EXHIBIT 10.3
FIRST AMENDMENT
FIRST AMENDMENT, dated as of August 3, 2005 (this "Amendment"), to
the Credit Agreement, dated as of March 23, 2005 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among XXXX
CORPORATION, a Delaware corporation (the "U.S. Borrower"), LEAR CANADA, a
general partnership organized under the laws of Ontario, Canada (the "Canadian
Borrower"), each foreign subsidiary borrower from time to time party thereto
(together with the U.S. Borrower and the Canadian Borrower, the "Borrowers"),
the senior managing agents, managing agents and co-agents party thereto, the
several banks and other financial institutions from time to time parties hereto
(the "Lenders"), BANK OF AMERICA, N.A., as syndication agent (the "Syndication
Agent"), CITIBANK, N.A., DEUTSCHE BANK SECURITIES INC. and THE BANK OF NOVA
SCOTIA, a Canadian chartered bank, as documentation agents (in such capacity,
the "Documentation Agents"), THE BANK OF NOVA SCOTIA, a Canadian chartered bank,
as Canadian administrative agent for the Lenders hereunder (in such capacity,
the "Canadian Administrative Agent"), and JPMORGAN CHASE BANK, N.A. (the
"General Administrative Agent"), as general administrative agent for the Lenders
hereunder.
WITNESSETH:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed
to make, and have made, certain loans and other extensions of credit to the
Borrowers;
WHEREAS, the Borrowers have requested, and, upon this Amendment
becoming effective, the Lenders have agreed, that certain provisions of the
Credit Agreement be amended as set forth below;
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.
SECTION 2. Amendment to Subsection 1.1 [Defined Terms]. (a)
Subsection 1.1 of the Credit Agreement is hereby amended by inserting the
following new definitions in appropriate alphabetical order:
"European Holdco": Lear European Holding S.L., a Spanish limited
company.
"Excluded Subsidiary": each Subsidiary of a Foreign Subsidiary.
"Initial Pledged Stock": the shares of Capital Stock listed on
Schedule VII.
"Investment Grade Status": shall exist at any time when the actual
or implied rating of the U.S. Borrower's senior long-term unsecured debt
is at or above BBB- from S&P and at or above Baa3 from Xxxxx'x (in each
case with a stable outlook or better); if either of S&P or Xxxxx'x shall
change its system of classifications after August 3, 2005, Investment
Grade Status shall exist at any time when the actual or implied rating of
the U.S. Borrower's senior long-term unsecured debt is at or above the new
rating which most closely corresponds to the above-specified level under
the previous rating system (with a stable outlook or better where
applicable).
2
"Lear Germany": Xxxx Corporation Beteiligungs GmbH, a German
corporation.
"Pledge Agreements": the collective reference to the U.S. Pledge
Agreement and any other pledge agreements which secure the Obligations.
"Security Documents": the collective reference to the Pledge
Agreements, the Subsidiary Guarantee and each other guarantee, security
document or similar agreement that may be delivered to the General
Administrative Agent to guarantee or as collateral security for any or all
of the Obligations, in each case as amended, supplemented or otherwise
modified from time to time.
"U.S. Pledge Agreement": the Pledge Agreement to be executed and
delivered by the U.S. Borrower and certain of its subsidiaries in favor of
JPMorgan Chase Bank, N.A., as agent, in form and substance reasonably
satisfactory to the General Administrative Agent, as the same may be
amended, supplemented or otherwise modified from time to time.
"Super-Majority Lenders": (a) at any time prior to the termination
of the Revolving Credit Commitments, U.S. Lenders whose U.S. Revolving
Credit Commitment Percentages aggregate 80% or more; and (b) at any time
after the termination of the Revolving Credit Commitments, Lenders whose
Aggregate Total Outstandings aggregate 80% or more of the Aggregate Total
Outstandings of all Lenders; provided that for purposes of this
definition, the Aggregate Total Outstandings of each Lender shall be
adjusted up or down so as to give effect to any participations purchased
or sold pursuant to subsection 17.8.
