<PAGE>

                                                                    EXHIBIT 10.3

                                 FIRST AMENDMENT

            FIRST AMENDMENT, dated as of August 3, 2005 (this "Amendment"), to
the Credit Agreement, dated as of March 23, 2005 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among LEAR
CORPORATION, a Delaware corporation (the "U.S. Borrower"), LEAR CANADA, a
general partnership organized under the laws of Ontario, Canada (the "Canadian
Borrower"), each foreign subsidiary borrower from time to time party thereto
(together with the U.S. Borrower and the Canadian Borrower, the "Borrowers"),
the senior managing agents, managing agents and co-agents party thereto, the
several banks and other financial institutions from time to time parties hereto
(the "Lenders"), BANK OF AMERICA, N.A., as syndication agent (the "Syndication
Agent"), CITIBANK, N.A., DEUTSCHE BANK SECURITIES INC. and THE BANK OF NOVA
SCOTIA, a Canadian chartered bank, as documentation agents (in such capacity,
the "Documentation Agents"), THE BANK OF NOVA SCOTIA, a Canadian chartered bank,
as Canadian administrative agent for the Lenders hereunder (in such capacity,
the "Canadian Administrative Agent"), and JPMORGAN CHASE BANK, N.A. (the
"General Administrative Agent"), as general administrative agent for the Lenders
hereunder.

                                   WITNESSETH:

            WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed
to make, and have made, certain loans and other extensions of credit to the
Borrowers;

            WHEREAS, the Borrowers have requested, and, upon this Amendment
becoming effective, the Lenders have agreed, that certain provisions of the
Credit Agreement be amended as set forth below;

            NOW, THEREFORE, the parties hereto hereby agree as follows:

            SECTION 1. Defined Terms. Terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.

            SECTION 2. Amendment to Subsection 1.1 [Defined Terms]. (a)
Subsection 1.1 of the Credit Agreement is hereby amended by inserting the
following new definitions in appropriate alphabetical order:

            "European Holdco": Lear European Holding S.L., a Spanish limited
      company.

            "Excluded Subsidiary": each Subsidiary of a Foreign Subsidiary.

            "Initial Pledged Stock": the shares of Capital Stock listed on
      Schedule VII.

            "Investment Grade Status": shall exist at any time when the actual
      or implied rating of the U.S. Borrower's senior long-term unsecured debt
      is at or above BBB- from S&P and at or above Baa3 from Moody's (in each
      case with a stable outlook or better); if either of S&P or Moody's shall
      change its system of classifications after August 3, 2005, Investment
      Grade Status shall exist at any time when the actual or implied rating of
      the U.S. Borrower's senior long-term unsecured debt is at or above the new
      rating which most closely corresponds to the above-specified level under
      the previous rating system (with a stable outlook or better where
      applicable).

<PAGE>
                                                                               2

            "Lear Germany": Lear Corporation Beteiligungs GmbH, a German
      corporation.

            "Pledge Agreements": the collective reference to the U.S. Pledge
      Agreement and any other pledge agreements which secure the Obligations.

            "Security Documents": the collective reference to the Pledge
      Agreements, the Subsidiary Guarantee and each other guarantee, security
      document or similar agreement that may be delivered to the General
      Administrative Agent to guarantee or as collateral security for any or all
      of the Obligations, in each case as amended, supplemented or otherwise
      modified from time to time.

            "U.S. Pledge Agreement": the Pledge Agreement to be executed and
      delivered by the U.S. Borrower and certain of its subsidiaries in favor of
      JPMorgan Chase Bank, N.A., as agent, in form and substance reasonably
      satisfactory to the General Administrative Agent, as the same may be
      amended, supplemented or otherwise modified from time to time.

            "Super-Majority Lenders": (a) at any time prior to the termination
      of the Revolving Credit Commitments, U.S. Lenders whose U.S. Revolving
      Credit Commitment Percentages aggregate 80% or more; and (b) at any time
      after the termination of the Revolving Credit Commitments, Lenders whose
      Aggregate Total Outstandings aggregate 80% or more of the Aggregate Total
      Outstandings of all Lenders; provided that for purposes of this
      definition, the Aggregate Total Outstandings of each Lender shall be
      adjusted up or down so as to give effect to any participations purchased
      or sold pursuant to subsection 17.8.

            "Term Loan Facility": a term loan facility entered into either (i)
      as a separate tranche under this Agreement through an amendment and
      restatement to this Agreement or (ii) as a separate credit agreement to
      the extent not prohibited under the Credit Agreement, in either case with
      an aggregate principal amount not to exceed $400,000,000 and with an
      expected maturity of eighteen months.

