exv10w2



 







    LEAR
    CORPORATION

    REGISTRATION RIGHTS AGREEMENT



 



    THIS REGISTRATION RIGHTS AGREEMENT (this
    “Agreement”) is made and entered into as of
    July 9, 2007, by and among Lear Corporation, a Delaware
    corporation (the “Company”) and AREP Car
    Holding Corp., a Delaware corporation (“AREP”).



 



    WHEREAS, pursuant to an Agreement and Plan of Merger dated
    February 9, 2007, as amended as of the date hereof, by and
    among the Company, AREP and AREP Car Acquisition Corp., a
    Delaware corporation (the “Merger Agreement”),
    upon the occurrence of certain events set forth in the Merger
    Agreement, the Company may be obligated to issue to AREP
    335,570 shares of common stock, par value $0.01 per share,
    of the Company (the “Shares”), which have been
    valued at $37.25 per share for an aggregate valuation
    (“Value”) of $12,500,000;



 



    WHEREAS, the Shares, if issued, will be acquired in a
    transaction exempt from the registration requirements of the
    Securities Act of 1933, as amended (the “’33
    Act”) and the rules and regulations of the United
    States Securities and Exchange Commission (the
    “SEC”); and



 



    WHEREAS, if the Shares are issued, the Company has agreed to
    register the Shares for resale under the ’33 Act, and the
    parties wish to agree on the terms and conditions under which
    the Shares, if issued, will be registered under the ’33 Act.



 



    NOW, THEREFORE, if the Shares are issued, the parties agree as
    follows:



 



    1. Registration Rights.  



 



    (a) Within thirty (30) days after the date on which
    the Shares are issued (the “Filing Deadline”),
    the Company shall prepare and file with the SEC a
    “Shelf” Registration Statement (the
    “Registration Statement”) covering the resale
    of the Shares (“Registrable Securities”) for an
    offering to be made on a continuous basis pursuant to
    Rule 415. The Registration Statement shall be on
    Form S-3
    (except if the Company is not then eligible to register for
    resale the Shares on
    Form S-3,
    in which case such registration shall be on another appropriate
    form). In the event that the Registration Statement has not been
    filed by the Filing Deadline, the Company will pay AREP a fee
    equal to 0.5% of the Value.



 



    (b) The Company shall use its best efforts to cause the
    Registration Statement to be declared effective upon filing with
    the SEC or as promptly as possible after the filing thereof and
    shall use its best efforts to keep the Registration Statement
    continuously effective under the ’33 Act until such time as
    AREP receives an opinion acceptable to AREP from Company counsel
    to the effect that the Registrable Securities may be resold in a
    transaction exempt from the registration requirements of the
    ’33 Act without regard to any volume or other restrictions
    under the ’33 Act (the “Effectiveness
    Period”). In the event that the Registration Statement
    is not declared effective within one hundred twenty
    (120) days after the date on which the Shares are issued
    (the “Effectiveness Deadline”), the Company
    will pay AREP a fee equal to 0.5% of the Value. In addition,
    every sixty (60) days from the Effectiveness Deadline until
    the Registration Statement is declared effective, the Company
    shall pay to AREP an amount in cash equal to 0.5% of the Value,
    accruing daily and prorated for any partial period;
    provided, however, that the aggregate amount of
    liquidated damages for which the Company is liable pursuant to
    Sections 1(a) and 1(b) shall not exceed five percent (5%)
    of the Value. The payment of any of these fees does not relieve
    the Company of its registration obligations under this section.



 



    (c) The Company shall notify AREP in writing promptly that
    the Registration Statement has become effective.



 



    (d) Notwithstanding anything to the contrary in this
    Agreement, the Company may, one time in any twelve
    (12) month period, for up to a maximum of seventy-five
    (75) days, delay the filing or effectiveness of a
    Registration Statement or suspend the effectiveness of a
    Registration Statement if the Company shall have determined in
    good faith, upon advice of counsel, that it would be required to
    disclose any significant corporate development which disclosure
    would have a material effect on the Company.