"Term Loan Facility": a term loan facility entered into either (i)
as a separate tranche under this Agreement through an amendment and
restatement to this Agreement or (ii) as a separate credit agreement to
the extent not prohibited under the Credit Agreement, in either case with
an aggregate principal amount not to exceed $400,000,000 and with an
expected maturity of eighteen months.
(b) Subsection 1.1 of the Credit Agreement is hereby further amended
by deleting the following defined terms in their entirety and substituting in
lieu thereof the following definitions:
"Loan Documents": the collective reference to this Agreement, any
Notes, the Drafts, the Acceptances, the Acceptance Notes and the Security
Documents.
"Loan Parties": the collective reference to the Borrowers and each
guarantor or grantor party to any Security Document.
(c) The definition of "Specified Indebtedness" is hereby amended by
(i) deleting the term "and" set forth at the end of clause (c) thereof, and (ii)
inserting the following language at the end thereof: "and (e) without
duplication, Indebtedness incurred under the Term Loan Facility and any
guarantees thereof".
(d) The definition of "Specified Liens" is hereby amended by (i)
deleting clauses (m) and (n) thereof in their entirety, (ii) creating a new
clause (m) therein to read as follows: "(m) Liens granted pursuant to the
Security Documents and any pari passu Liens securing the Term Loan Facility,
and", (iii) renaming clause (o) therein as clause (n), and (iii) changing the
words "in clauses (a) through (n) above" set forth at the end thereof to "in
clauses (a) through (m) above)".
3
(e) Clarification With Respect to "Consolidated Operating Profit"
Definition. It is hereby understood and agreed that (i) restructuring,
restructuring-related or other similar charges incurred by the U.S. Borrower and
its Subsidiaries in an amount not to exceed $250,000,000 incurred in connection
with the U.S. Borrower's restructuring announced on June 27, 2005 and (ii)
charges incurred by the U.S. Borrower and its Subsidiaries in connection with
(x) the lawsuit by Seton Company (for which a jury verdict was reached on May
25, 2005) in an amount not to exceed $22,000,000 and (y) a lawsuit by one of the
U.S. Borrower's European suppliers in an amount not to exceed $8,000,000, shall
in each case be deemed to be non-recurring losses for purposes of calculating
Consolidated Operating Profit; provided, that with respect to the charges
referred to in clause (ii) above, if at any later date all or a portion of such
charges are reversed, Consolidated Operating Profit shall be reduced by the
amount by which such charges are reversed in the fiscal quarter in which such
charges are reversed.
SECTION 3. Amendment to Subsection 10.5 [No Legal Bar]. Subsection
10.5 of the Credit Agreement is hereby amended by (i) deleting the term "and"
set forth at the end of clause (b) thereof and substituting in lieu there of a
comma, and (ii) inserting the following language at the end thereof:
and (d) will not result in, or require, the creation or imposition
of any Lien (other than the Liens created by the Security Documents)
on any of its or their respective properties or revenues pursuant to
any Requirement of Law or Contractual Obligation
SECTION 4. Amendment to Section 12 [Affirmative Covenants].
Subsection 12.7 of the Credit Agreement is hereby amended by deleting such
Subsection in its entirety and substituting in lieu thereof the following
Subsection:
12.7 Stock Pledges; Guarantor Supplement. (a) (i) Cause the Initial
Pledged Stock to be pledged to the General Administrative Agent, in its
capacity as Agent pursuant to one or more Pledge Agreements, on or before
September 30, 2005; (ii) if any Person that executes a Pledge Agreement as
a "Pledgor" is not a Subsidiary Guarantor, cause such Person to execute
and deliver to the General Administrative Agent an executed Guarantor
Supplement on or prior to the date of execution of such Pledge Agreement,
and (iii) cause the General Administrative Agent, in its capacity as Agent
pursuant to the relevant Pledge Agreement, to receive, on or before the
date of execution of such Pledge Agreement, legal opinions of counsel to
the U.S. Borrower reasonably acceptable to the General Administrative
Agent covering such matters in respect of such pledges and Guarantor
Supplements as the General Administrative Agent shall reasonably request.
