EX-10.3






Exhibit 10.3




SECOND AMENDMENT AND WAIVER




          SECOND AMENDMENT AND WAIVER, dated as of March 17, 2009 (this “Amendment”), to the
Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 (as amended prior
to the date hereof, the “Credit Agreement”), among LEAR CORPORATION, a Delaware corporation
(the “U.S. Borrower”), certain Subsidiaries of LEAR CORPORATION, the several lenders from
time to time parties thereto (the “Lenders”), the several agents parties thereto and
JPMORGAN CHASE BANK, N.A., as general administrative agent (the “General Administrative
Agent”).




W I T N E S S E T H:




          WHEREAS, the U.S. Borrower has requested, and the Majority Lenders and the General
Administrative Agent have agreed, upon the terms and subject to the conditions set forth herein,
that certain Events of Default will be waived and certain covenants will be amended for a certain
period of time 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. Waivers. (a) Until 5:00 p.m. (New York time) on May 15, 2009 (the
“Termination Date”), the undersigned Lenders hereby waive any Default or Event of Default
under paragraph (c) of Section 15 of the Credit Agreement which resulted from the U.S. Borrower’s
permitting the Leverage Ratio at the last day of the four consecutive fiscal quarters of the U.S.
Borrower ending with Q4 2008 to exceed the amount specified in subsection 13.1(b) of the Credit
Agreement.




          (b) Until the Termination Date, the undersigned Lenders hereby waive any Default or Event of
Default under paragraph (e) of Section 15 of the Credit Agreement if such Default or Event of
Default arises out of the existence of a “going concern” or like qualification or exception in the
auditor’s report accompanying the financial statements delivered pursuant to subsection 12.1(a) of
the Credit Agreement for the fiscal year ending December 31, 2008.




          (c) The waivers provided in this Section 2 shall terminate without any further act being
required on the Termination Date.




          SECTION 3. Amendments. (a) Until the Termination Date, subsection 13.1 of the
Credit Agreement is hereby amended by adding the following new paragraph at the end thereof:





“Notwithstanding the foregoing or any other provision hereof, the U.S. Borrower shall not be
subject to (x) the Interest Coverage Ratio covenant for the four consecutive fiscal quarters
of the U.S. Borrower ending with Q1 2009 specified in subsection (a) above or (y) the
Leverage Ratio covenant at the last day of the four consecutive fiscal quarters of the U.S.
Borrower ending with Q1 2009 specified in subsection (b) above.”



          (b) Until the Termination Date, clause (i) of Section 15 of the Credit Agreement is hereby
amended by (i) adding an “(x)” at the beginning thereof, (ii) deleting the “,” at the end of clause










 



 


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(iv) thereof and substituting in lieu thereof the word “or” and (iii) deleting clause (vi)
thereof and substituting in lieu thereof the following:




     “(y) the Board of Directors of the U.S. Borrower shall authorize any of the foregoing;”




          (c) The amendments provided in this Section 3 shall terminate without any further act being
required on the Termination Date.




          SECTION 4. Conditions to Effectiveness of Amendment. This Amendment shall become
effective on the date (the “Amendment Effective Date”) on which the General Administrative
Agent shall have received a counterpart of this Amendment, executed and delivered by a duly
authorized officer of the U.S. Borrower, the other Borrowers and the Majority Lenders.




          SECTION 5. Fees. The U.S. Borrower shall pay to the General Administrative Agent,
on the Amendment Effective Date if this Amendment becomes effective prior to 2:00 p.m., New York
City time, and on the Business Day following the Amendment Effective Date if this Amendment becomes
effective after 2:00 p.m., New York City time, (a) for distribution to each Lender which has
delivered an executed copy of this Amendment to the General Administrative Agent on or prior to the
consent deadline for this Amendment, an amendment fee equal to 0.25% of such Lender’s U.S.
Revolving Credit Commitments and outstanding Term Loans, as applicable, and (b) fees payable for
the account of the General Administrative Agent in connection with this Amendment pursuant to
written agreement between the General Administrative Agent and the U.S. Borrower.




          SECTION 6. 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. Each 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 General
Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of
any of the Loan Documents.




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




          SECTION 7. Expenses. The U.S. Borrower agrees to pay or reimburse the General
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 General Administrative
Agent.




          SECTION 8. Representations and Warranties. The U.S. Borrower hereby represents and
warrants that on the date hereof (a) each of the representations and warranties made by each of the
Loan Parties in or pursuant to the Loan Documents shall be, after giving effect to this Amendment,
true and correct in all material respects as if made on and as of the Amendment Effective Date
after giving








 



 


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effect to this Amendment (except that any representation or warranty which by its terms is
made as of a specified date shall be true and correct in all material respects as of such specified
date) and (b) after giving effect to this Amendment, no Event of Default shall have occurred and be
continuing.




          SECTION 9. 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 17.13 OF THE CREDIT AGREEMENT AS IF SUCH SUBSECTION WERE SET FORTH IN FULL HEREIN.




          SECTION 10. 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.]










 



 



          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:  	____________________
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	LEAR CANADA

 	 
	 	By:  	____________________
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	LEAR CORPORATION SWEDEN AB

 	 
	 	By:  	____________________
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	LEAR FINANCIAL SERVICES (NETHERLANDS) B.V.

 	 
	 	By:  	____________________
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	LEAR CORPORATION (UK) LIMITED

 	 
	 	By:  	____________________
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	LEAR CORPORATION MEXICO, S. DE R.L. DE C.V.

 	 
	 	By:  	____________________
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 










 



 

	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as General Administrative

Agent and as a Lender

 	 
	 	By:  	____________________
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 










 



 

	 	 	 	 	 
	 	Signature page to Second Amendment and Waiver dated

as of March 17, 2009 to the Lear Corporation Amended

and Restated Credit and Guarantee Agreement, dated as

of April 25, 2006





________________________  

(Name of Lender)

 	 
	 	By:  	____________________
 	 
	 	 	Name:  	 	 
	 	 	Title: