<PAGE>
EXHIBIT 3.13
THIRD AMENDMENT
THIS THIRD AMENDMENT, dated as of September 30, 2003, (this
"Amendment") to the Limited Partnership
Agreement of Lear Midwest Automotive,
Limited Partnership (f/k/a Lear Kentucky,
L.P.), a Delaware limited partnership
(the "LP"), dated as of December 31, 1997
(as amended, supplemented or otherwise
modified from time to time, the "LP
Agreement") by Lear Corporation Mendon, a
Delaware corporation (the "General
Partner") and Lear Operations Corporation, a
Delaware corporation and successor in
interest to Lear Midwest, Inc., a Kentucky
corporation (the "Limited Partner" and
together with the General Partner, the
"Partners").
WHEREAS, on September 30, 2003, Lear Midwest, Inc. was merged with
and
into Lear Operations Corporation, a
Delaware corporation ("LOC"), with LOC
remaining as the surviving entity;
WHEREAS, the Partners desire to amend the LP Agreement to reflect
LOC
as the new limited partner, as successor in
interest to Lear Midwest, Inc.,
under the LP Agreement;
NOW THEREFORE, the Partners hereby agree as follows:
1.
Defined Terms. Unless otherwise defined herein, terms defined
in the LP Agreement and used herein shall
have the meaning given to them in the
LP Agreement.
2.
Amendments to the LP Agreement.
(a) The
introductory paragraph to the LP Agreement is
hereby amended by deleting it in its
entirety and inserting in lieu thereof the
following:
"This AGREEMENT OF LIMITED PARTNERSHIP (this "Agreement") is
entered
into this 31st day of December, 1997, by
and between Lear Operations
Corporation, a Delaware corporation, as the
Limited Partner, and Lear
Corporation Mendon, a Delaware corporation,
as the General Partner, pursuant to
the provisions of the Delaware Revised
Uniform Limited Partnership Act, on the
following terms and conditions."
(b) Exhibit A
to the LP Agreement is hereby amended by
deleting it in its entirety and inserting
in lieu thereof Exhibit A attached
hereto.
3.
Effectiveness. This Amendment shall become effective as of
September 30, 2003.
4.
GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF DELAWARE.
5.
Binding Effect. This Amendment shall be binding upon and inure
to the benefit of the Partners and their
respective heirs, legatees, legal
representatives, successors, transferees
and assigns.
<PAGE>
IN WITNESS WHEREOF, the Partners have executed this Amendment
as of the day first above set forth.
LEAR OPERATIONS CORPORATION
By: /s/ Daniel A. Ninivaggi
-----------------------------
Print Name: Daniel A. Ninivaggi
Its: Vice President, Secretary and
General Counsel
LEAR CORPORATION MENDON
By: /s/ Daniel A. Ninivaggi
------------------------------
Print Name: Daniel A. Ninivaggi
Its: Vice President and Secretary
<PAGE>
EXHIBIT A
AGREEMENT OF LIMITED PARTNERSHIP
OF
LEAR MIDWEST AUTOMOTIVE, LIMITED PARTNERSHIP
(f/k/a LEAR KENTUCKY, L.P.)
A DELAWARE LIMITED PARTNERSHIP
<TABLE>
<CAPTION>
GROSS ASSET
VALUE OF
CAPITAL
PROPERTY
PERCENTAGE
NAMES
CONTRIBUTIONS
CONTRIBUTED
INTEREST
----------------------------------------------------------------------------
<S>
<C>
<C>
<C>
LIMITED PARTNER:
Lear Operations
See Schedule A1 $
30,766,000
Corporation
See Schedule A2
$156,428,893
99.9%
-------------------------------------------------------------------------
GENERAL PARTNER:
Lear Corporation
$
30,797 $
30,797
Mendon
$
156,585 $
156,585
0.1%
-------------------------------------------------------------------------
TOTALS
$ 187,382,275
$187,382,275
100%
</TABLE>
<PAGE>
SCHEDULE A1
1.
All of Lear Operations
Corporation's ("LOC") right, title and interest
in real property located at 12510 Westport Road, Louisville,
Kentucky
40241 (the "Louisville Facility"), together with all assets and
tangible personal property of LOC used in connection with the
operation
of the Louisville Facility of every kind and description, real,
personal and mixed, wherever located and whether or not reflected
on
the books and records of LOC, including, without limitation:
a. All
buildings located at the Louisville Facility;
b. All
equipment, computer hardware and software, machinery,
tools, electronics, appliances, spare parts, supplies,
vehicles and furniture located at or used in connection with
the Louisville Facility;
c. All
work-in-progress and inventory of every sort and in any
medium related to the Louisville Facility;
d.
All of LOC's
right, title and interest in and claims or
obligations under any contracts or agreements relating to
assets or properties used in connection with the operation of
the Louisville Facility or employees of the Louisville
Facility;
e. Any
bank accounts and funds contained therein relating to the
Louisville Facility; and
f. All
other assets, properties and rights of every kind and
nature owned or held by LOC and used in or relating to the
operation of the Louisville Facility on the date hereof, known
or unknown, fixed or unfixed, whether or not specifically
referred to in this Agreement;
provided, however, that the Assets shall not include patented
and proprietary designs, materials, know-how, customer
relations, manufacturing techniques and systems, or any other
intellectual property that may be employed by Lear Kentucky in
manufacturing, marketing and selling automotive or light truck
components.
2. All
of LOC's right, title and interest in real property located at
850
Industrial Road, P.O. Box 1167, Madisonville, Kentucky 42431
(the
"Madisonville Facility"), together with all assets and tangible
personal property of LOC used in connection with the operation of
the
Madisonville Facility of every kind and description, real, personal
and
mixed, wherever located and whether or not