(b) As soon as possible and in no event later than 45 days after the
delivery of any financial statements under subsection 12.1(a) or (b), for
any fiscal period ending on or after October 1, 2005, cause (i) all of the
Capital Stock owned directly or indirectly by the U.S. Borrower of each of
the U.S. Borrower's direct or indirect Domestic Subsidiaries (other than
any Excluded Subsidiary) which on the date of such financial statements
constituted at least 5% of Consolidated Assets or for the twelve month
period ended on the date of such financial statements represented at least
5% of Consolidated Revenues to be pledged to the General Administrative
Agent, in its capacity as Agent pursuant to the U.S. Pledge Agreement,
pursuant to an assumption agreement in the form of Annex 1 to the U.S.
Pledge Agreement, (ii) 65% of the voting Capital Stock and all non-voting
Capital Stock (or such lesser amount as may be owned by the U.S. Borrower
and its Domestic Subsidiaries) of each of the U.S. Borrower's or any of
its Domestic Subsidiaries' direct Foreign Subsidiaries which on the date
of such financial statements constituted at least 5% of Consolidated
Assets or for the twelve month period ended on the date of such financial
statements represented at least 5% of Consolidated Revenues to be pledged
to the General Administrative Agent, in its capacity as Agent pursuant to
the U.S. Pledge
4
Agreement, for the ratable benefit of the Lenders hereunder, pursuant to
an assumption agreement in the form of Annex 1 to the U.S. Pledge
Agreement, and (iii) the General Administrative Agent, in its capacity as
Agent pursuant to the U.S. Pledge Agreement, to receive legal opinions of
counsel to the U.S. Borrower acceptable to the General Administrative
Agent covering such matters in respect of such pledges as the General
Administrative Agent shall reasonably request; provided, that
notwithstanding anything to the contrary contained in this subsection
12.7(b), in no event shall the U.S. Borrower or any of its direct or
indirect Domestic Subsidiaries be required to pledge Capital Stock of any
Subsidiary that is not a corporation if the U.S. Borrower reasonably
believes that such stock pledge would violate the terms of any indenture
governing public debt of the U.S. Borrower.
(c) As soon as possible and in no event later than 45 days after the
delivery of any financial statements under subsection 12.1(a) or (b) for
any fiscal period ending on or after October 1, 2005, cause (i) each of
the U.S. Borrower's direct and indirect Domestic Subsidiaries (other than
any Excluded Subsidiary) which on the date of such financial statements
represented at least 5% of Consolidated Assets or for the twelve month
period ended on the date of such financial statements represented at least
5% of Consolidated Revenues to execute and deliver a Guarantor Supplement
to the General Administrative Agent, and (ii) the General Administrative
Agent to receive opinions of counsel to the U.S. Borrower, in form and
substance reasonably satisfactory to the General Administrative Agent,
covering such matters in respect of the Subsidiary Guarantee as the
General Administrative Agent shall reasonably request; provided, that,
notwithstanding the foregoing, a Domestic Subsidiary shall not be required
to execute and deliver a Guarantor Supplement or otherwise become a party
to the Subsidiary Guarantee if (x) it is a holding company whose only
material asset consists of Capital Stock of one or more Foreign
Subsidiaries and (y) the Capital Stock of such Domestic Subsidiary is
pledged to the General Administrative Agent, in its capacity as Agent
pursuant to the U.S. Pledge Agreement and; provided further, that any
Subsidiary of the U.S. Borrower (whether or not such Subsidiary satisfies
the criteria set forth in clause (i) above in this paragraph (c)) which
has guaranteed any Public Indebtedness of the U.S. Borrower or any of its
Subsidiaries shall be required in any event to execute and deliver a
Guarantor Supplement or otherwise become a party to the Subsidiary
Guarantee concurrently with entering into any such guarantee of Public
Indebtedness.