            (b) Subsection 1.1 of the Credit Agreement is hereby further amended
by deleting the following defined terms in their entirety and substituting in
lieu thereof the following definitions:

            "Loan Documents": the collective reference to this Agreement, any
      Notes, the Drafts, the Acceptances, the Acceptance Notes and the Security
      Documents.

            "Loan Parties": the collective reference to the Borrowers and each
      guarantor or grantor party to any Security Document.

            (c) The definition of "Specified Indebtedness" is hereby amended by
(i) deleting the term "and" set forth at the end of clause (c) thereof, and (ii)
inserting the following language at the end thereof: "and (e) without
duplication, Indebtedness incurred under the Term Loan Facility and any
guarantees thereof".

            (d) The definition of "Specified Liens" is hereby amended by (i)
deleting clauses (m) and (n) thereof in their entirety, (ii) creating a new
clause (m) therein to read as follows: "(m) Liens granted pursuant to the
Security Documents and any pari passu Liens securing the Term Loan Facility,
and", (iii) renaming clause (o) therein as clause (n), and (iii) changing the
words "in clauses (a) through (n) above" set forth at the end thereof to "in
clauses (a) through (m) above)".

<PAGE>
                                                                               3

            (e) Clarification With Respect to "Consolidated Operating Profit"
Definition. It is hereby understood and agreed that (i) restructuring,
restructuring-related or other similar charges incurred by the U.S. Borrower and
its Subsidiaries in an amount not to exceed $250,000,000 incurred in connection
with the U.S. Borrower's restructuring announced on June 27, 2005 and (ii)
charges incurred by the U.S. Borrower and its Subsidiaries in connection with
(x) the lawsuit by Seton Company (for which a jury verdict was reached on May
25, 2005) in an amount not to exceed $22,000,000 and (y) a lawsuit by one of the
U.S. Borrower's European suppliers in an amount not to exceed $8,000,000, shall
in each case be deemed to be non-recurring losses for purposes of calculating
Consolidated Operating Profit; provided, that with respect to the charges
referred to in clause (ii) above, if at any later date all or a portion of such
charges are reversed, Consolidated Operating Profit shall be reduced by the
amount by which such charges are reversed in the fiscal quarter in which such
charges are reversed.

            SECTION 3. Amendment to Subsection 10.5 [No Legal Bar]. Subsection
10.5 of the Credit Agreement is hereby amended by (i) deleting the term "and"
set forth at the end of clause (b) thereof and substituting in lieu there of a
comma, and (ii) inserting the following language at the end thereof:

            and (d) will not result in, or require, the creation or imposition
            of any Lien (other than the Liens created by the Security Documents)
            on any of its or their respective properties or revenues pursuant to
            any Requirement of Law or Contractual Obligation

            SECTION 4. Amendment to Section 12 [Affirmative Covenants].
Subsection 12.7 of the Credit Agreement is hereby amended by deleting such
Subsection in its entirety and substituting in lieu thereof the following
Subsection:

            12.7 Stock Pledges; Guarantor Supplement. (a) (i) Cause the Initial
      Pledged Stock to be pledged to the General Administrative Agent, in its
      capacity as Agent pursuant to one or more Pledge Agreements, on or before
      September 30, 2005; (ii) if any Person that executes a Pledge Agreement as
      a "Pledgor" is not a Subsidiary Guarantor, cause such Person to execute
      and deliver to the General Administrative Agent an executed Guarantor
      Supplement on or prior to the date of execution of such Pledge Agreement,
      and (iii) cause the General Administrative Agent, in its capacity as Agent
      pursuant to the relevant Pledge Agreement, to receive, on or before the
      date of execution of such Pledge Agreement, legal opinions of counsel to
      the U.S. Borrower reasonably acceptable to the General Administrative
      Agent covering such matters in respect of such pledges and Guarantor
      Supplements as the General Administrative Agent shall reasonably request.

