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
”).
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
(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 &l