(d) Notwithstanding anything set forth herein to the contrary, if
(i) any Capital Stock of Lear Germany is ever pledged pursuant to
subsection 12.7(b) above and (ii) thereafter, Lear Germany becomes a
direct or indirect Subsidiary of European Holdco, cause within ten (10)
Business Days after the date on which Lear Germany becomes a direct or
indirect Subsidiary of European Holdco, (i) 65% of the voting Capital
Stock and all non-voting Capital Stock (or such lesser amount as may be
owned by the U.S. Borrower and its Domestic Subsidiaries) of European
Holdco to be pledged to the General Administrative Agent, in its capacity
as Agent pursuant to the U.S. Pledge Agreement and (ii) the General
Administrative Agent, in its capacity as Agent pursuant to the U.S. Pledge
Agreement, to receive legal opinions of counsel to the U.S. Borrower
acceptable to the General Administrative Agent covering such matters in
respect of such pledge as the General Administrative Agent shall
reasonably request.
(e) In determining whether any Domestic Subsidiary or Foreign
Subsidiary meets the 5% thresholds set forth in subsection 12.7(b) and
12.7(c) above, it is understood and agreed that such determination shall
be computed by using the equity method of accounting.
SECTION 5. Amendment to Subsection 13.1 [Financial Covenants].
Subsection 13.1 of the Credit Agreement is hereby amended by deleting Subsection
13.1(b) in its entirety and substituting in lieu thereof the following:
5
(b) Leverage Ratio. Permit the Leverage Ratio at the last day of any
period of four consecutive fiscal quarters of the U.S. Borrower to be
greater than (a) for the four consecutive fiscal quarters of the U.S.
Borrower ended July 2, 2005, 3.25:1, (b) for the four consecutive fiscal
quarters ended October 1, 2005 and December 31, 2005, 3.75:1, (c) for the
four consecutive fiscal quarters ended April 1, 2006, 3.50:1 and (d) for
the each period of four consecutive fiscal quarters ending thereafter,
3.25:1.
SECTION 6. Amendment to Subsection 13.3 [Limitation on Subsidiary
and Secured Indebtedness]. Subsection 13.3 of the Credit Agreement is hereby
amended by deleting such subsection in its entirety and substituting in lieu
thereof the following:
13.3 Limitation on Subsidiary and Secured Indebtedness. (a) Create,
incur, assume or suffer to exist Subsidiary and Secured Indebtedness in an
aggregate principal amount at any time outstanding exceeding 15% of
Consolidated Assets at such time; provided, that the aggregate outstanding
principal amount of Subsidiary and Secured Indebtedness incurred at any
time by Lear Midwest Automotive, Limited Partnership, Lear Trim L.P. and
the Canadian Borrower shall not exceed 5% of Consolidated Assets at any
time.
(b) Create, incur, assume or suffer to exist any Indebtedness that
constitutes Subsidiary and Secured Indebtedness and that is secured by any
Lien on any property, assets or receivables of the U.S. Borrower or any of
its Subsidiaries (other than Specified Liens) in an aggregate principal
amount at any time exceeding 5% of Consolidated Assets at such time.
SECTION 7. Amendment to Section 15 [Events of Default]. Section 15
of the Credit Agreement is hereby amended by deleting subsection (f) thereof in
its entirety and substituting in lieu thereof the following:
(f) This Agreement, any of the Security Documents or any Note shall
cease, for any reason, to be in full force and effect, or the U.S.
Borrower or any other Loan Party shall so assert, or any security interest
created by any of the Security Documents shall cease to be enforceable and
of the same effect and priority purported to be created thereby, except,
in each case, as provided in subsection 17.17; or
SECTION 8. Amendment to Subsection 17.17 [Release of Guarantees].