            (b) As soon as possible and in no event later than 45 days after the
      delivery of any financial statements under subsection 12.1(a) or (b), for
      any fiscal period ending on or after October 1, 2005, cause (i) all of the
      Capital Stock owned directly or indirectly by the U.S. Borrower of each of
      the U.S. Borrower's direct or indirect Domestic Subsidiaries (other than
      any Excluded Subsidiary) which on the date of such financial statements
      constituted at least 5% of Consolidated Assets or for the twelve month
      period ended on the date of such financial statements represented at least
      5% of Consolidated Revenues to be pledged to the General Administrative
      Agent, in its capacity as Agent pursuant to the U.S. Pledge Agreement,
      pursuant to an assumption agreement in the form of Annex 1 to the U.S.
      Pledge Agreement, (ii) 65% of the voting Capital Stock and all non-voting
      Capital Stock (or such lesser amount as may be owned by the U.S. Borrower
      and its Domestic Subsidiaries) of each of the U.S. Borrower's or any of
      its Domestic Subsidiaries' direct Foreign Subsidiaries which on the date
      of such financial statements constituted at least 5% of Consolidated
      Assets or for the twelve month period ended on the date of such financial
      statements represented at least 5% of Consolidated Revenues to be pledged
      to the General Administrative Agent, in its capacity as Agent pursuant to
      the U.S. Pledge

<PAGE>
                                                                               4

      Agreement, for the ratable benefit of the Lenders hereunder, pursuant to
      an assumption agreement in the form of Annex 1 to the U.S. Pledge
      Agreement, and (iii) the General Administrative Agent, in its capacity as
      Agent pursuant to the U.S. Pledge Agreement, to receive legal opinions of
      counsel to the U.S. Borrower acceptable to the General Administrative
      Agent covering such matters in respect of such pledges as the General
      Administrative Agent shall reasonably request; provided, that
      notwithstanding anything to the contrary contained in this subsection
      12.7(b), in no event shall the U.S. Borrower or any of its direct or
      indirect Domestic Subsidiaries be required to pledge Capital Stock of any
      Subsidiary that is not a corporation if the U.S. Borrower reasonably
      believes that such stock pledge would violate the terms of any indenture
      governing public debt of the U.S. Borrower.

            (c) As soon as possible and in no event later than 45 days after the
      delivery of any financial statements under subsection 12.1(a) or (b) for
      any fiscal period ending on or after October 1, 2005, cause (i) each of
      the U.S. Borrower's direct and indirect Domestic Subsidiaries (other than
      any Excluded Subsidiary) which on the date of such financial statements
      represented at least 5% of Consolidated Assets or for the twelve month
      period ended on the date of such financial statements represented at least
      5% of Consolidated Revenues to execute and deliver a Guarantor Supplement
      to the General Administrative Agent, and (ii) the General Administrative
      Agent to receive opinions of counsel to the U.S. Borrower, in form and
      substance reasonably satisfactory to the General Administrative Agent,
      covering such matters in respect of the Subsidiary Guarantee as the
      General Administrative Agent shall reasonably request; provided, that,
      notwithstanding the foregoing, a Domestic Subsidiary shall not be required
      to execute and deliver a Guarantor Supplement or otherwise become a party
      to the Subsidiary Guarantee if (x) it is a holding company whose only
      material asset consists of Capital Stock of one or more Foreign
      Subsidiaries and (y) the Capital Stock of such Domestic Subsidiary is
      pledged to the General Administrative Agent, in its capacity as Agent
      pursuant to the U.S. Pledge Agreement and; provided further, that any
      Subsidiary of the U.S. Borrower (whether or not such Subsidiary satisfies
      the criteria set forth in clause (i) above in this paragraph (c)) which
      has guaranteed any Public Indebtedness of the U.S. Borrower or any of its
      Subsidiaries shall be required in any event to execute and deliver a
      Guarantor Supplement or otherwise become a party to the Subsidiary
      Guarantee concurrently with entering into any such guarantee of Public
      Indebtedness.

            (d) Notwithstanding anything set forth herein to the contrary, if
      (i) any Capital Stock of Lear Germany is ever pledged pursuant to
      subsection 12.7(b) above and (ii) thereafter, Lear Germany becomes a
      direct or indirect Subsidiary of European Holdco, cause within ten (10)
      Business Days after the date on which Lear Germany becomes a direct or
      indirect Subsidiary of European Holdco, (i) 65% of the voting Capital
      Stock and all non-voting Capital Stock (or such lesser amount as may be
      owned by the U.S. Borrower and its Domestic Subsidiaries) of European
      Holdco to be pledged to the General Administrative Agent, in its capacity
      as Agent pursuant to the U.S. Pledge Agreement and (ii) the General
      Administrative Agent, in its capacity as Agent pursuant to the U.S. Pledge
      Agreement, to receive legal opinions of counsel to the U.S. Borrower
      acceptable to the General Administrative Agent covering such matters in
      respect of such pledge as the General Administrative Agent shall
      reasonably request.

