exv10w1



 







    AMENDMENT
    NO. 1

    TO THE

    STOCK PURCHASE AGREEMENT



 



    This Amendment No. 1 (the “Amendment”),
    dated as of July 9, 2007, to the Stock Purchase Agreement,
    dated as of October 17, 2006 (the
    “Agreement”), is among Lear Corporation, a
    Delaware corporation (the “Company”), and those
    other parties named on the signature page hereto (collectively,
    the “Buyers” or individually, a
    “Buyer”).



 




    RECITALS



 



    WHEREAS, Section 8(e) of the Agreement permits the
    parties to amend the Agreement by an instrument in writing
    signed on behalf of the Company and the Buyers; and



 



    WHEREAS, the parties hereto desire to amend the Agreement
    as provided herein.



 




    STATEMENT
    OF AGREEMENT



 



    NOW, THEREFORE, in consideration of the foregoing and the
    mutual representations, warranties and covenants and subject to
    the conditions herein contained and intending to be legally
    bound hereby, the parties hereto hereby agree as follows:



 




    ARTICLE 1

    DEFINITIONS



 



    Section 1.01.  Definitions;
    References.  Unless otherwise specifically defined
    herein, each capitalized term used but not defined herein shall
    have the meaning assigned to such term in the Agreement. Each
    reference to “hereof,” “hereunder,”
    “hereby,” and “this Agreement” shall, from
    and after the date of this Amendment, refer to the Agreement, as
    amended by this Amendment. Each reference herein to “the
    date of this Amendment” shall refer to the date set forth
    above and each reference to the “date of this
    Agreement” or similar references shall refer to
    October 17, 2006.



 




    ARTICLE 2

    AMENDMENT TO AGREEMENT



 



    Section 2.01.  Amendment to Section 6(a)
    of the Agreement.  Effective as of the date
    hereof, Section 6(a)(ii) of the Agreement is amended by
    deleting “24%” and replacing such amount with
    “24.5%”. Effective as of immediately prior to the
    Section 5.4 Issuance (as defined in the Merger Agreement
    dated as of February 9, 2007 by and among AREP Car Holdings
    Corp. (“Parent”), AREP Car Acquisition Corp.
    and the Company, as amended), Section 6(a)(ii) of the
    Agreement is amended by deleting “24.5%” and replacing
    such amount with “27%”. The Company and the Buyers
    acknowledge and agree that for purposes of
    Section 6(a)(ii), “Buyers” shall be deemed to
    include Parent and its affiliates and associates.



 



    Section 2.02.  Additional Representations and
    Warranties of the Company.  The Company hereby
    represents and warrants to the Buyers as follows:



 



    (a) Authority Relative to Amendment.  The
    Company has all necessary corporate power and authority to
    execute and deliver this Amendment, and to perform its
    obligations hereunder. The execution and delivery of this
    Amendment by the Company have been duly and validly authorized
    by all necessary corporate action, and no other corporate
    proceedings on the part of the Company are necessary to
    authorize the execution and delivery of this Amendment. This
    Amendment has been duly and validly executed and delivered by
    the Company and, assuming the due authorization, execution and
    delivery by the Buyers, this Amendment constitutes a legal,
    valid and binding obligation of the Company, enforceable against
    the Company in accordance with its terms (except as such
    enforceability may be limited by bankruptcy, insolvency,
    fraudulent transfer, reorganization, moratorium and other
    similar Laws of general applicability relating to or affecting
    creditors’ rights, and to general equitable principles).




    

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    (b) Section 203.  The Company has
    taken all necessary corporate action to make the
    Section 5.4 Issuance and any other subsequent purchases by
    the Buyers that do not exceed the limitations set for in
    Section 6(a)(ii) of the Agreement, as amended by this
    Amendment, including any necessary corporate action to cause the
    Buyers not to be deemed an interested stockholder for purposes
    of Section 203 of the Delaware General Corporation Law
    (“Section 203”) by reason of such purchase or
    purchases. A copy of the Board’s 203 resolution is attached
    as Exhibit A hereto and indicates that the approval is
    limited as set forth thereon.