 



    (e) So long as the Company pursues in good faith its
    obligations under this Agreement, the fees provided for in these
    sections shall be treated as liquidated damages and the Company
    shall have no further liability to AREP,




    

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    provided however, that if the Company is not so
    pursuing its obligations under this Agreement in good faith,
    AREP shall be entitled to claim damages in addition to the fees
    owed under these sections.



 



    2. Registration Procedures.  In connection
    with the Company’s registration obligations hereunder, the
    Company shall:



 



    (a) Not less than three business days prior to the filing
    of a Registration Statement or any related prospectus or any
    amendment or supplement thereto (including any document that
    would be incorporated or deemed to be incorporated therein by
    reference), the Company shall (i) furnish to AREP copies of
    all such documents proposed to be filed, which documents (other
    than those incorporated or deemed to be incorporated by
    reference) will be subject to the review of AREP (it being
    understood that such review must be completed within three
    business days of receipt of the applicable documents), and
    (ii) cause its officers and directors, counsel and
    independent certified public accountants to respond to such
    inquiries as shall be necessary, in the reasonable opinion of
    respective counsel, to conduct a reasonable investigation within
    the meaning of the ’33 Act.



 



    (b) (i) Prepare and file with the SEC such amendments,
    including post-effective amendments, to each Registration
    Statement and the prospectus used in connection therewith as may
    be necessary to keep the Registration Statement continuously
    effective as to the Registrable Securities for the Effectiveness
    Period and prepare and file with the SEC such additional
    Registration Statements in order to register for resale under
    the ’33 Act all of the Registrable Securities;
    (ii) cause the related prospectus to be amended or
    supplemented by any required prospectus supplement, and as so
    supplemented or amended to be filed; (iii) respond promptly
    to any comments received from the SEC with respect to the
    Registration Statement or any amendment thereto; and
    (iv) comply in all material respects with the provisions of
    the ’33 Act with respect to the disposition of all
    Registrable Securities covered by the Registration Statement
    during the applicable period in accordance with the intended
    methods of disposition by AREP thereof set forth in the
    Registration Statement as so amended or in such prospectus as so
    supplemented.



 



    (c) Notify AREP promptly of any of the following events:
    (i) the SEC notifies the Company whether there will be a
    “review” of any Registration Statement; (ii) the
    SEC comments in writing on any Registration Statement covering
    Registrable Securities; (iii) any Registration Statement or
    any post-effective amendment is declared effective;
    (iv) the SEC or any other Federal or state governmental
    authority requests any amendment or supplement to any
    Registration Statement or prospectus or requests additional
    information related thereto; (v) the SEC issues any stop
    order suspending the effectiveness of any Registration Statement
    or initiates any proceedings for that purpose; (vi) the
    Company receives notice of any suspension of the qualification
    or exemption from qualification of any Registrable Securities
    for sale in any jurisdiction, or the initiation or threat of any
    proceeding for such purpose; or (vii) the financial
    statements included in any Registration Statement become
    ineligible for inclusion therein or any statement made in any
    Registration Statement or prospectus or any document
    incorporated or deemed to be incorporated therein by reference
    is untrue in any material respect or any revision to a
    Registration Statement, prospectus or other document is required
    so that it will not contain any untrue statement of a material
    fact or omit to state any material fact required to be stated
    therein or necessary to make the statements therein, in the
    light of the circumstances under which they were made, not
    misleading.



 



    (d) Furnish to AREP, without charge, at least one conformed
    copy of each Registration Statement and each amendment thereto,
    including financial statements and schedules, all documents
    incorporated or deemed to be incorporated therein by reference,
    and all exhibits to the extent requested by such person
    (including those previously furnished or incorporated by
    reference) promptly after the filing of such documents with the
    SEC.



 



    (e) Promptly deliver to AREP, without charge, as many
    copies of the prospectus or prospectuses (including each form of
    prospectus) and each amendment or supplement thereto as AREP may
    reasonably request.



