Amendment to the Asset Purchase Agreement

Exhibit 10.2

Amendment to the Asset Purchase Agreement

      AMENDMENT NO. 1 (this “ Amendment ”) TO THE ASSET PURCHASE AGREEMENT , dated as of March 31, 2007, is made by and among LEAR CORPORATION, a Delaware corporation (“ Lear ”), INTERNATIONAL AUTOMOTIVE COMPONENTS GROUP NORTH AMERICA, INC., a Delaware corporation (the “ Company ”), WL ROSS & CO. LLC, a Delaware limited liability company (“ WL Ross ”), FRANKLIN MUTUAL ADVISERS, LLC (“ Franklin ”), and INTERNATIONAL AUTOMOTIVE COMPONENTS GROUP NORTH AMERICA, LLC, a Delaware limited liability company (“ IACNA ”).

      WHEREAS , each of the undersigned are parties to that certain Asset Purchase Agreement dated as of November 30, 2006 (the “ Original Agreement ”); and

      WHEREAS , the parties wish to amend the Original Agreement as set forth herein.

      NOW, THEREFORE , in consideration of the premises and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1

DEFINITIONS

     1.1 Defined Terms . Capitalized terms used herein and not defined herein shall have the respective meanings given to such terms in the Original Agreement.

ARTICLE 2

AMENDMENTS TO ORIGINAL AGREEMENT,

     2.1 Amendment of Section 1.1.

          (a) The definitions of “Asian Joint Venture” and “Asian Joint Venture Agreement” in Section 1.1 of the Original Agreement, and all references to such terms in the Original Agreement, are hereby deleted in their entirety.

          (b) The definition of “Affiliate Loans” in Section 1.1 of the Original Agreement is hereby amended and restated in its entirety as follows:

“ Affiliate Loans ” means (i) a loan from WL Ross (or one or more of its Affiliates) to the Company in the principal amount of $33,333,333 on the terms and conditions set forth in the applicable Promissory Note and (ii) loans from Affiliates of Franklin to the Company in the aggregate principal amount of $16,666,667, in such amounts and from such affiliates as set forth on Schedule 1.1.1A, on the terms and conditions set forth in the applicable Promissory Note.”

          (c) The definition of “Balance Sheet” in Section 1.1 of the Original Agreement is hereby amended and restated in its entirety as follows:

““ Balance Sheet ” means the unaudited consolidated balance sheet for the Business, including the Sale Companies but excluding the financial results of the Dayton Facility, as of the Balance Sheet Date.”

          (d) The definition of “Holding Companies” in Section 1.1 of the Original Agreement is hereby amended and restated in its entirety as follows:

““ Holding Companies ” means the Canadian Holding Company, the Mexican Holding Company and IAC Finance, LLC.”

          (e) The definition of “Holding Company Shares” in Section 1.1 of the Original Agreement is hereby amended and restated in its entirety as follows:

““ Holding Company Shares ” means all of the issued and outstanding shares or other equity ownership interests of the Mexican Holding Company, the Canadian Holding Company and IAC Finance, LLC.”

          (f) The definition of “Financial Statements” in Section 1.1 of the Original Agreement is hereby amended and restated in its entirety as follows:

““ Financial Statements ” means (i) the Balance Sheet and (ii) the related unaudited consolidated statements of income for the Business for the nine months ended on the Balance Sheet Date, attached hereto as Schedule 1.1.5 , excluding in each case, the financial results of the Dayton Facility.”

          (g) The definition of “Knowledge of Lear” in Section 1.1 of the Original Agreement is hereby amended and restated in its entirety as follows:

““ Knowledge of Lear ”, or words of similar import, means the actual knowledge of Roger Jackson, Douglas DelGrosso, Daniel Ninivaggi, James Kamsickas, Jeff Vanneste, Earl LaFontaine (with respect to intellectual property matters) or Bill Brockhaus (as to the Current Mexican Subsidiaries), collectively.”

          (h) The definition of “Purchased Assets” in Section 1.1 of the Original Agreement is hereby amended by amending and restating in its entirety subsection (iv) thereof as follows:

“(iv) the accounts receivable and prepaid expenses arising out of or relating primarily to the Business to the extent reflected in the calculation of the Closing Net Working Capital (including all inter-company trade accounts receivable between an Asset Seller or a Sale Company and Lear or any of Lear’s Subsidiaries) or to the extent related to the operation of the Business at the Dayton Facility and the assets described in clause (i) of the definition of Tooling and Engineering Net Assets;”

          (i) The definition of “Tooling and Engineering Net Assets” in Section 1.1 of the Original Agreement is hereby amended and restated in its entirety as follows:

“ Tooling and Engineering Net Assets ” means (i) engineering and tooling costs that are lump sum payable by the customer and capitalized engineering and tooling costs and gains that will be amortized following the date of determination, less (ii) divisional accounts payable related to the Business recorded at the Dearborn, Michigan Division Office, in each case excluding the impact of any accounting on the books and records of the Business or Lear for the transactions contemplated by this Agreement.

