively as “Debit Dates”), the Seller’s account nos. 400/9 801 315 11 with the Buyer
(hereinafter referred to individually as “Debit Account” and collectively as “Debit
Accounts”) with the amount of the gross equivalent of the Claims due from the individual
Debtors. In the event that the debit accounts do not show sufficient funds on the respective
Debit Date to cover the debit of the Claims then due, the Seller authorises the Buyer by
signing this Master




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	 	 	Contract to debt the difference to the Seller’s account
no. 400/9 801 315 00 with the
Buyer (hereinafter referred to as “Current Account”) in order to balance the respective
Debit Accounts. The Seller is obliged to remit complete cover to the respective Debit
Account or the Current Account by not later than 9:00 am. (Frankfurt time) on the
respective Debit Date. The Debit Dates are shown in the respective Individual contract. Any
credit balance remaining on the respective Debit Account after the debit of the respective
amount of the gross equivalent of the payable claims on the respective Debit Date shall be
transferred to the Current Account.
	 
	(4)	 	The Seller shall inform the Buyer within 1 Banking Day upon becoming aware of any delay in
payment by the Debtors or any other restrictions on the purchased Claims, as well as
significant circumstances which could have a detrimental effect on the existence or
enforceability of the purchased Claims. For the purposes of this
§ 7 para. 4 the Seller’s
obligation to inform the Buyer shall be limited to circumstances or facts which are actually
known to the European Treasury Director of Lear Corporation Inc. or any other person acting
in a similar capacity as notified by Lear Corporation Inc. in writing to the Buyer.





§ 8 Rights of Objections





	 	 	Inasmuch as the factored claims have not been paid, in their entirety or in part, by the
Debtors upon their duo date, the Seller may object to the debit towards the Buyer in
writing within 60 calendar days of the Debit Date, if the non-payment results from an
inability to pay on the part of the Debtor and if the claims that have been purchased but
not paid for are adequately specified by submitting copies of invoices. The invoices must
show the invoice date, number and amount, gross claim amount, net claim amount, Debtor,
Debtor’s address and original due date. After expiry of this
period (receipt by Buyer is
decisive), the Seller can no longer object to the debit.





§ 9 Trust Agreement





	(1)	 	Until further notice by the Buyer, the Seller shall continue to collect the purchased Claims
in his own name using the Collection Accounts. In the event that the Claims are paid by the
Debtors in the form of cheques and / or bills of exchange, the Seller shall be obliged to hand
them over to the Buyer immediately upon receipt and to present them for collection on the
Debit Accounts specified in § 7 of this Master Contract.
	 
	(2)	 	If objections or defenses against the purchased Claims are asserted or in case of
noncompliance with the other assurances and guarantees provided by the Seller under § 6 of
this Master Contract (Gewährieistungstall), the Buyer shall be entitled to demand that the
Seller repurchase the purchased Claims at the nominal value of the purchased Claims. In
addition the Seller shall indemnify the Buyer for any refinancing costs or any other costs or
expenses incurred by the Buyer as a result of the raising of objections or defenses against
the purchased Claims or the non-compliance with the other assurances and guarantees provided
by the Seller under § 6 of this Master Contract. The Buyer shall calculate the amount of the
refinancing costs with reasonable discretion (billiges Ermessen) and shall provide a
certificate to the Seller confirming the amount of the refinancing costs as soon as
reasonably practical. The Seller and the Buyer agree not to dispute in any legal proceeding
the correctness of the determinations and certifications of a rate or amount made by the
Buyer unless the determinations or certifications are inaccurate on their face or fraud can
be shown.
	 
	(3)	 	Collection of a Claim out of court shall be carried out by the Seller at his own expense and
agreed with the Buyer. The conclusion of a settlement out of court or in court by the Seller
is subject to the prior written approval of the Buyer.






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	(4)	 	As long as claims sold are outstanding, the Seller shall provide the Buyer with all
information and pass on all documents that the Buyer considers necessary to check and assert
the assigned Claims. In order for the Buyer to check and assert the assigned claims the Seller
shall, at the Buyer’s request, grant a third party authorized by the Buyer access to its
documents with three (3) Business Days notice, insofar as these relate to the purchased
Claims. If the Seller’s collection authority expires, the Buyer shall be entitled to demand
from the Seller that all documents pertaining to the assigned Claims be handed over within
five (5) Business Days notice.
	 