 



    (f) Prior to any public offering of Registrable Securities,
    use its commercially reasonable best efforts to register or
    qualify or cooperate with AREP in connection with the
    registration or qualification (or exemption from such
    registration or qualification) of such Registrable Securities
    for offer and sale under the securities or Blue Sky laws of such
    jurisdictions within the United States as AREP requests in
    writing, to keep each such registration or qualification (or
    exemption therefrom) effective during the Effectiveness Period
    and to do any and all other acts or




    

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    things necessary or advisable to enable the disposition in such
    jurisdictions of the Registrable Securities covered by a
    Registration Statement.



 



    (g) Upon the occurrence of any event described in
    Section 2(c), promptly prepare a supplement or amendment,
    including a post-effective amendment, to the Registration
    Statement or a supplement to the related prospectus or any
    document incorporated or deemed to be incorporated therein by
    reference, and file any other required document so that, as
    thereafter delivered, neither the Registration Statement nor
    such prospectus will contain an untrue statement of a material
    fact or omit to state a material fact required to be stated
    therein or necessary to make the statements therein, in the
    light of the circumstances under which they were made, not
    misleading.



 



    (h) Comply with all applicable rules and regulations of the
    SEC.



 



    (i) Enter into and perform its obligations under an
    underwriting agreement, in usual and customary form, including,
    without limitation, by providing customary legal opinions,
    comfort letters and indemnification and contribution
    obligations, in the event that AREP notifies the Company of its
    intent to resell the Registrable Securities pursuant to an
    underwritten offering and of the selected underwriter(s) for
    such offering.



 



    (j) In connection with the registration of the Registrable
    Securities, it shall be a condition precedent to the obligations
    of the Company to complete the registration pursuant to this
    Agreement with respect to the Registrable Securities that AREP
    shall furnish to the Company such information reasonably
    requested by it to complete the Registration Statement.



 



    3. Registration Expenses.  The Company
    shall pay the following expenses incident to the performance of
    or compliance with its obligations under Sections 1, 2, 3
    and 4 of this Agreement: (i) all registration and filing
    fees and expenses, including without limitation those related to
    filings with the SEC and in connection with applicable state
    securities or Blue Sky laws, (ii) printing expenses
    (including without limitation expenses of printing prospectuses
    requested by AREP), (iii) fees and expenses of all persons
    retained by the Company in connection with the consummation of
    the transactions contemplated by this Agreement, and
    (D) all listing fees to be paid by the Company to the New
    York Stock Exchange and the reasonable fees and expenses of one
    counsel for AREP. The Company shall not be obligated to pay, if
    applicable, any underwriting discounts and commissions with
    respect to the sale of the Shares.



 



    4. Indemnification.



 



    (a) Indemnification by the Company.  The
    Company shall, notwithstanding any termination of this
    Agreement, indemnify and hold harmless AREP, its officers,
    directors, partners, members, agents, and employees, each person
    who controls AREP (within the meaning of Section 15 of the
    ’33 Act or Section 20 of the Securities Exchange Act
    of 1934, as amended (the “Exchange Act”)) and
    the officers, directors, partners, members, agents and employees
    of each such controlling person, to the fullest extent permitted
    by applicable law, from and against any and all losses, as
    incurred, arising out of or relating to any untrue or alleged
    untrue statement of a material fact contained in the
    Registration Statement, any prospectus or any form of prospectus
    or in any amendment or supplement thereto or in any preliminary
    prospectus, or arising out of or relating to any omission or
    alleged omission of a material fact required to be stated
    therein or necessary to make the statements therein (in the case
    of any prospectus or form of prospectus or supplement thereto,
    in the light of the circumstances under which they were made)
    not misleading, except to the extent, but only to the extent,
    that (i) such untrue statements, alleged untrue statements,
    omissions or alleged omissions are based solely upon information
    regarding AREP furnished in writing to the Company by AREP
    expressly for use therein, or to the extent that such
    information relates to AREP’s proposed method of
    distribution of the Shares and was reviewed and approved in
    writing by AREP expressly for use in the Registration Statement,
    such prospectus or such form of prospectus or in any amendment
    or supplement thereto or (ii) in the case of an occurrence
    of an event of the type specified in Section 2(c), the use
    by AREP of an outdated or defective prospectus after the Company
    has notified AREP in writing that the prospectus is outdated or
    defective. The Company shall notify AREP promptly of the
    institution, threat or assertion of any proceeding of which the
    Company is aware in connection with the transactions
    contemplated by this Agreement.