Subsection 17.17 of the Credit Agreement is hereby amended by deleting such
Subsection in its entirety and substituting in lieu thereof the following:
17.17 Release of Collateral and Guarantees. (a) The Lenders hereby
agree with the U.S. Borrower, and hereby instruct the General
Administrative Agent, that if (i) the U.S. Borrower attains Investment
Grade Status, (ii) the General Administrative Agent has no actual
knowledge of the existence of a Default and (iii) the U.S. Borrower shall
have delivered a certificate of a Responsible Officer stating that such
Responsible Officer has obtained no knowledge of any Default or Event of
Default, (x) the General Administrative Agent shall, at the request and
expense of the U.S. Borrower, take such actions as shall be reasonably
requested by the U.S. Borrower to release its security interest in all
collateral held by it pursuant to the Security Documents and (y) on and
after such time, the written consent of the Super-Majority Lenders shall
be required to release all or substantially all of the guarantees
contained in Section 14 and under the Subsidiary Guarantee, in which case
the General Administrative Agent shall, at the request and expense of the
U.S. Borrower, take such actions as shall be reasonably requested by the
U.S. Borrower to release the relevant Loan Parties from their obligations
under the Subsidiary
6
Guarantee. In either such event, the applicable provisions of subsection
12.7 shall be deemed terminated and of no further force or effect.
(b) The Lenders hereby agree with the U.S. Borrower, and hereby
instruct the General Administrative Agent, that if one or more Loan
Parties (or any Subsidiary of a Loan Party whose Capital Stock is pledged
pursuant to any Pledge Agreement) are permitted to be released from their
obligations under any of the Security Documents pursuant to an amendment
to this Agreement approved in accordance with subsection 17.1, the General
Administrative Agent shall, at the request and expense of the U.S.
Borrower, take such actions as shall be reasonably requested by the U.S.
Borrower to release its security interest in the relevant collateral held
by it pursuant to the Security Documents and/or to release such Loan
Parties from their obligations under the Subsidiary Guarantee. In such
event, the provisions of subsection 12.7 with respect to such Loan Parties
shall be deemed terminated and of no further force or effect. For the
avoidance of doubt, if at any time Xxxx Corporation Mexico, S.A. de C.V.
or Lear Automotive (XXXX) Spain S.L. is released from its obligations
under the Subsidiary Guarantee but shall still have its Capital Stock
pledged pursuant to the relevant Pledge Agreement, the Lenders authorize
the General Administrative Agent, at the request and expense of the U.S.
Borrower, to take such actions as shall be reasonably requested by the
U.S. Borrower to release Capital Stock of any such Foreign Subsidiary to
the extent necessary to ensure that no Capital Stock of any such Foreign
Subsidiary is pledged under the relevant Pledge Agreement. Furthermore, it
is hereby understood and agreed that if any time (i) any of Lear Germany's
Capital Stock has been pledged pursuant to any Pledge Agreement pursuant
to subsection 12.7(b) and (ii) thereafter, Lear Germany becomes a direct
or indirect Subsidiary of European Holdco, then the Capital Stock of Lear
Germany shall be deemed to be automatically released from such Pledge
Agreement, and the Lenders authorize the General Administrative Agent, at
the request and expense of the U.S. Borrower, to take such actions as
shall be reasonably requested by the U.S. Borrower to release the Capital
Stock of Lear Germany from such Pledge Agreement.
(c) The Lenders hereby agree with the U.S. Borrower, and hereby
instruct the General Administrative Agent, that if the U.S. Borrower shall
have delivered to the General Administrative Agent written notice that it
proposes to sell or otherwise dispose of any Subsidiary whose stock is
pledged pursuant to a Pledge Agreement or which is a Subsidiary Guarantor,
and such disposition is permitted by this Agreement, the General
Administrative Agent shall, at the request and expense of the U.S.
Borrower, take such actions as shall be reasonably requested by the U.S.