            (e) In determining whether any Domestic Subsidiary or Foreign
      Subsidiary meets the 5% thresholds set forth in subsection 12.7(b) and
      12.7(c) above, it is understood and agreed that such determination shall
      be computed by using the equity method of accounting.

            SECTION 5. Amendment to Subsection 13.1 [Financial Covenants].
Subsection 13.1 of the Credit Agreement is hereby amended by deleting Subsection
13.1(b) in its entirety and substituting in lieu thereof the following:

<PAGE>
                                                                               5

            (b) Leverage Ratio. Permit the Leverage Ratio at the last day of any
      period of four consecutive fiscal quarters of the U.S. Borrower to be
      greater than (a) for the four consecutive fiscal quarters of the U.S.
      Borrower ended July 2, 2005, 3.25:1, (b) for the four consecutive fiscal
      quarters ended October 1, 2005 and December 31, 2005, 3.75:1, (c) for the
      four consecutive fiscal quarters ended April 1, 2006, 3.50:1 and (d) for
      the each period of four consecutive fiscal quarters ending thereafter,
      3.25:1.

            SECTION 6. Amendment to Subsection 13.3 [Limitation on Subsidiary
and Secured Indebtedness]. Subsection 13.3 of the Credit Agreement is hereby
amended by deleting such subsection in its entirety and substituting in lieu
thereof the following:

            13.3 Limitation on Subsidiary and Secured Indebtedness. (a) Create,
      incur, assume or suffer to exist Subsidiary and Secured Indebtedness in an
      aggregate principal amount at any time outstanding exceeding 15% of
      Consolidated Assets at such time; provided, that the aggregate outstanding
      principal amount of Subsidiary and Secured Indebtedness incurred at any
      time by Lear Midwest Automotive, Limited Partnership, Lear Trim L.P. and
      the Canadian Borrower shall not exceed 5% of Consolidated Assets at any
      time.

            (b) Create, incur, assume or suffer to exist any Indebtedness that
      constitutes Subsidiary and Secured Indebtedness and that is secured by any
      Lien on any property, assets or receivables of the U.S. Borrower or any of
      its Subsidiaries (other than Specified Liens) in an aggregate principal
      amount at any time exceeding 5% of Consolidated Assets at such time.

            SECTION 7. Amendment to Section 15 [Events of Default]. Section 15
of the Credit Agreement is hereby amended by deleting subsection (f) thereof in
its entirety and substituting in lieu thereof the following:

            (f) This Agreement, any of the Security Documents or any Note shall
      cease, for any reason, to be in full force and effect, or the U.S.
      Borrower or any other Loan Party shall so assert, or any security interest
      created by any of the Security Documents shall cease to be enforceable and
      of the same effect and priority purported to be created thereby, except,
      in each case, as provided in subsection 17.17; or

            SECTION 8. Amendment to Subsection 17.17 [Release of Guarantees].
Subsection 17.17 of the Credit Agreement is hereby amended by deleting such
Subsection in its entirety and substituting in lieu thereof the following:

            17.17 Release of Collateral and Guarantees. (a) The Lenders hereby
      agree with the U.S. Borrower, and hereby instruct the General
      Administrative Agent, that if (i) the U.S. Borrower attains Investment
      Grade Status, (ii) the General Administrative Agent has no actual
      knowledge of the existence of a Default and (iii) the U.S. Borrower shall
      have delivered a certificate of a Responsible Officer stating that such
      Responsible Officer has obtained no knowledge of any Default or Event of
      Default, (x) the General Administrative Agent shall, at the request and
      expense of the U.S. Borrower, take such actions as shall be reasonably
      requested by the U.S. Borrower to release its security interest in all
      collateral held by it pursuant to the Security Documents and (y) on and
      after such time, the written consent of the Super-Majority Lenders shall
      be required to release all or substantially all of the guarantees
      contained in Section 14 and under the Subsidiary Guarantee, in which case
      the General Administrative Agent shall, at the request and expense of the
      U.S. Borrower, take such actions as shall be reasonably requested by the
      U.S. Borrower to release the relevant Loan Parties from their obligations
      under the Subsidiary

<PAGE>
                                                                               6

      Guarantee. In either such event, the applicable provisions of subsection
      12.7 shall be deemed terminated and of no further force or effect.