	(5)	 	If bankruptcy or composition proceedings are filed or opened against the Seller, or if the
Seller persistently breaches significant obligations towards the Buyer under the terms of
this Master Contract, and if the Seller does not remedy these breaches following a written
request by the Buyer giving the Seller at least 10 calendar days to remedy the breaches, or
if the Buyer considers it necessary to protect his rights on grounds based on the
creditworthiness of the Seller, the Buyer shall be entitled to revoke the collection
authority granted to the Seller under § 9 of this Master Contract within five (5) Business
Days notice and to collect the factored claims itself, or have them collected by an
authorised agent.
	 
	(6)	 	The Seller shall then provide all necessary information in this respect to the Buyer or the
authorised agent and carry out or provide all actions and explanations (including those
involving third parties) which the Buyer considers necessary for the collection of the
purchased Claims. If the collection authority is revoked due to reasons for which the Seller
is responsible, the Seller shall reimburse the Buyer for the costs of collection against
evidence. At the Buyer’s request, the Seller shall make appropriate advance payments to the
Buyer in respect of the anticipated collection costs.





§ 10 Information according to § 8 GWG (German Money Laundering Act)




          The Seller confirms that he is acting for his own account according to § 8 GWG.



§ 11 Duration and Termination





	(1)	 	This Master Contract will be concluded for purchase of Claims due for payment not later than
April 30th, 2011. Before the expiry of this Master Contract the Buyer is prepared,
at the Seller’s request, to consider if and on what terms and conditions this Master Contract
may be prolonged.
	 
	(2)	 	The Buyer shall be entitled to terminate this Master Contract in writing in respect of one
or all of the Debtors without notice it






	 	a)	 	Magna International Inc. ceases to own directly or indirectly 100% of the Debtor,
	 
	 	b)	 	a major change in the shareholders structure of the Lear Corporation Inc.,
USA, occurs, which causes a Change of Control,
	 
	 	c)	 	a Seller and/or Lear Corporation Inc., USA, and/or a Debtor files for
insolvency proceedings or a comparable proceeding,
	 
	 	d)	 	the Seller amends the supply contracts concluded with the Debtors with respect
to the payment conditions or any other terms affecting the assigned Claims,
	 
	 	e)	 	any Material Indebtedness of Lear Corporation Inc., USA is not paid when due
(or within any applicable grace period provided therefore), becomes prematurely due and
payable




10









 






	 	 	 	(as a result of an event of default howsoever described) or is cancelled or suspended
(as a result of an event of default howsoever described), and
	 
	 	f)	 	the Seller fails to comply with its obligations in § 6 of this Master Contract.






	(3)	 	The Seller shall be entitled to terminate this Master Contract in writing without observing
a period of notice. In this case the Seller shall pay a break up-tee to the Buyer of






	 	a)	 	0.12 % p.a. on the maximum limit stipulated for each Debtor in Appendix
2 if the Seller terminates this Master Contract within 12 months from the
Effective Date,
	 
	 	b)	 	0.08 % p.a. on the maximum limit stipulated for each Debtor in Appendix
2 if the Seller terminates this Master Contract after 12 but before 24 months from
the Effective Date, and
	 
	 	c)	 	0.04 % p.a. on the maximum limit stipulated for each Debtor in Appendix
2 if the Seller terminates this Master Contract after 24 but before 36 months from
the Effective Date.






For the purpose of this § 11 para. 3 “Effective Date” means the date on which this Master
Contract is duly signed by both the Seller and the Buyer. The break-up fee shall become due
upon receipt by the Buyer of the Seller’s notice of termination.




	(4)	 	The terms of this Master Contract shall continue to apply to Individual Contracts already
concluded for the purchase of Claims if they were concluded before a termination notice
pursuant to § 11 para. 2 of this Master Contract is received by the Seller.





§ 12 Amendments of the supply contracts of the Debtors





Any amendment of supply contracts the Seller has concluded with the Debtors, which have an
effect on the payment conditions or any further agreements concerning the assigned claims
and titles, shall be notified by the Seller to the Buyer in written form without delay, so
that the Buyer can determine under which terms and conditions this Master Contract may be
continued.



§13 Other Conditions





	(1)	 	Amendments and supplements to this Master Contract including a modification, supplement or
amendment to General Business Conditions shall be made in writing. This shall also apply to
any cancellation or modification of this § 13 para. 1.
	 
	(2)	 	It one of the terms of this Master Contract should be or become ineffective, either in its
entirety or in part, this shall not affect the effectiveness of the other terms. The entirely
or partially ineffective term shall be replaced by an effective term that comes closest to
the economic purpose contemplated by the parties. The same shall apply if any gaps should
subsequently emerge in the Master Contract.
	 
	(3)	 	Banking days are days on which banks in Frankfurt am Main are open for normal business.