 



    (b) Indemnification by AREP.  AREP shall
    indemnify and hold harmless the Company, its directors,
    officers, agents and employees, each person who controls the
    Company (within the meaning of Section 15 of the ’33
    Act and Section 20 of the Exchange Act), and the directors,
    officers, agents or employees of such controlling persons, to
    the




    

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    fullest extent permitted by applicable law, from and against all
    losses (as determined by a court of competent jurisdiction in a
    final judgment not subject to appeal or review) arising solely
    out of any untrue statement of a material fact contained in the
    Registration Statement, any prospectus, or any form of
    prospectus, or in any amendment or supplement thereto, or
    arising solely out of any omission of a material fact required
    to be stated therein or necessary to make the statements therein
    (in the case of any prospectus or form of prospectus or
    supplement thereto, in the light of the circumstances under
    which they were made) not misleading to the extent, but only to
    the extent, that such untrue statement or omission is contained
    in any information so furnished in writing by AREP to the
    Company specifically for inclusion in such Registration
    Statement or such prospectus or to the extent that (i) such
    untrue statements or omissions are based solely upon information
    regarding AREP furnished in writing to the Company expressly for
    use therein, or to the extent that such information relates to
    AREP or AREP’s proposed method of distribution of the
    Shares and was reviewed and expressly approved in writing by
    AREP expressly for use in the Registration Statement, such
    prospectus or such form of prospectus or in any amendment or
    supplement thereto or (ii) in the case of an occurrence of
    an event of the type specified in Section 2(c), the use by
    AREP of an outdated or defective prospectus after the Company
    has notified AREP in writing that the prospectus is outdated or
    defective. In no event shall the liability of AREP hereunder be
    greater in amount than the dollar amount of the net proceeds
    received by AREP upon the sale of the Shares giving rise to such
    indemnification obligation.



 



    (c) Conduct of Indemnification Proceedings.



 



    (i) If any proceeding shall be brought or asserted against
    any person entitled to indemnity hereunder (an
    “Indemnified Party”), such Indemnified Party
    shall promptly notify the person from whom indemnity is sought
    (the “Indemnifying Party”) in writing, and the
    Indemnifying Party shall assume the defense thereof, including
    the employment of counsel reasonably satisfactory to the
    Indemnified Party and the payment of all fees and expenses
    incurred in connection with defense thereof; provided, that the
    failure of any Indemnified Party to give such notice shall not
    relieve the Indemnifying Party of its obligations or liabilities
    pursuant to this Agreement, except (and only) to the extent that
    it shall be finally determined by a court of competent
    jurisdiction (which determination is not subject to appeal or
    further review) that such failure shall have proximately and
    materially adversely prejudiced the Indemnifying Party.



 



    (ii) An Indemnified Party shall have the right to employ
    separate counsel in any such proceeding and to participate in
    the defense thereof, but the fees and expenses of such counsel
    shall be at the expense of such Indemnified Party or Parties
    unless: (I) the Indemnifying Party has agreed in writing to
    pay such fees and expenses; or (II) the Indemnifying Party
    shall have failed promptly to assume the defense of such
    proceeding and to employ counsel reasonably satisfactory to such
    Indemnified Party in any such proceeding; or (III) the
    named parties to any such proceeding (including any impleaded
    parties) include both such Indemnified Party and the
    Indemnifying Party, and such Indemnified Party shall have been
    advised by counsel that a conflict of interest is likely to
    exist if the same counsel were to represent such Indemnified
    Party and the Indemnifying Party (in which case, if such
    Indemnified Party notifies the Indemnifying Party in writing
    that it elects to employ separate counsel at the expense of the
    Indemnifying Party, the Indemnifying Party shall not have the
    right to assume the defense thereof and such counsel shall be at
    the expense of the Indemnifying Party). The Indemnifying Party
    shall not be liable for any settlement of any such proceeding
    effected without its written consent, which consent shall not be
    unreasonably withheld. No Indemnifying Party shall, without the
    prior written consent of the Indemnified Party, effect any
    settlement of any pending proceeding in respect of which any
    Indemnified Party is a party, unless such settlement includes an
    unconditional release of such Indemnified Party from all
    liability on claims that are the subject matter of such
    proceeding.