 



    Section 2.03  Additional Representations and
    Warranties of the Buyers.  The Buyers each hereby
    jointly and severally represent and warrant to the Company as
    follows:



 



    (a) Authority Relative to Amendment.  The
    Buyers have all necessary power and authority to execute and
    deliver this Amendment, and to perform their respective
    obligations hereunder. The execution and delivery of this
    Amendment by each Buyer have been duly and validly authorized by
    all necessary action on the part of each Buyer, and no further
    consent or action is required by any Buyer, its governing body,
    partners or members. This Amendment has been duly and validly
    executed and delivered by each Buyer and, assuming the due
    authorization, execution and delivery by the Company, this
    Amendment constitutes a legal, valid and binding obligation of
    each Buyer, enforceable against each Buyer in accordance with
    its terms (except as such enforceability may be limited by
    bankruptcy, insolvency, fraudulent transfer, reorganization,
    moratorium and other similar laws of general applicability
    relating to or affecting creditor’s rights, and to general
    equitable principles).



 




    ARTICLE 3

    MISCELLANEOUS



 



    Section 3.01.  No Further
    Amendment.  Except as expressly amended hereby,
    the Agreement is in all respects ratified and confirmed and all
    of the terms and conditions and provisions thereof shall remain
    in full force and effect. This Amendment is limited precisely as
    written and shall not be deemed to be an amendment to any other
    term or condition of the Agreement or any of the documents
    referred to therein.



 



    Section 3.02.  Effect of
    Amendment.  This Amendment shall form a part of
    the Agreement for all purposes, and each party thereto and
    hereto shall be bound hereby. From and after the execution of
    this Amendment by the parties hereto, any reference to
    “this Agreement”, “hereof”,
    “herein”, “hereunder” and words or
    expressions of similar import shall be deemed a reference to the
    Agreement as amended hereby.



 



    Section 3.03.  Governing
    Law.  This Agreement shall be construed in
    accordance with and governed for all purposes by the laws of the
    State of New York applicable to contracts executed and to be
    wholly performed within such State without giving effect to its
    conflicts of laws principles thereof.



 



    Section 3.04.  Counterparts.  This
    Agreement may be executed in two or more identical counterparts,
    all of which shall be considered one and the same agreement and
    shall become effective when counterparts have been signed by
    each party and delivered to the other party; provided that a
    facsimile signature shall be considered due execution and shall
    be binding upon the signatory thereto with the same force and
    effect as if the signature were an original, not a facsimile
    signature.



 




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    IN WITNESS WHEREOF, the Company and the Buyers have
    caused this Amendment to be executed as of the date first
    written above by their respective officers thereunto duly
    authorized.



 



    LEAR CORPORATION



 


			
	 	    By: 
	
    /s/  Daniel
    A. Ninivaggi









    Name: Daniel A. Ninivaggi



			
	 	    Title: 
	
    Executive Vice President, General Counsel and Chief
    Administrative Officer




 



    BUYERS:



 



    ICAHN PARTNERS LP



 


			
	 	    By: 
	
    /s/  Edward
    Mattner









    Name: Edward Mattner



			
	 	    Title: 
	
    Authorized Signatory




 



    ICAHN PARTNERS MASTER FUND LP



 


			
	 	    By: 
	
    /s/  Edward
    Mattner









    Name: Edward Mattner



			
	 	    Title: 
	
    Authorized Signatory




 



    KOALA HOLDINGS LLC



 


			
	 	    By: 
	
    /s/  Edward
    Mattner









    Name: Edward Mattner



			
	 	    Title: 
	
    Authorized Signatory




 


 




    Signature
    Page to

    Amendment No. 1

    to the Stock Purchase Agreement
    




    

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