            (b) The Lenders hereby agree with the U.S. Borrower, and hereby
      instruct the General Administrative Agent, that if one or more Loan
      Parties (or any Subsidiary of a Loan Party whose Capital Stock is pledged
      pursuant to any Pledge Agreement) are permitted to be released from their
      obligations under any of the Security Documents pursuant to an amendment
      to this Agreement approved in accordance with subsection 17.1, the General
      Administrative Agent shall, at the request and expense of the U.S.
      Borrower, take such actions as shall be reasonably requested by the U.S.
      Borrower to release its security interest in the relevant collateral held
      by it pursuant to the Security Documents and/or to release such Loan
      Parties from their obligations under the Subsidiary Guarantee. In such
      event, the provisions of subsection 12.7 with respect to such Loan Parties
      shall be deemed terminated and of no further force or effect. For the
      avoidance of doubt, if at any time Lear Corporation Mexico, S.A. de C.V.
      or Lear Automotive (EEDS) Spain S.L. is released from its obligations
      under the Subsidiary Guarantee but shall still have its Capital Stock
      pledged pursuant to the relevant Pledge Agreement, the Lenders authorize
      the General Administrative Agent, at the request and expense of the U.S.
      Borrower, to take such actions as shall be reasonably requested by the
      U.S. Borrower to release Capital Stock of any such Foreign Subsidiary to
      the extent necessary to ensure that no Capital Stock of any such Foreign
      Subsidiary is pledged under the relevant Pledge Agreement. Furthermore, it
      is hereby understood and agreed that if any time (i) any of Lear Germany's
      Capital Stock has been pledged pursuant to any Pledge Agreement pursuant
      to subsection 12.7(b) and (ii) thereafter, Lear Germany becomes a direct
      or indirect Subsidiary of European Holdco, then the Capital Stock of Lear
      Germany shall be deemed to be automatically released from such Pledge
      Agreement, and the Lenders authorize the General Administrative Agent, at
      the request and expense of the U.S. Borrower, to take such actions as
      shall be reasonably requested by the U.S. Borrower to release the Capital
      Stock of Lear Germany from such Pledge Agreement.

            (c) The Lenders hereby agree with the U.S. Borrower, and hereby
      instruct the General Administrative Agent, that if the U.S. Borrower shall
      have delivered to the General Administrative Agent written notice that it
      proposes to sell or otherwise dispose of any Subsidiary whose stock is
      pledged pursuant to a Pledge Agreement or which is a Subsidiary Guarantor,
      and such disposition is permitted by this Agreement, the General
      Administrative Agent shall, at the request and expense of the U.S.
      Borrower, take such actions as shall be reasonably requested by the U.S.
      Borrower to release its security interest in the stock being sold of such
      Subsidiary and to release such Subsidiary Guarantor from its obligations
      under the Subsidiary Guarantee; provided, that such Subsidiary shall have
      been, or shall simultaneously be, released from all Bond Guarantees and
      all guarantees by any Subsidiary of Public Indebtedness.

            (d) In connection with any release of guarantees in accordance with
      this subsection 17.17, upon the request of the U.S. Borrower, the General
      Administrative Agent shall take whatever reasonable steps are necessary to
      coordinate the simultaneous release of the guarantees hereunder with the
      Bond Guarantees.

            SECTION 9. Acknowledgment. Each of the Lenders consenting to this
Amendment acknowledges that the U.S. Borrower intends to enter into a term loan
facility either (i) as a separate tranche under the Credit Agreement through an
amendment and restatement to the Credit Agreement or (ii) as a separate credit
facility to the extent not prohibited under the Credit Agreement, in either case
with an expected aggregate principal amount ranging from $300,000,000 to
$400,000,000 and with an expected maturity of eighteen months (the "Term Loan
Facility"). Each such Lender consents to the Term Loan Facility, the amendment
and restatement of the Credit Agreement to incorporate the Term

<PAGE>
                                                                               7

Loan Facility (in the event that the Term Loan Facility is made available
pursuant to the Credit Agreement) and the guarantees by the Subsidiary
Guarantors of, and granting of liens on stock pledges under, the Term Loan
Facility (which shall be pari passu with the stock pledges securing the Credit
Agreement), and each Lender authorizes (in the event that the Term Loan Facility
is entered into separately from the Credit Agreement) the General Administrative
Agent to enter into an intercreditor agreement with the agent under such Term
Loan Facility on market terms as long as, in all cases (i) the aggregate
principal amount of the Term Loan Facility does not exceed $400,000,000, (ii)
the Term Loan Facility is not subject to any mandatory prepayments (other than
scheduled payments and payments arising as a result of an acceleration of the
loans thereunder) and (iii) the terms of the Term Loan Facility will be
substantially those set forth in the Credit Agreement or market terms as are
reasonably determined by the Borrower to be necessary to obtain the Term Loan
Facility.