Borrower to release its security interest in the stock being sold of such
Subsidiary and to release such Subsidiary Guarantor from its obligations
under the Subsidiary Guarantee; provided, that such Subsidiary shall have
been, or shall simultaneously be, released from all Bond Guarantees and
all guarantees by any Subsidiary of Public Indebtedness.
(d) In connection with any release of guarantees in accordance with
this subsection 17.17, upon the request of the U.S. Borrower, the General
Administrative Agent shall take whatever reasonable steps are necessary to
coordinate the simultaneous release of the guarantees hereunder with the
Bond Guarantees.
SECTION 9. Acknowledgment. Each of the Lenders consenting to this
Amendment acknowledges that the U.S. Borrower intends to enter into a term loan
facility either (i) as a separate tranche under the Credit Agreement through an
amendment and restatement to the Credit Agreement or (ii) as a separate credit
facility to the extent not prohibited under the Credit Agreement, in either case
with an expected aggregate principal amount ranging from $300,000,000 to
$400,000,000 and with an expected maturity of eighteen months (the "Term Loan
Facility"). Each such Lender consents to the Term Loan Facility, the amendment
and restatement of the Credit Agreement to incorporate the Term
7
Loan Facility (in the event that the Term Loan Facility is made available
pursuant to the Credit Agreement) and the guarantees by the Subsidiary
Guarantors of, and granting of liens on stock pledges under, the Term Loan
Facility (which shall be pari passu with the stock pledges securing the Credit
Agreement), and each Lender authorizes (in the event that the Term Loan Facility
is entered into separately from the Credit Agreement) the General Administrative
Agent to enter into an intercreditor agreement with the agent under such Term
Loan Facility on market terms as long as, in all cases (i) the aggregate
principal amount of the Term Loan Facility does not exceed $400,000,000, (ii)
the Term Loan Facility is not subject to any mandatory prepayments (other than
scheduled payments and payments arising as a result of an acceleration of the
loans thereunder) and (iii) the terms of the Term Loan Facility will be
substantially those set forth in the Credit Agreement or market terms as are
reasonably determined by the Borrower to be necessary to obtain the Term Loan
Facility.
SECTION 10. Schedules to the Credit Agreement. The parties hereto
hereby agree that Schedule VII attached hereto shall be deemed to be Schedule
VII to the Credit Agreement.
SECTION 11. Conditions to Effectiveness of Amendment. The amendments
set forth herein shall be effective on the date on which all of the following
conditions precedent have been satisfied or waived:
(i) the General Administrative Agent (or its counsel) shall have
received a counterpart of this Amendment, executed and delivered by a duly
authorized officer of each of (A) the Borrowers, (B) the Subsidiary
Guarantors and (C) the Required Lenders;
(ii) the General Administrative Agent shall have received, for the
account of each Lender executing this Amendment on or before August 3,
2005, a work fee in an amount equal to 0.20% of such Lender's U.S.
Revolving Credit Commitment then in effect;
(iii) the U.S. Borrower shall have paid all fees and expenses of the
General Administrative Agent, including the reasonable fees and expenses
of counsel to the General Administrative Agent;
(iv) the U.S. Borrower shall have paid all fees due and owing to any
of the Lenders (or any of their Affiliates) as may have been agreed in
writing; and
(v) after giving effect to the Amendment, no Default or Event of
Default shall have occurred and be continuing.
SECTION 12. Representations and Warranties. Each of the
representations and warranties made by each of the Loan Parties in or pursuant
to the Loan Documents shall be true and correct in all material respects on and
as of the date hereof as if made as of the date hereof, except for
representations and warranties expressly stated to relate to a specific earlier
date, in which case such representations and warranties were true and correct in
all material respects as of such earlier date; provided, that each reference to
the Credit Agreement therein shall be deemed to be a reference to the Credit
Agreement after giving effect to this Amendment.
SECTION 13. Effect on the Loan Documents. (a) Except as specifically
amended above, the Credit Agreement and all other Loan Documents shall continue
to be in full force and effect and are hereby in all respects ratified and
confirmed.