 



    (iii) All fees and expenses of the Indemnified Party
    (including reasonable fees and expenses to the extent incurred
    in connection with investigating or preparing to defend such
    proceeding in a manner not inconsistent with this Section) shall
    be paid to the Indemnified Party, as incurred, within ten
    business days of written notice thereof to the Indemnifying
    Party (regardless of whether it is ultimately determined that an
    Indemnified Party is not entitled to indemnification hereunder;
    provided, that the Indemnifying Party may require such
    Indemnified Party to undertake to reimburse all such fees and
    expenses to the extent it is finally judicially determined that
    such Indemnified Party is not entitled to indemnification
    hereunder).




    

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    (d) Contribution.



 



    (i) If a claim for indemnification under Sections 4(a)
    or 4(b) is unavailable to an Indemnified Party (by reason of
    public policy or otherwise), then each Indemnifying Party, in
    lieu of indemnifying such Indemnified Party, shall contribute to
    the amount paid or payable by such Indemnified Party as a result
    of such losses, in such proportion as is appropriate to reflect
    the relative fault of the Indemnifying Party and Indemnified
    Party in connection with the actions, statements or omissions
    that resulted in such losses as well as any other relevant
    equitable considerations. The relative fault of such
    Indemnifying Party and Indemnified Party shall be determined by
    reference to, among other things, whether any action in
    question, including any untrue or alleged untrue statement of a
    material fact or omission or alleged omission of a material
    fact, has been taken or made by, or relates to information
    supplied by, such Indemnifying Party or Indemnified Party, and
    the parties’ relative intent, knowledge, access to
    information and opportunity to correct or prevent such action,
    statement or omission. The amount paid or payable by a party as
    a result of any losses shall be deemed to include, subject to
    the limitations set forth in Section 4(c), any reasonable
    attorneys’ or other reasonable fees or expenses incurred by
    such party in connection with any proceeding to the extent such
    party would have been indemnified for such fees or expenses if
    the indemnification provided for in this Section was available
    to such party in accordance with its terms.



 



    (ii) The parties hereto agree that it would not be just and
    equitable if contribution pursuant to this Section 4(d)
    were determined by pro rata allocation or by any other method of
    allocation that does not take into account the equitable
    considerations referred to in the immediately preceding
    paragraph. Notwithstanding the provisions of this
    Section 4(d), AREP shall not be required to contribute, in
    the aggregate, any amount in excess of the amount by which the
    proceeds actually received by AREP from the sale of the Shares
    subject to the proceeding exceeds the amount of any damages that
    AREP has otherwise been required to pay by reason of such untrue
    or alleged untrue statement or omission or alleged omission. No
    person guilty of fraudulent misrepresentation (within the
    meaning of Section 11(f) of the ’33 Act) shall be
    entitled to contribution from any person who was not guilty of
    such fraudulent misrepresentation.



 



    5. Miscellaneous.  



 



    (a) 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.



 



    (b) 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.



 



    (c) Headings.  The headings of this
    Agreement are for convenience of reference and shall not form
    part of, or affect the interpretation of, this Agreement.



 



    (d) Severability.  If any provision of
    this Agreement shall be invalid or unenforceable in any
    jurisdiction, such invalidity or unenforceability shall not
    affect the validity or enforceability of the remainder of this
    Agreement in that jurisdiction or the validity or enforceability
    of any provision of this Agreement in any other jurisdiction.