            SECTION 10. Schedules to the Credit Agreement. The parties hereto
hereby agree that Schedule VII attached hereto shall be deemed to be Schedule
VII to the Credit Agreement.

            SECTION 11. Conditions to Effectiveness of Amendment. The amendments
set forth herein shall be effective on the date on which all of the following
conditions precedent have been satisfied or waived:

            (i) the General Administrative Agent (or its counsel) shall have
      received a counterpart of this Amendment, executed and delivered by a duly
      authorized officer of each of (A) the Borrowers, (B) the Subsidiary
      Guarantors and (C) the Required Lenders;

            (ii) the General Administrative Agent shall have received, for the
      account of each Lender executing this Amendment on or before August 3,
      2005, a work fee in an amount equal to 0.20% of such Lender's U.S.
      Revolving Credit Commitment then in effect;

            (iii) the U.S. Borrower shall have paid all fees and expenses of the
      General Administrative Agent, including the reasonable fees and expenses
      of counsel to the General Administrative Agent;

            (iv) the U.S. Borrower shall have paid all fees due and owing to any
      of the Lenders (or any of their Affiliates) as may have been agreed in
      writing; and

            (v) after giving effect to the Amendment, no Default or Event of
      Default shall have occurred and be continuing.

            SECTION 12. Representations and Warranties. Each of the
representations and warranties made by each of the Loan Parties in or pursuant
to the Loan Documents shall be true and correct in all material respects on and
as of the date hereof as if made as of the date hereof, except for
representations and warranties expressly stated to relate to a specific earlier
date, in which case such representations and warranties were true and correct in
all material respects as of such earlier date; provided, that each reference to
the Credit Agreement therein shall be deemed to be a reference to the Credit
Agreement after giving effect to this Amendment.

            SECTION 13. Effect on the Loan Documents. (a) Except as specifically
amended above, the Credit Agreement and all other Loan Documents shall continue
to be in full force and effect and are hereby in all respects ratified and
confirmed.

<PAGE>
                                                                               8

            (b) The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of any Lender or the
General Administrative Agent under any of the Loan Documents, nor constitute a
waiver of any provision of any of the Loan Documents.

            SECTION 14. Expenses. The U.S. Borrower agrees to pay or reimburse
the General Administrative Agent for all of its out-of-pocket costs and
reasonable expenses incurred in connection with this Amendment, any other
documents prepared in connection herewith and the transaction contemplated
hereby, including, without limitation, the reasonable fees and disbursements of
counsel to the General Administrative Agent.

            SECTION 15. Affirmation of Subsidiary Guarantee and Credit
Agreement. The Subsidiary Guarantors hereby consent to this Amendment and hereby
confirm, reaffirm and restate that their obligations under or in respect of the
Subsidiary Guarantee and the documents related thereto to which they are a party
are and shall remain in full force and effect after giving effect to the
foregoing Amendment.

            SECTION 16. GOVERNING LAW. 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.

            SECTION 17. Severability. Any provision of this Amendment that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

            SECTION 18. 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.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

<PAGE>

            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 and Treasurer

                                       LEAR CANADA

                                       By: /s/ Bill Mansfield
                                           -------------------------------------
                                           Name: Bill Mansfield
                                           Title: Plant Manager

                                       LEAR CORPORATION SWEDEN AB

                                       By: /s/ Paul R. Jefferson
                                           -------------------------------------
                                           Name: Paul R. Jefferson
                                           Title: Chief Executive Officer

                                       LEAR FINANCIAL SERVICES (NETHERLANDS)
                                       B.V.

                                       By: /s/ Paul R. Jefferson
                                           -------------------------------------
                                           Name: Paul R. Jefferson
                                           Title: Director

                     Signature Page to Lear First Amendment

<PAGE>

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

                                       By: /s/ Richard W. Duker
                                           -------------------------------------
                                           Name: Richard W. Duker
                                           Title: Managing Director

                                       BANK OF AMERICA, N.A., as
                                       Syndication Agent and as a Lender

                                       By: /s/ Chas McDonell
                                           -------------------------------------
                                           Name: Chas McDonell
                                           Title: Senior Vice President

                                       CITIBANK, N.A., as Documentation Agent
                                       and as a Lender

                                       By: /s/ Brian Ike
                                           -------------------------------------
                                           Name: Brian Ike
                                           Title: Director

                                       DEUTSCHE BANK AG NEW YORK BRANCH, as
                                       Documentation Agent