11









 






	(4)	 	The Seller may assign rights arising from this Master Contract only with the prior
written approval of the Buyer.
	 
	(5)	 	All present and future taxes, duties, charges and costs arising in connection with this
contract and its enforcement or the collection of the factored claims shall be borne by the
Seller.
	 
	(6)	 	All Appendices constitute an integral part of this Master Contract.
	 
	(7)	 	Subject to the following sentence this Master Contract shall governed by and construed in
accordance with the laws of the Federal Republic of Germany. The assignment of the rights
and Claims contemplated by § 5 para. 1 of this Master Contract shall be governed by the laws
of Austria. Place of jurisdiction and legal venue shall be Frankfurt am Main.
	 
	(8)	 	In addition, the Buyer’s “General Business Conditions” shall apply. These can be inspected
at any of the Buyer’s branches or sent out on request. In connection with this Master
Contract, the security given to the Buyer under the Buyer’s General Business Conditions is
not a guarantee for the risk of loss associated with the claims unless the Buyer is
simultaneously entitled under this Master Contract to corresponding claims against the
seller.
	 
	(9)	 	The application of the provisions of the UNIDROIT Convention on International Factoring of
28 May 1988 and the UNIDROIT Convention on International Finance Leasing of 28 May 1988 (in
each case as amended from time to time) to the Master Contract, any Individual Contract or
any transaction entered into or performed in accordance therewith or there under shall be
excluded to the fullest extent legally possible.





	 	 	 	 
	Frankfurt, June 20th, 2008

	 	Kôllach, June 20th, 2008
	Signed and in agreement:

	 	Signed and in agreement:
	Dresdner Bank AG in Frankfurt am Main

	 	LEAR Corporation Austria GmbH
	 
	/s/ Barbara Morgenstern 
/s/ Stefan Böhlich	 	/s/ Eddy Vanhoegaerden
/s/ Stangl Franz
	(Legally binding signatures, names, place and date)

	 	(Legally binding signatures, names, place and date)
	 
	 	 
	Appendices
	 	 







12












 





Appendix 1




to
Master Contract dd. June 20th, 2008 between LEAR Corporation Austria GmbH, Köflach,

Austria and Dresdner Bank



AG in Frankfurt am Main




Individual Contract No.          dd.

according to Master Contract dd. June 20th, 2008

between

LEAR Corporation Austria GmbH,

8580 Köflach, Austria

(hereinafter referred to as “Seller”)

and

Dresdner Bank AG in Frankfurt am Main

Theodor-Heuss-Allee 44, 60301 Frankfurt

(hereinafter referred to as “Buyer”)




 




Terms
defined in the Master Contract shall have the same meaning in this Appendix 1.



On basis of the Master Contract and the relevant Debtor Open Item List which must be submitted as
stipulated in § 3 para. 2 b) of the Master Contract, the Seller and the Buyer conclude this
Individual
Contract No. [•] for purchase of the following claims against debtors named hereafter, resulting
from
supplies dated from          to          :




	 	 	 	 	 	 	 	 	 
	Debtor:	 	Purchase Amount	 	 	Maturity	 
	 
	 	 	 	 	 	 	 	 
	Magna Steyr Fahrzeugtechnik AG &
	 	€	 	 	 	 	 	 
	Co. KG, Graz, Austria
	 	€	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	€	 	 	 	 	 	 
	 
	 	€	 	 	 	 	 	 
	total purchase amount
	 	€	 	 	 	 	 	 
	,/. discount
	 	€	 	 	 	 	 	 
	= purchase price
	 	€	 	 	 	 	 	 
	Availability Date:
	 	 	 	 	 	 	 	 






Calculation of purchase price and discount:




	 
	for the purchase amount of €

	Settlement Date

	discount period from — to

	refinancing rate % p.a.

	margin % p.a.

	discount rate % p.a.

	discount amounts €

	purchase price €

	Availability Date







	 	 	 
	Frankfurt,

	 	Köflach,
	Dresdner Bank AG in Frankfurt am Main

	 	LEAR Corporation Austria GmbH
	 
	 	 
	 

	 	/s/ Eddy Vanhoegaerden
/s/ Stangl Franz 

	(Buyer)

	 	(Seller)
	(Legally binding signatures, names)

	 	(Legally binding signatures, names)






 









 






Appendix 2



to Master Contract dd. June 20th, 2008 between LEAR Corporation Austria GmbH,
Köflach, Austria and Dresdner Bank AG in Frankfurt am Main




Maximum Purchase Amounts according to the Master Contract 
dd. June
20th, 2008 for the following Debtors



Terms
defined in the Master Contract shall have the same meaning in this Appendix 2.



