THIRD AMENDMENT AND WAIVER

EXHIBIT 10.2

THIRD AMENDMENT AND WAIVER

          THIRD AMENDMENT AND WAIVER, dated as of May 13, 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, the other Borrowers and the Majority Lenders executed and delivered the Second Amendment and Waiver to the Credit Agreement, dated as of March 17, 2009 (the “ Second Amendment ”), pursuant to which certain Events of Default have been waived and certain covenants have been amended, in each case until 5:00 p.m. (New York time) on May 15, 2009 (the “ Termination Date ”);

          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, among other amendments, certain waivers and amendments under the Second Amendment shall be extended until June 30, 2009;

          WHEREAS, the U.S. Borrower has informed the General Administrative Agent and the Lenders that the U.S. Borrower has been offered the opportunity for it and certain of its Subsidiaries to participate in the auto supplier support programs established in April, 2009 by the United States Department of Treasury to support automotive OEMs (the “ Auto Supplier Support Programs ”) and that the U.S. Borrower has decided to participate in the Auto Supplier Support Programs;

          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 (as amended pursuant to the terms hereof).

          SECTION 2. Waivers/Amendments under Second Amendment . (a) Subject to clause (c) of this Section 2, the undersigned Lenders hereby agree to extend the waivers granted under Section 2(a) and (b) of the Second Amendment until 5:00 p.m. on June 30, 2009 (the “ Extended Termination Date ”). All references in Section 2(a), (b) and (c) of the Second Amendment to the Termination Date shall hereby be deemed references to the Extended Termination Date.

          (b) Subject to clause (c) of this Section 2, the amendments provided in Section 3(a) and (b) of the Second Amendment are hereby extended until the Extended Termination Date. All references in Section 3(a), (b) and (c) of the Second Amendment to the Termination Date shall hereby be deemed references to the Extended Termination Date.

          (c) The waivers provided in Section 2 of the Second Amendment (as extended pursuant to Section 2(a) of this Amendment) and the amendments provided in Section 3 of the Second Amendment (as extended pursuant to Section 2(b) of this Amendment) shall terminate on the earlier of (i) the date on which the U.S. Borrower or any of its Subsidiaries makes any payments of interest, principal or fees with respect to the Existing Bonds (other than payments to reimburse bondholders for out-of- pocket costs and expenses including, without limitation, fees and disbursements of counsel) and (ii) the Extended Termination Date.

          SECTION 3. Further Amendments . Effective as of April 24, 2009, (a) Subsection 1.1 of the Credit Agreement is hereby amended:

          (i) by adding the following new definitions, to appear in proper alphabetical order:

          “ Auto Supplier Support Programs ”: as defined in the Third Amendment.

          “ Existing Bonds ”: the collective reference to the 2013 Bonds, the 2014 Bonds and the 2016 Bonds.

          “ 2013 Bonds ”: the 8 ¹ / 2 % Senior Notes due 2013 issued pursuant to the 2013/2016 Indenture.

          “ 2013/2016 Indenture ”: the Indenture dated as of November 24, 2006 among the U.S. Borrower, as issuer, certain of its Subsidiaries, as guarantors, and The Bank of New York Trust Company, N.A., as trustee, as amended and supplemented.

          “ 2016 Bonds ”: the 8 ³ / 4 % Senior Notes due 2016 issued pursuant to the 2013/2016 Indenture.

          “ Third Amendment ”: the Third Amendment and Waiver dated as of May 13, 2009 to this Agreement.

          (ii) by amending the definition of “ Asset Sales ” by deleting clause (i) thereof and substituting in lieu thereof the following:

(i) any such Disposition permitted by clauses (a), (b), (c) (except as otherwise provided in the last sentence of this definition), (d) through (h) and (j) of Section 13.4,

          (b) (i) Subsection 13.4 of the Credit Agreement is hereby amended by (x) deleting the “and” at the end of clause (h) thereof, (y), deleting the “.” at the end of clause (i) thereof and substituting in lieu thereof “; and” and (z) inserting the following new clause (j):

(j) the sale by the U.S. Borrower and certain of its Subsidiaries of account receivables of General Motors Corporation, Chrysler LLC and their affiliates and customary related property to special purpose vehicles established by General Motors Corporation and Chrysler LLC pursuant to the United States Department of the Treasury’s Auto Supplier Support Programs.

          (ii) The Lenders agree that any sale of account receivables of General Motors Corporation, Chrysler LLC and their affiliates and customary related property pursuant to the Auto Supplier Support Programs prior to the effectiveness of this Amendment shall be deemed to be made pursuant to clause (j) of subsection 13.4 of the Credit Agreement notwithstanding any prior election of the U.S. Borrower to treat such sale as having been made pursuant to clause (i) of subsection 13.4 of the Credit Agreement.

          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) the legal fees and expenses of counsel to the General Administrative Agent in connection with the Credit Agreement to the extent invoiced.

          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 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.

          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.

Aberdeen Loan Funding Ltd.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner

Armstrong Loan Funding, LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner

Brantwood CLO Ltd.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner

Eastland CLO, Ltd.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner

Grayson CLO, Ltd.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner

Red River CLO Ltd.
By: Highland Capital Management, L.P.
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner

Rockwall CDO LTD.
By: Highland Capital Management, L.P.
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner

Rockwall CDO II Ltd.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner

Westchester CLO, Ltd
By: Highland Capital Management, L.P., As Collateral Servicer
By: Strand Advisors, Inc., Its General Partner