                                       By: /s/ David J. Bell
                                           -------------------------------------
                                           Name: David J. Bell
                                           Title: Managing Director

                                       By: /s/ Carin M. Keegan
                                           -------------------------------------
                                           Name: Carin M. Keegan
                                           Title: Vice President

                                       THE BANK OF NOVA SCOTIA, as Canadian
                                       Administrative Agent and as a Lender

                                       By: /s/ M. D. Smith
                                           -------------------------------------
                                           Name: M.D. Smith
                                           Title: Agent Operations

                     Signature Page to Lear First Amendment

<PAGE>

                                       ABN AMRO Bank, N.V.
                                       (Name of Lender)

                                       By: /s/ Pradeep Bhatia
                                           -------------------------------------
                                           Name: Pradeep Bhatia
                                           Title: Vice President

                                       By: /s/ Ignacio Pineros
                                           -------------------------------------
                                           Name: Ignacio Pineros
                                           Title: Vice President

                                       Bank of China, New York Branch
                                       (Name of Lender)

                                       By: /s/ Xiaojing Li
                                           -------------------------------------
                                           Name: Xiaojing Li
                                           Title: Deputy General Manager

                     Signature Page to Lear First Amendment

<PAGE>

                                       THE BANK OF NEW YORK
                                       (Name of Lender)

                                       By: /s/ Kevin Higgins
                                           -------------------------------------
                                           Name: Kevin Higgins
                                           Title: Vice President

                                       Bank of Tokyo-Mitsubishi Trust Company
                                       (Name of Lender)

                                       By: /s/ Linda Tam
                                           -------------------------------------
                                           Name: Linda Tam
                                           Title: Vice President

                                       BAYERISCHE HYPO-UND VEREINSBANK AG,
                                       NEW YORK BRANCH
                                       (Name of Lender)

                                       By: /s/ Yoram Dankner
                                           -------------------------------------
                                           Name: Yoram Dankner
                                           Title: Managing Director

                                       By: /s/ Kimberly Sousa
                                           -------------------------------------
                                           Name: Kimberly Sousa
                                           Title: Director

                                       BNP Paribas
                                       (Name of Lender)

                                       By: /s/ Tim King
                                            ------------------------------------
                                           Name: Tim King
                                           Title: Managing Director

                                       By: /s/ Gaye Plunkett
                                           -------------------------------------
                                           Name: Gaye Plunkett
                                           Title: Vice President

                     Signature Page to Lear First Amendment
<PAGE>

                                      Calyon New York Branch
                                      (Name of Lender)

                                      By: /s/ Lee E. Greve
                                          --------------------------------
                                          Name: Lee E. Greve
                                          Title: Managing Director

                                      By: /s/ Julie T. Kanak
                                          --------------------------------------
                                          Name: Julie T. Kanak
                                          Title: Director

                                      Citibank, N.A., Canadian branch
                                      (Name of Lender)

                                      By: /s/ Niyousha Zarinpour
                                          --------------------------------------
                                          Name: Niyousha Zarinpour
                                          Title: Authorized Signer

                                      Comerica Bank
                                      (Name of Lender)

                                      By: /s/ Steven J. McCormack
                                          --------------------------------------
                                          Name: Steven J. McCormack
                                          Title: Vice President

                     Signature Page to Lear First Amendment

<PAGE>

                                      CREDIT SUISSE, Cayman Islands Branch
                                      (Formerly known as CREDIT SUISSE
                                      FIRST BOSTON, acting through its
                                      Cayman Islands Branch)
                                      (Name of Lender)

                                      By: /s/ Jay Chall
                                          --------------------------------------
                                          Name: Jay Chall
                                          Title: Director

                                      By: /s/ Mikhail Faybusovich
                                          --------------------------------------
                                          Name: Mikhail Faybusovich
                                          Title: Associate

                                      Fifth Third Bank
                                      (Name of Lender)

                                      By: /s/ Michael Blackburn
                                          --------------------------------------
                                          Name: Michael Blackburn
                                          Title: Vice President

                                      HSBC Bank USA, N.A.
                                      (Name of Lender)

                                      By: /s/ Christopher M. Samms
                                          --------------------------------------
                                          Name: Christopher M. Samms
                                          Title: Officer #9426, SVP

                                      JPMORGAN CHASE BANK, N.A.,
                                      TORONTO BRANCH
                                      (Name of Lender)

                                      By: /s/ Drew McDonald
                                          --------------------------------------
                                          Name: Drew McDonald
                                          Title: Vice President

