APPENDIX D Trade/Critical Vendor Agreement

• Jurisdiction: United States

APPENDIX D Trade/Critical Vendor Agreement

[__________], 2009

TO: [Vendor]

[Name]

[Address]

Dear Valued Supplier:

As you are no doubt aware, Lear Corporation and certain of its direct and indirect domestic subsidiaries (collectively, the "Company") filed voluntary petitions for relief under chapter 11 of the United Stated Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Case" and the Bankruptcy Court," respectively) on July 7, 2009 (the "Petition Date"). On the Petition Date, the Company requested the Bankruptcy Court's authority to pay certain suppliers in recognition of the importance of its relationship with such suppliers and its desire that the Bankruptcy Cases have as little effect on certain suppliers as possible. On [__________], the Bankruptcy Court entered an order (the "Order") authorizing the Company, under certain conditions, to pay pre-petition claims of certain trade creditors that agree to the terms set forth below and to be bound by the terms of the Order. A copy of the Order is enclosed.

In order to receive payment on pre-bankruptcy claims, each selected trade creditor must agree to continue to supply goods to the Company based on "Customary Trade Terms." In the Order, Customary Trade Terms are defined as the normal and customary trade terms, practices and programs (including, but not limited to, credit limits, pricing, cash discounts, timing of payments, allowances, rebates, coupon reconciliation, normal product mix and availability and other applicable terms and programs), which were most favorable to the Company and in effect between such trade creditor and the Company on a historical basis within 180 days of the Petition Date or such other trade terms as agreed by the Company and such trade creditors or such other trade terms, practices and programs that are at least as favorable as those that were in effect pre-petition.

For purposes of administration of this trade program as authorized by the Bankruptcy Court, the Company and you agree as follows:

1. The estimated balance of the pre-petition trade claim (net of any setoffs, credits or discounts) (the "Trade Claim") that the Company will provisionally pay you is $[__________].
2. You will provide open credit terms as follows (if more space is required, attach continuation pages):
3. The open trade balance or credit line that you will extend to the Company for shipment of post-petition goods is $[__________] (which shall not

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