Exhibit


Exhibit 10.1








FIRST AMENDMENT 
FIRST AMENDMENT, dated as of August 19, 2015 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of November 14, 2014 (the “Credit Agreement”), among LEAR CORPORATION, a Delaware corporation (the “Borrower”), each FOREIGN SUBSIDIARY BORROWER, the several lenders from time to time parties thereto (the “Lenders”), the several agents parties thereto and JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent (the “Administrative Agent”).
W I T N E S S E T H:
WHEREAS, the Borrower has requested, and the Required Lenders and the Administrative Agent have agreed, upon the terms and subject to the conditions set forth herein, that the Credit Agreement shall be amended as set forth herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1.   Defined Terms.  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.  


SECTION 2.   Amendments.  Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Change of Control” and substituting in lieu thereof the following:


“Change of Control”:  (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Capital Stock representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Company; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were neither (i) nominated, or whose nomination or election was approved, by the board of directors of the Company nor (ii) appointed by directors so approved or nominated.
SECTION 3.   Conditions to Effectiveness.  This Amendment shall become effective on the date (the “Amendment Effective Date”) on which the Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of the Borrower, each Foreign Subsidiary Borrower and the Required Lenders.


SECTION 4.   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.  The 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 Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.


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





Exhibit 10.1


SECTION 5.   Expenses.  The Borrower agrees to pay or reimburse the 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 Administrative Agent.


SECTION 6.   Representations and Warranties.  The Borrower hereby represents and warrants that on the date hereof (a) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents is true and correct in all material respects (provided that if any representation or warranty is by its terms qualified by materiality, such representation is true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of the Amendment Effective Date, except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is true and correct on and as of such earlier date and (b) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.


SECTION 7.   FATCA.    For purposes of determining withholding Taxes imposed under FATCA, from and after the Amendment Effective Date, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorizes the Administrative Agent to treat) the Credit Agreement (together with any loans or other extensions of credit pursuant thereto) as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulations Section 1.1471-2(b)(2)(i).


SECTION 8.   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 10.12 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.


SECTION 9.   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.


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Exhibit 10.1






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: Vice President, Treasurer, and CDO




LEAR FINANCIAL SERVICES (NETHERLANDS) B.V.


By: /s/ Susanne McIloch_________________________
     Name: Susanne McIloch
     Title: Director





Exhibit 10.1




JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender




By: /s/ Robert D. Bryant_________________________
     Name:  Robert D. Bryant
     Title:  Executive Director





Exhibit 10.1






BANK OF AMERICA, N.A., as a Lender




By: /s/ Brian Lukehart__________________________
     Name: Brian Lukehart
     Title: Director






The Bank of East Asia, Limited, New York Branch




By: /s/ Kitty Sin______________________________
     Name: Kitty Sin
     Title: SVP




By: /s/ Danny Leung___________________________
     Name: Danny Leung
     Title: SVP & COO






The Bank of Tokyo Mitsubishi UFJ, Ltd.




By: /s/ Thomas Danielson________________________
     Name:  Thomas Danielson
     Title: Authorized Signatory






BARCLAYS BANK PLC




By: /s/ Christopher R. Lee________________________
     Name: Christopher R. Lee
     Title: Vice President





Exhibit 10.1








BNP Paribas




By: /s/ Nader Tannous_________________________
     Name: Nader Tannous
     Title: Managing Director




By: /s/ Todd Grossnickle_________________________
     Name:  Todd Grossickle
     Title: Vice President






CITIBANK, N.A.




By: /s/ Sarah Terner____________________________
     Name: Sarah Terner
     Title:  Vice President






Citizens Bank, N.A.




By: /s/ Stephen A. Maenhout______________________
     Name:  Stephen A. Maenhout
     Title:  Senior Vice President






COMMERZBANK AG, NEW YORK BRANCH, as Lender




By: /s/ Patrick Hartweger_________________________
     Name: Patrick Hartweger
     Title: Managing Director




By: /s/ Nicole Finn______________________________
     Name: Nicole Finn
     Title: Vice President 





Exhibit 10.1






COMPASS BANK




By: /s/ Rajah Nambiar___________________________
     Name: Raj Nambiar
     Title: Vice President






DZ BANK AG
Deutsche Zentral-Genossenschaftsbank
New York Branch




By: /s/ Paul Fitzpatrick___________________________
     Name: Paul Fitzpatrick
     Title: Senior Vice President




By: /s/ Christopher Beyer_________________________
     Name:  Christopher Beyer
     Title: Assistant Vice President






Fifth Third




By: /s/ Yael Eisenberg___________________________
     Name: Yael Eisenberg
     Title: Assistant Vice President






FirstMerit Bank, N.A., as Lender




By: /s/ Jason W. Bierlein_________________________
     Name: Jason W. Bierlein
     Title: Senior Vice President






HSBC BANK USA, NATIONAL ASSOCIATION




By: /s/ Gregory R. Duval_________________________
     Name: Gregory R. Duval
     Title: Senior Vice President





Exhibit 10.1






THE HUNTINGTON NATIONAL BANK




By: /s/ Dan Swanson____________________________
     Name:  Dan Swanson
     Title: Assistant Vice President






LLOYDS BANK plc




By: /s/ Erin Donahy_____________________________
     Name: Erin Donahy
     Title:  Assistant Vice President
   Transaction Execution
   Category A
   D008




By: /s/ Daven Popet_____________________________
     Name: Daven Popet
     Title: Senior Vice President
  Transaction Execution
  Category A
  P003






The Northern Trust Company, as a Lender




By: /s/ Steven Ryan____________________________
     Name: Steven Ryan
     Title: Senior Vice President






PNC BANK, NATIONAL ASSOCIATION




By: /s/ Scott M. Kowalski________________________
     Name:  Scott M. Kowalski
     Title:  Senior Vice President





Exhibit 10.1






RB International Finance (USA) LLC




By: /s/ John A. Valiska__________________________
     Name:  John A. Valiska
     Title:  First Vice President




By: /s/ Astrid Wilke____________________________
     Name:  Astrid Wilke
     Title:  Group Vice President






ROYAL BANK OF CANADA, as a Lender




By: /s/ Edward D. Herko_________________________
     Name: Edward D. Herko
     Title: Authorized Signatory






Sumitomo Mitsui Banking Corporation




By: /s/ James D. Weinstein________________________
     Name: James D. Weinstein
     Title: Managing Director






U.S. BANK NATIONAL ASSOCIATION




By: /s/ Jeffrey S. Johnson_________________________
     Name:  Jeffrey S. Johnson
     Title: Senior Vice President





Exhibit 10.1






UniCredit Bank AG, New York Branch, as a Lender




By: /s/ Peter Daugarietis__________________________
     Name: Peter Daugarietis
     Title: Associate Director




By: /s/ Douglas Riahi___________________________
     Name:  Douglas Riahi
     Title:  Managing Director