                     Signature Page to Lear First Amendment

<PAGE>

                                      MERRILL LYNCH BANK USA
                                      (Name of Lender)

                                      By: /s/ Louis Alder
                                          --------------------------------------
                                          Name: Louis Alder
                                          Title: Director

                                      Mizuho Corp. Bank, Ltd.
                                      (Name of Lender)

                                      By: /s/ Robert Gallagher
                                          --------------------------------------
                                          Name: Robert Gallagher
                                          Title: SVP and team leader

                                      THE NORTHERN TRUST COMPANY
                                      (Name of Lender)

                                      By: /s/ Ashish S. Bhagwat
                                          --------------------------------------
                                          Name: Ashish S. Bhagwat
                                          Title: Vice President

                                      The Royal Bank of Scotland plc
                                      (Name of Lender)

                                      By: /s/ Maria Amaral-LeBlanc
                                          --------------------------------------
                                          Name: Maria Amaral-LeBlanc
                                          Title: Senior Vice President

                     Signature Page to Lear First Amendment
<PAGE>

                                         Skandinaviska Enskilda Banken AB (publ)
                                         (Name of Lender)

                                         By: /s/ David Lockie
                                             -----------------------------------
                                             Name: David Lockie
                                             Title: Authorised Signatory

                                         By: /s/ Martin Lindeberg
                                             -----------------------------------
                                             Name: Martin Lindeberg
                                             Title: Authorised Signatory

                                         Sumitomo Mitsui Banking Corporation
                                         (Name of Lender)

                                         By: /s/ David A. Buck
                                             -----------------------------------
                                             Name: David A. Buck
                                             Title: Senior Vice President

                                         Sun Trust Bank
                                         (Name of Lender)

                                         By: /s/ Brian Davis
                                             -----------------------------------
                                             Name: Brian Davis
                                             Title: Director

                                         UBS Loan Finance LLC
                                         (Name of Lender)

                                         By: /s/ Richard L. Tavrow
                                             -------------------------------
                                             Name: Richard L. Tavrow
                                             Title: Director

                                         By: /s/ Joselin Fernandes
                                             -----------------------------------
                                             Name: Joselin Fernandes
                                             Title: Associate Director

                     Signature Page to Lear First Amendment

<PAGE>

                           ACKNOWLEDGEMENT AND CONSENT

            Each of the undersigned Subsidiary Guarantors hereby acknowledges
and consents to the foregoing Amendment.

                                         LEAR OPERATIONS CORPORATION

                                         By: /s/ Shari L. Burgess
                                             -----------------------------------
                                             Title: Authorized Signatory

                                         LEAR SEATING HOLDINGS CORP. #50

                                         By: /s/ William P. McLaughlin
                                             -----------------------------------
                                             Title: Authorized Signatory

                                         LEAR CORPORATION EEDS AND INTERIORS

                                         By: /s/ Shari L. Burgess
                                             -----------------------------------
                                             Title: Authorized Signatory

                                         LEAR TECHNOLOGIES, LLC

                                         By: /s/ Shari L. Burgess
                                             -----------------------------------
                                             Title: Authorized Signatory

                                         LEAR MIDWEST AUTOMOTIVE, LIMITED
                                         PARTNERSHIP

                                         By: /s/ Shari L. Burgess
                                             -----------------------------------
                                             Title: Authorized Signatory

                                         LEAR AUTOMOTIVE (EEDS) SPAIN S.L.

                                         By: /s/ Paul R. Jefferson
                                             -----------------------------------
                                             Title: Authorized Signatory

                                         LEAR CORPORATION MEXICO, S.A. DE C.V.

                                         By: /s/ Jim Brackenbury
                                             -----------------------------------
                                             Title: Authorized Signatory

                     Signature Page to Lear First Amendment

<PAGE>

                                                                    SCHEDULE VII

                              INITIAL PLEDGED STOCK

<TABLE>
<CAPTION>
                                          Pct. of
           Issuer                          Shares                 Shareholder
-------------------------------------     -------     ------------------------------------
<S>                                       <C>         <C>
Lear Operations Corporation                 100%      Lear Corporation
Lear Seating Holdings Corp. #50             100%      Lear Corporation
Lear Corporation EEDS and Interiors         100%      Lear Operations Corporation
Lear Corporation Canada Ltd.                 65%      Lear Corporation
Lear Automotive (EEDS) Spain S.L.           100%      Lear Corporation Holdings Spain S.L.
Lear Corporation Mexico, S.A. de C.V.       100%      Lear Holdings S.r.l. de C.V.
</TABLE>