Supplemental Indenture No. 2 to Indenture dated as of August 3, 2004

Exhibit 10.5

Supplemental Indenture

No. 2

to

Indenture dated as of August 3, 2004

     This SUPPLEMENTAL INDENTURE NO. 2 to INDENTURE (this “Supplemental Indenture”) is entered into among Xxxx Corporation, a Delaware corporation (the “Company”), Lear Operations Corporation, a Delaware corporation (“LOC”), Xxxx Seating Holdings Corp. # 50, a Delaware corporation (“Lear No. 50”), Xxxx Corporation XXXX and Interiors, a Delaware corporation (“Lear Interiors”), Lear Automotive (XXXX) Spain S.L., an entity organized under the laws of Spain (“Lear Spain”), Xxxx Corporation Mexico, S.A. de C.V., an entity organized under the laws of Mexico (“Lear Mexico”), Xxxx Corporation (Germany) Ltd., a Delaware corporation (“Lear Germany”), Lear Automotive Dearborn, Inc., a Delaware corporation (“Lear Dearborn”), and The Bank of New York Trust Company, N.A., a national banking association (as successor to BNY Midwest Trust Company), as Trustee (the “Trustee”).

RECITALS

     WHEREAS, the Company, LOC, Lear No. 50, Lear Interiors, Lear Spain, Xxxx Mexico, Lear Germany and the Trustee are parties to that certain Indenture dated as of August 3, 2004, as supplemented by Supplemental Indenture No. 1 thereto dated as of December 15, 2005 (the “Indenture”), providing for the issuance and delivery by the Company of its 5 3/4% Senior Notes due 2014 (the “Notes”);

     WHEREAS, Lear Dearborn, an indirect subsidiary of the Company, will become, concurrently with the execution and delivery of this Supplemental Indenture, a guarantor under the Senior Credit Facilities; and

     WHEREAS, pursuant to Section 10.06 of the Indenture, any subsidiary of the Company that becomes a guarantor under the Senior Credit Facilities is required to become a Guarantor under the Indenture;

     NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows for the benefit of each other party and for the equal and ratable benefit of the Holders of the Notes:

     Section 1. GUARANTEE.

     For value received, Lear Dearborn hereby agrees to become a party to the Indenture as a Guarantor under and pursuant to Article 10 of the Indenture and to jointly and severally unconditionally guarantee to each Holder and the Trustee (a) the due and punctual payment in full of principal of and interest on the Notes when due, whether at stated maturity, upon acceleration, redemption or otherwise, (b) the due and punctual payment in full of interest on the overdue principal of and, to the extent permitted by law, interest on the Notes, and (c) the due and punctual payment of all other Obligations of the Company and the other Guarantors to the Holders and the Trustee under the Indenture and the Notes, including, without limitation, the payment of fees, expenses, indemnification or other amounts.

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     Section 2. MISCELLANEOUS.

     2.1. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     2.2. Confirmation of the Indenture. Except as amended hereby, the Indenture shall remain in full force and effect and is hereby ratified and confirmed in all respects.

     2.3. Multiple Counterparts. The parties may sign multiple counterparts of this Supplemental Indenture. Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement.

     2.4. Separability. Each provision of this Supplemental Indenture shall be considered separable and if for any reason any provision which is not essential to the effectuation of the basic purpose of this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     2.5. Headings. The captions of the various section headings of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

     2.6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantors.

     2.7. Definitions. All terms defined in the Indenture shall have the same meaning in this Supplemental Indenture unless otherwise defined herein.

[signature page follows]

     IN WITNESS WHEREOF, the parties hereto caused this Supplemental Indenture to be duly executed as of this 25th day of April, 2006.

	XXXX CORPORATION
	By:	/s/ Xxxxx X. Xxxxxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxxxxx
		Title:	Vice Chairman and Chief Financial Officer
	LEAR OPERATIONS CORPORATION
	By:	/s/ Xxxxx X. Xxxxxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxxxxx
		Title:	Executive Vice President
	XXXX SEATING HOLDINGS CORP. # 50
	By:	/s/ Xxxxx X. Xxxxxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxxxxx
		Title:	President
	XXXX CORPORATION XXXX AND INTERIORS
	By:	/s/ Xxxxx X. Xxxxxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxxxxx
		Title:	President
	LEAR AUTOMOTIVE (XXXX) SPAIN S.L.
	By:	/s/ Xxxx Xxxxxxxxx
		Name:	Xxxx Xxxxxxxxx
		Title:	Director

	XXXX CORPORATION MEXICO, S.A. de C.V.
	By:	/s/ Xxxxx X. Xxxxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxxxx
		Title:	President
	XXXX CORPORATION (GERMANY) LTD.
	By:	/s/ Xxxxx X. Xxxxxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxxxxx
		Title:	President
	XXXX AUTOMOTIVE DEARBORN, INC.
	By:	/s/ Xxxxx X. Xxxxxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxxxxx
		Title:	President
	THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
	By:	/s/ Xxxxxx Ellanger
		Name:	Xxxxxx Ellanger
		Title:	Assistant Vice President