          (j) Section 1.1 of the Original Agreement is hereby amended by inserting the following new defined term therein in the appropriate alphabetical order:

““ Dayton Facility ” means the facility owned and operated by Lear Corporation EEDS and Interiors and located in Dayton, Tennessee.”

     2.2 Amendment of Section 2.2 . Section 2.2(a)(i) of the Original Agreement is hereby amended and restated in its entirety as follows:

“(i) all Current Liabilities of the Asset Sellers, to the extent included in the calculation of the Closing Net Working Capital, all Current Liabilities of the Asset Sellers to the extent related to the operation of the Business at the Dayton Facility, and all liabilities under the intercompany loan payable related to the Business at the Madisonville, Kentucky facility;”

     2.3 Amendment of Section 2.4 .

          (a) The first sentence of Section 2.4(a) of the Original Agreement is hereby amended and restated in its entirety as follows:

“In consideration of the Transfer of the Purchased Assets and the Holding Company Shares to the Company at Closing, the Company shall (i) pay Lear $300,000 (the “ Cash Consideration ”) by delivering to Lear a demand promissory note dated as of the Closing Date in a form acceptable to Lear, which note shall be due and payable, without further authorization or action of the parties to this Agreement, at 10:00 a.m. (Eastern Time) on April 2, 2007, and (ii) assume the Assumed Liabilities (together with the Cash Consideration, the “ Purchase Price ”).”

          (b) Section 2.4 of the Original Agreement is hereby amended by adding at the end thereof a new subsection (c) as follows:

“(c) Lear will deliver to the Company an amended allocation and supporting valuation report (the “ Final Valuation Report ”) no later than 60 days after the Closing Date, and the Company will provide any comments, questions or objections with respect thereto no later than 20 days after the delivery of the Final Valuation Report, provided that the deadline for delivery of the Final Valuation Report may be extended in 15-day increments with the Company’s prior written consent, not to be unreasonably withheld or delayed. The parties will thereafter cooperate diligently and in good faith to promptly resolve any disputes and agree upon an amended Schedule 2.4 , which amended Schedule 2.4 shall be prepared in a manner consistent with Schedule 2.4 agreed to at Closing. The parties, in connection with their respective U.S. federal, state, local and foreign tax returns and other filings, agree not to take any position inconsistent with such purchase price allocation for Tax reporting purposes. Any

adjustment to the purchase price shall be allocated as provided by Treasury Regulation Section 1.1060-1(c).“

     2.4 Amendment of Section 2.5 .

          (a) The parties acknowledge and agree that set forth on Annex A attached hereto is a list of (i) the accounts receivable that the Asset Sellers are excluding from the Purchased Assets or the Sale Companies are distributing to another Lear Company prior to the Closing in accordance with Section 2.5 of the Original Agreement and (ii) the accounts payable that the Asset Sellers are excluding from the Assumed Liabilities or the Sale Companies are distributing to another Lear Company prior to the Closing in accordance with Section 2.5 of the Original Agreement.

          (b) Section 2.5 of the Original Agreement is hereby amended by adding at the end thereof a new subsection (l) as follows:

“(l) Notwithstanding anything to the contrary in this Agreement or the LLC Agreement, (i) the Current Assets and the Current Liabilities of the Dayton Facility shall be included in the calculation of the Closing Net Working Capital and the Closing Tooling Net Assets only to the extent such Current Assets and Current Liabilities have been recorded at the Dearborn, Michigan Division Office and (ii) the calculation of 2007 EBITDA (as defined in the Limited Liability Company Agreement of IACNA dated as of the date hereof) shall not take into account the financial results of the Dayton Facility.”

     2.5 Amendment of Section 3.3 . Notwithstanding anything to the contrary in Section 3.1 of the Original Agreement, the parties acknowledge and agree that the Closing Date shall be March 31, 2007 and the Closing shall be effective as of 11:59 p.m. (Eastern Time) on March 31, 2007.

     2.6 Amendment of Article VII . Article VII of the Original Agreement is hereby amended and restated in its entirety as set forth on Annex B attached hereto.

     2.7 Amendment of Exhibits . Exhibit H of the Original Agreement is hereby amended and restated in its entirety as set forth on Annex C attached hereto.