8
(b) 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.
SECTION 14. Expenses. The U.S. Borrower agrees to pay or reimburse
the General Administrative Agent for all of its out-of-pocket costs and
reasonable expenses incurred in connection with this Amendment, any other
documents prepared in connection herewith and the transaction contemplated
hereby, including, without limitation, the reasonable fees and disbursements of
counsel to the General Administrative Agent.
SECTION 15. Affirmation of Subsidiary Guarantee and Credit
Agreement. The Subsidiary Guarantors hereby consent to this Amendment and hereby
confirm, reaffirm and restate that their obligations under or in respect of the
Subsidiary Guarantee and the documents related thereto to which they are a party
are and shall remain in full force and effect after giving effect to the
foregoing Amendment.
SECTION 16. GOVERNING LAW. 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.
SECTION 17. Severability. Any provision of this Amendment that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
SECTION 18. 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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.
XXXX CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Treasurer
LEAR CANADA
By: /s/ Xxxx Xxxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Plant Manager
XXXX CORPORATION SWEDEN AB
By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Executive Officer
XXXX FINANCIAL SERVICES (NETHERLANDS)
B.V.
By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Director
Signature Page to Lear First Amendment
JPMORGAN CHASE BANK, N.A., as General
Administrative Agent and a Lender
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Managing Director
BANK OF AMERICA, N.A., as
Syndication Agent and as a Lender
By: /s/ Xxxx XxXxxxxx
-------------------------------------
Name: Xxxx XxXxxxxx
Title: Senior Vice President
CITIBANK, N.A., as Documentation Agent
and as a Lender
By: /s/ Xxxxx Xxx
-------------------------------------
Name: Xxxxx Xxx
Title: Director
DEUTSCHE BANK AG NEW YORK BRANCH, as
Documentation Agent
By: /s/ Xxxxx X. Xxxx
-------------------------------------
Name: Xxxxx X. Xxxx
Title: Managing Director
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA, as Canadian
Administrative Agent and as a Lender
By: /s/ M. D. Xxxxx
-------------------------------------
Name: M.D. Xxxxx
Title: Agent Operations
Signature Page to Lear First Amendment
ABN AMRO Bank, N.V.
(Name of Lender)
By: /s/ Xxxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
Bank of China, New York Branch
(Name of Lender)
By: /s/ Xxxxxxxx Xx
-------------------------------------
Name: Xxxxxxxx Xx
Title: Deputy General Manager
Signature Page to Lear First Amendment
THE BANK OF NEW YORK
(Name of Lender)
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
Bank of Tokyo-Mitsubishi Trust Company
(Name of Lender)
By: /s/ Xxxxx Xxx
-------------------------------------
Name: Xxxxx Xxx
Title: Vice President
BAYERISCHE HYPO-UND VEREINSBANK AG,
NEW YORK BRANCH
(Name of Lender)
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx
Title: Managing Director
By: /s/ Xxxxxxxx Xxxxx
-------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Director
BNP Paribas
(Name of Lender)
By: /s/ Xxx Xxxx
------------------------------------
Name: Xxx Xxxx
Title: Managing Director
By: /s/ Xxxx Xxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
Signature Page to Lear First Amendment
Calyon New York Branch
(Name of Lender)
By: /s/ Xxx X. Xxxxx
--------------------------------
Name: Xxx X. Xxxxx
Title: Managing Director
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
Title: Director
Citibank, N.A., Canadian branch
(Name of Lender)
By: /s/ Niyousha Zarinpour
--------------------------------------
Name: Niyousha Zarinpour
Title: Authorized Signer
Comerica Bank
(Name of Lender)
By: /s/ Xxxxxx X. XxXxxxxxx
--------------------------------------
Name: Xxxxxx X. XxXxxxxxx
Title: Vice President
Signature Page to Lear First Amendment
CREDIT SUISSE, Cayman Islands Branch
(Formerly known as CREDIT SUISSE
FIRST BOSTON, acting through its
Cayman Islands Branch)
(Name of Lender)
By: /s/ Xxx Xxxxx
--------------------------------------
Name: Xxx Xxxxx
Title: Director
By: /s/ Xxxxxxx Xxxxxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxxxxx
Title: Associate
Fifth Third Bank
(Name of Lender)
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
HSBC Bank USA, N.A.