As long as the credit rating of Magna International Inc. “BBB-” or better, the
following maximum purchase amounts and limits shall apply accordingly:




	 	 	 	 	 	 	 
	no.	 	Debtor	 	Monthly Maximum Purchase
Amounts and Maximum Limit in €
	1.

	 	Magna Steyr 
Fahrzeugtechnik AG & 
Co, KG, Graz, Austria
	 	monthly maximum purchase amount:
	 	€   15,000,000.—
	 

	 	 	maximum limit:
	 	€   15,000,000.—
	 

	 	 	 	 	 





As long as
the credit rating of Magna International Inc. is “BB” or “BB+”, the
following maximum purchase amounts and limits shall apply accordingly:




	 	 	 	 	 	 	 
	no.	 	Debtor	 	Monthly Maximum Purchase Amounts and Maximum Limit in €
	1.

	 	Magna Steyr 
Fahrzeugtechnik AG 
Co. KG, Graz, Austria
	 	monthly maximum purchase amount:
	 	€   7,500,000,—
	 

	 	 	maximum limit:
	 	€   7,500,000.—
	 

	 	 	 	 	 






	 	 	 
	Frankfurt, June 20th, 2008

Signed and in agreement:

	 	Köflach, June 20th, 2008

Signed and in agreement:
	Dresdner Bank AG in Frankfurt am Main

	 	LEAR Corporation Austria GmbH
	 
	 	 
	/s/ Barbara Morgenstern 
/s/ Stefan Böhlich 
	 	/s/ Eddy Vanhoegaerden
/s/ Stangl Franz 

	(Buyer)

	 	(Seller)
	(Legally binding signatures, names, place and date)

	 	(Legally binding signatures, names, place and date)






 









 






Appendix 3



to Master Contract dd. June 20th, 2008 between LEAR Corporation Austria GmbH, Köflach,
Austria and Dresdner Bank AG in Frankfurt am Main




Original Conditions of Payment:



Terms defined in the
Master Contract shall have the same meaning in this Appendix 3.




	 	 	 	 	 
	no.	 	Debtor	 	Original Payment Conditions/Original Maturities
	1.

	 	Magna Steyr
Fahrzeugtechnik AG
& 
Co. KG, Graz.
Austria
	 	payment on the
25th of the month following the month of delivery






	 	 	 
	Frankfurt, June 20th, 2008

Signed and in agreement:

	 	Köflach, June 20th, 2008

Signed and in agreement:
	Dresdner Bank AG in Frankfurt am Main

	 	LEAR Corporation Austria GmbH
	 
	 	 
	/s/ Barbara Morgenstern
/s/
Stefan Böhlich 
	 	/s/ Eddy Vanhoegaerden
/s/
Stangl Franz 

	(Buyer)

	 	(Seller)
	(Legally binding signatures, names, place and date)

	 	(Legally binding signatures, names, place and date)






 









 






Appendix 4




to Master Contract
dd. June 20th, 2008 between LEAR Corporation
Austria GmbH, Köflach, Austria and



Dresdner Bank AG in Frankfurt am Main




To



Assignment of claims by
LEAR Corporation Austria GmbH, Alte Hauptstr. 5 - 7, 8580 Köflach, Austria




Ladies and Gentlemen,



We herewith notify you that we have assigned by way of a Master Contract dated June
20th, 2008 between Dresdner Bank AG and ourselves (the “Master Contract”) and the
individual contract no. [•] concluded on the
basis of the Master Contract (the “Individual
Contract”) the claims for payment listed in the Annex hereto
together with all rights appertaining
thereto resulting from the sale of goods or




to Dresdner Bank AG in Frankfurt am Main.



We therefore kindly ask you to duly execute the enclosed declaration and send it to




Dresdner
Bank AG in Frankfurt am Main

Theodor-Heuss-Allee 44, 60301 Frankfurt am Main, Germany



In case any increase or decrease of the amount claims, we kindly ask you to inform us and the
above-mentioned bank accordingly.



Our claims against you amounted to:



EUR,
          
          
          
          as from



 

(currency, amount)           
          (date)



From now on, please effect payments on to:



Beneficiary:
___________________________
account No. _______________



with _________________________________  banking code: 500 800 00



IBAN _______________________________




	 	 	 
	 
	 	/s/ Eddy Vanhoegaerden
/s/
Stangl Franz 

	(Place, date)

	 	(legally valid and binding signature(s), company seal)
	 

	 	LEAR Corporation Austria GmbH