     2.8 Amendment of Schedules .

          (a) Schedule 1.1.1 of the Original Agreement, and all reference to such Schedule in the Original Agreement, are hereby deleted in their entirety.

          (b) The parties hereby agree that attached hereto as Annex D is Schedule 1.1.1A

          (c) Schedule 1.1.2 of the Original Agreement is hereby amended and restated as set forth on Annex E attached hereto.

          (d) Schedule 1.1.4 of the Original Agreement is hereby amended and restated in its entirety as set forth on Annex F attached hereto.

          (e) The parties hereby agree that attached hereto as Annex G is Schedule 2.4 , which Schedule 2.4 shall be subject to adjustment following the Closing in accordance with Sections 2.4(c) and 2.5(k).

          (f) Schedule 3.1(d) of the Original Agreement is hereby amended and restated as set forth on Annex H attached hereto.

     2.9 Amendment of Section 3.1(j) . Section 3.1(j) of the Agreement is hereby amended by clarifying that Lear is curing the shortfall in the Estimated Closing Tooling Net Assets by increasing by $4.9 million the trade accounts receivable included in the Purchased Assets payable from Lear to the Company.

ARTICLE 3

MISCELLANEOUS.

     3.1 From and after the date hereof, each reference in the Original Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, shall mean and be a reference to the Original Agreement as amended hereby.

     3.2 Except as specifically set forth above, the Original Agreement shall remain unaltered and in full force and effect and the respective terms, conditions or covenants thereof are hereby in all respects ratified and confirmed.

     3.3 This Amendment may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

     3.4 This Amendment will be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under principles of conflict of laws thereof.

[signature page follows]

           IN WITNESS WHEREOF , the undersigned have caused this Amendment to Original Agreement to be duly executed and delivered as of the date first above written.

ANNEX B

ARTICLE 7

EMPLOYMENT MATTERS; EMPLOYEE BENEFITS

     7.1 Employee Benefit Plans.

          (a) Schedule 7.1(a) hereto lists all material Benefit Plans in effect as of November 30, 2006 including, without limitation, all pension, profit-sharing, savings and thrift, bonus, incentive or deferred compensation, severance pay and medical and life insurance plans in which any current or former Employees participate (collectively, “ Employee Benefit Plans ”).

          (b) Lear has provided or made available to the Company: (i) a complete copy of each written Employee Benefit Plan and a description of any unwritten Employee Benefit Plan, each as in effect on the date hereof; (ii) a copy of each trust agreement or other funding vehicle with respect to each such plan; (iii) a copy of the most recently received determination letter, if any, and any and all currently effective rulings or notices issued by a governmental or regulatory authority, with respect to each such plan; (iv) a copy of the Form 5500 Annual Report (or similar governmental report applicable outside of the United States), if any, for each of the two most recent plan years for each such plan; and (vi) the most recent summary plan description, if any, with respect to each such plan (excluding for purposes of this subsection (b) any documents not available to Lear relating to any “multiemployer plan”, as defined in Section 4001(a)(3) of ERISA and any Canadian multiemployer plan to which a Lear Company is contributing on behalf of non-U.S. Employees).

          (c) Each U.S. Employee Benefit Plan (other than a multiemployer plan) has been operated and administered in material compliance with its terms and all applicable requirements of ERISA and the Code and with any applicable reporting and disclosure requirements, including but not limited to the requirement of Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code.

          (d) Each Employee Benefit Plan (other than a multiemployer plan) which is intended to meet the requirements of a “qualified plan” under Section 401(a) of the Code is so qualified and has either received a favorable determination letter from the Internal Revenue Service that such plan is so qualified or has requested such a favorable determination letter within the remedial amendment period of Section 401(b) of the Code and neither Lear nor any Lear Company is aware of any facts or circumstances that would jeopardize the qualification of such plan or the tax exempt status of any related trust maintained by any Lear Company or an ERISA Affiliate intended to be exempt from U.S. federal income taxation under Section 501 of the Code, or the qualified or registered status of any Benefit Plan or trust maintained outside the United States.

          (e) Except as set forth on Schedule 7.1(e) , no U.S. Employee Benefit Plan (other than a multiemployer plan) which is a defined benefit plan or is subject to Title IV of ERISA or any trust established thereunder has incurred any “accumulated funding deficiency” (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each Title IV Plan ended prior to the Closing Date.

          (f) Except as otherwise set forth on Schedule 7.1(f) , none of the Employee Benefit Plans provides or obligates any Lear Company or its Subsidiaries to provide any Employee (or any dependent thereof) any life insurance or medical or health or any other welfare benefits after their termination of employment with a Lear Company or any of its Subsidiaries, other than as required under Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law, and except as otherwise set forth on Schedu