 



    (e) Amendments.  No provision of this
    Agreement may be amended other than by an instrument in writing
    signed by the Company and AREP. No provision hereof may be
    waived other than by an instrument in writing signed by the
    party against whom enforcement is sought.



 



    (f) Notices.  Any notices, consents,
    waivers or other communications required or permitted to be
    given under the terms of this Agreement must be in writing and
    will be deemed to have been delivered: (i) upon receipt,
    when delivered personally; (ii) upon receipt, when sent by
    facsimile (provided confirmation of transmission is mechanically
    or electronically generated and kept on file by the sending
    party); or (iii) one business day after deposit with




    

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    an overnight courier service, in each case properly addressed to
    the party to receive the same. The addresses and facsimile
    numbers for such communications shall be:



 



    If to the Company:



 



    Lear Corporation

    21557 Telegraph Road

    Southfield, Michigan 48034

    Facsimile:
    (248) 447-1677

    Attention: Daniel A. Ninivaggi

    Executive Vice President and General Counsel



 



    with a copy to (for information purposes only):



 



    Winston & Strawn LLP

    35 West Wacker Drive

    Chicago, IL 60601

    Facsimile:
    312-558-5700

    Attention: Bruce A. Toth, Esq.



 



    If to AREP:



 



    c/o Icahn
    Associates Corp.

    767 Fifth Avenue

    New York, NY 10153

    Facsimile:
    212-750-5815

    Attn: Vince Intrieri, and

    Keith Meister



 



    with a copy to (for information purposes only):



 



    c/o Icahn
    Associates Corp.

    767 Fifth Avenue

    New York, NY 10153

    Facsimile:
    212-688-1158

    Attn: Marc Weitzen, Esq.



 



    or to such other address
    and/or
    facsimile number
    and/or to
    the attention of such other person as the recipient party has
    specified by written notice given to each other party five
    (5) days prior to the effectiveness of such change. Written
    confirmation of receipt (i) given by the recipient of such
    notice, consent, waiver or other communication,
    (ii) mechanically or electronically generated by the
    sender’s facsimile machine containing the time, date,
    recipient facsimile number and an image of the first page of
    such transmission or (iii) provided by an overnight courier
    service shall be evidence of personal service, receipt by
    facsimile or receipt from an overnight courier service in
    accordance with clause (i), (ii) or (iii) above,
    respectively.



 



    (g) Successors and Assigns.  This
    Agreement shall be binding upon and inure to the benefit of the
    parties and their respective successors and assigns. The Company
    and AREP shall not assign this Agreement or any rights or
    obligations hereunder without the prior written consent of the
    other party, provided however that AREP may assign all or
    any portion of its rights and obligations hereunder to no more
    than ten (10) other parties, although such assignment shall
    not relieve AREP of its obligations under this Agreement.



 



    (h) No Third Party Beneficiaries.  This
    Agreement is intended for the benefit of the parties hereto and
    their respective permitted successors and assigns, and is not
    for the benefit of, nor may any provision hereof be enforced by,
    any other person.




    

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    (i) Further Assurances.  Each party shall
    do and perform, or cause to be done and performed, all such
    further acts, and shall execute and deliver all such other
    agreements, certificates, instruments and documents, as any
    other party may reasonably request in order to carry out the
    intent and accomplish the purposes of this Agreement and the
    consummation of the transactions contemplated hereby.



 



    (j) Termination.  This Agreement shall
    terminate if the Company no longer has any obligation to issue
    the Shares pursuant to the Merger Agreement.



 




    [Signature
    Page Follows]
    




    

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    IN WITNESS WHEREOF, the parties hereto have executed this
    Registration Agreement as of the date first written above.



 



    LEAR CORPORATION



 


			
	 	    By: 
	
    /s/  Daniel
    A. Ninivaggi









    Name: Daniel A. Ninivaggi



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




 



    AREP CAR HOLDING CORP.



 


			
	 	    By: 
	
    /s/  Andrew
    Skobe









    Name: Andrew Skobe



			
	 	    Title: 
	
    Chief Financial Officer





    

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