VOTING
AGREEMENT
VOTING AGREEMENT, dated as of February 9, 2007
(this “Agreement”), by and among the stockholders
listed on the signature page(s) hereto (collectively, the
“Stockholders” and each individually, a
“Stockholder”), and AREP Car Holdings Corp., a Delaware
corporation (the “Parent”). Capitalized terms used and
not otherwise defined herein shall have the respective meanings
ascribed to them in the Merger Agreement (as defined
below).
RECITALS
WHEREAS, as of the date hereof, the Stockholders
beneficially own an aggregate of 11,994,944 shares of common stock
of Lear Corporation, a Delaware corporation (the
“Company”), as set forth on Schedule I hereto (such
shares, or any other voting or equity securities of the Company
hereafter acquired by any Stockholder prior to the termination of
this Agreement, being referred to herein collectively as the
“Shares”);
WHEREAS, concurrently with the execution of this
Agreement, Parent, AREP Car Acquisition Corp., a Delaware
corporation and wholly-owned subsidiary of Parent (“Merger
Sub”), and the Company are entering into an Agreement and
Plan of Merger, dated as of the date hereof (the “Merger
Agreement”), pursuant to which, upon the terms and subject to
the conditions thereof, Merger Sub will be merged with and into the
Company, and the Company will be the surviving corporation (the
“Merger”); and
WHEREAS, as a condition to the willingness of
Parent to enter into the Merger Agreement, Parent has required that
the Stockholders agree, and in order to induce Parent to enter into
the Merger Agreement the Stockholders are willing, to enter into
this Agreement.
NOW, THEREFORE, in consideration of the
foregoing and the mutual covenants and agreements contained herein,
and intending to be legally bound hereby, the parties hereby agree,
severally and not jointly, as follows:
Section 1.
Voting of Shares
.
(a) Each Stockholder covenants and agrees that until
the termination of this Agreement in accordance with the terms
hereof, at the Company’s special meeting of stockholders or
any other meeting of the stockholders of the Company, however
called, and in any action by written consent of the stockholders of
the Company, such Stockholder will vote, or cause to be voted, all
of such Stockholder’s respective Shares owned at the record
date for such meeting or consent (i) in favor of the adoption of
the Merger Agreement and the approval of the Merger contemplated by
the Merger Agreement and any actions required in furtherance
thereof, as the Merger Agreement may be modified or amended from
time to time (provided, however, that the merger consideration is
no less than $36 per share in cash net to the Company’s
stockholders) and (ii) in favor of any Alternative Acquisition
Agreement (provided, however, that the merger consideration is no
less than $36 per share in cash net to the Company’s
stockholders) including, in each case, any other matter on the
ballot related to the Merger Agreement or an Alternative
Acquisition Agreement. This Agreement does not relate to any non
voting securities of the Company, or to derivatives, swaps or other
arrangements with respect to shares of capital stock of the Company
where the Stockholder has no right to vote or direct the vote of
such shares.
Section 2.
Transfer of Shares
. Each Stockholder covenants and
agrees that such Stockholder will not directly or indirectly (i)
sell, assign, transfer, tender, pledge, encumber or otherwise
dispose of any of the Shares, (ii) deposit any of the Shares into a
voting trust or enter into a voting agreement or arrangement with
respect to the Shares or grant any proxy or power of attorney with
respect thereto that is inconsistent with this Agreement or (iii)
enter into any contract, option or other arrangement or undertaking
with respect to the direct or indirect sale, assignment, transfer,
tender, pledge, encumbrance, or other disposition of any Shares;
provided , however , that notwithstanding the
foregoing a Stockholder may transfer Shares or agree to transfer
Shares to any Affiliate of the Stockholder, including, but not
limited to Parent or Merger Sub, provided that in each
such case the transferee agrees in writing to be bound by this
Agreement. Nothing herein shall restrict or otherwise limit the
encumbrance or pledge of the Shares pursuant to margin and/or other
pledge arrangements, provided that in the event of any new margin
or pledge arrangement, the voting rights of such Shares shall be
subject to Section 1 hereof.
Section 3.
Waiver of Appraisal
Rights . Each Stockholder
hereby waives, to the full extent of the law, and agrees not to
assert any appraisal rights pursuant to Section 262 of the DGCL or
otherwise in connection with the Merger with respect to any and all
Shares held by the undersigned of record or beneficially
owned.
Section 4.
Representations and Warranties of
the Stockholders . Each
Stockholder on his or its own behalf hereby severally represents
and warrants to Parent with respect to such Stockholder and such
Stockholder’s ownership of the Shares as follows:
(a) _ Number of Shares . Each Stockholder
represents, warrants and agrees that Schedule I annexed
hereto sets forth, adjacent to the name of such stockholder, the
number of Shares of which the Stockholder is the beneficial owner
(it being understood and agreed that the beneficial ownership shall
not include any rights with respect to derivatives, swaps or other
arrangements). Each Stockholder represents, warrants and agrees
that, as of the date hereof, those Shares on Schedule I constitute
all of the Shares of which such Stockholder has the power to vote
or direct the vote. High River Limited Partnership and Koala
Holding Limited Partnership represent that the Shares subject to
this Voting Agreement are all of the Shares in which Carl C. Icahn
or his affiliates have beneficial ownership or voting
rights.
(b)
Power, Binding
Agreement . The
Stockholder is a limited partnership duly formed, under the laws of
its state of formation and has full limited partnership power and
authority to execute and deliver this Agreement and to consummate
the transactions contemplated hereby. The execution and delivery of
this Agreement by the Stockholder and the consummation of the
transactions contemplated hereby have been duly and validly
authorized by the appropriate governing body of the Stockholder,
and, no other limited partnership proceedings on the part of the
Stockholder are necessary to authorize the execution, delivery and
performance of this Agreement by the Stockholder and the
consummation of the transactions contemplated hereby. The
Stockholder has duly and validly executed this Agreement and this
Agreement constitutes a legal, valid and binding obligation of the
Stockholder enforceable against the Stockholder in accordance with
its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization or other similar
laws affecting creditors’ rights generally and by general
equitable p