(Name of Lender)
By: /s/ Xxxxxxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Officer #9426, SVP
JPMORGAN CHASE BANK, N.A.,
TORONTO BRANCH
(Name of Lender)
By: /s/ Xxxx XxXxxxxx
--------------------------------------
Name: Xxxx XxXxxxxx
Title: Vice President
Signature Page to Lear First Amendment
XXXXXXX XXXXX BANK USA
(Name of Lender)
By: /s/ Xxxxx Xxxxx
--------------------------------------
Name: Xxxxx Xxxxx
Title: Director
Mizuho Corp. Bank, Ltd.
(Name of Lender)
By: /s/ Xxxxxx Xxxxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: SVP and team leader
THE NORTHERN TRUST COMPANY
(Name of Lender)
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
The Royal Bank of Scotland plc
(Name of Lender)
By: /s/ Xxxxx Xxxxxx-XxXxxxx
--------------------------------------
Name: Xxxxx Xxxxxx-XxXxxxx
Title: Senior Vice President
Signature Page to Lear First Amendment
Skandinaviska Enskilda Xxxxxx XX (publ)
(Name of Lender)
By: /s/ Xxxxx Xxxxxx
-----------------------------------
Name: Xxxxx Xxxxxx
Title: Authorised Signatory
By: /s/ Xxxxxx Xxxxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Authorised Signatory
Sumitomo Mitsui Banking Corporation
(Name of Lender)
By: /s/ Xxxxx X. Xxxx
-----------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
Sun Trust Bank
(Name of Lender)
By: /s/ Xxxxx Xxxxx
-----------------------------------
Name: Xxxxx Xxxxx
Title: Director
UBS Loan Finance LLC
(Name of Lender)
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Associate Director
Signature Page to Lear First Amendment
ACKNOWLEDGEMENT AND CONSENT
Each of the undersigned Subsidiary Guarantors hereby acknowledges
and consents to the foregoing Amendment.
LEAR OPERATIONS CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------
Title: Authorized Signatory
XXXX SEATING HOLDINGS CORP. #50
By: /s/ Xxxxxxx X. XxXxxxxxxx
-----------------------------------
Title: Authorized Signatory
XXXX CORPORATION XXXX AND INTERIORS
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------
Title: Authorized Signatory
LEAR TECHNOLOGIES, LLC
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------
Title: Authorized Signatory
LEAR MIDWEST AUTOMOTIVE, LIMITED
PARTNERSHIP
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------
Title: Authorized Signatory
XXXX AUTOMOTIVE (XXXX) SPAIN S.L.
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------
Title: Authorized Signatory
XXXX CORPORATION MEXICO, S.A. DE C.V.
By: /s/ Xxx Xxxxxxxxxxx
-----------------------------------
Title: Authorized Signatory
Signature Page to Lear First Amendment
SCHEDULE VII
INITIAL PLEDGED STOCK
Pct. of
Issuer Shares Shareholder
------------------------------------- ------- ------------------------------------
Xxxx Operations Corporation 100% Xxxx Corporation
Xxxx Seating Holdings Corp. #50 100% Xxxx Corporation
Xxxx Corporation XXXX and Interiors 100% Lear Operations Corporation
Xxxx Corporation Canada Ltd. 65% Xxxx Corporation
Lear Automotive (XXXX) Spain S.L. 100% Xxxx Corporation Holdings Spain X.X.
Xxxx Corporation Mexico, S.A. de C.V. 100% Lear Holdings S.r.l. de C.V.
