EXHIBIT 3.13
THIRD AMENDMENT
THIS THIRD AMENDMENT, dated as of September 30, 2003, (this
"Amendment") to the Limited Partnership Agreement of Lear Midwest Automotive,
Limited Partnership (f/k/a Lear Kentucky, L.P.), a Delaware limited partnership
(the "LP"), dated as of December 31, 1997 (as amended, supplemented or otherwise
modified from time to time, the "LP Agreement") by Lear Corporation Mendon, a
Delaware corporation (the "General Partner") and Lear Operations Corporation, a
Delaware corporation and successor in interest to Lear Midwest, Inc., a Kentucky
corporation (the "Limited Partner" and together with the General Partner, the
"Partners").
WHEREAS, on September 30, 2003, Lear Midwest, Inc. was merged with and
into Lear Operations Corporation, a Delaware corporation ("LOC"), with LOC
remaining as the surviving entity;
WHEREAS, the Partners desire to amend the LP Agreement to reflect LOC
as the new limited partner, as successor in interest to Lear Midwest, Inc.,
under the LP Agreement;
NOW THEREFORE, the Partners hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms defined
in the LP Agreement and used herein shall have the meaning given to them in the
LP Agreement.
2. Amendments to the LP Agreement.
(a) The introductory paragraph to the LP Agreement is
hereby amended by deleting it in its entirety and inserting in lieu thereof the
following:
"This AGREEMENT OF LIMITED PARTNERSHIP (this "Agreement") is entered
into this 31st day of December, 1997, by and between Lear Operations
Corporation, a Delaware corporation, as the Limited Partner, and Lear
Corporation Mendon, a Delaware corporation, as the General Partner, pursuant to
the provisions of the Delaware Revised Uniform Limited Partnership Act, on the
following terms and conditions."
(b) Exhibit A to the LP Agreement is hereby amended by
deleting it in its entirety and inserting in lieu thereof Exhibit A attached
hereto.
3. Effectiveness. This Amendment shall become effective as of
September 30, 2003.
4. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF DELAWARE.
5. Binding Effect. This Amendment shall be binding upon and inure
to the benefit of the Partners and their respective heirs, legatees, legal
representatives, successors, transferees and assigns.
IN WITNESS WHEREOF, the Partners have executed this Amendment
as of the day first above set forth.
LEAR OPERATIONS CORPORATION
By: /s/ Daniel A. Ninivaggi
-----------------------------
Print Name: Daniel A. Ninivaggi
Its: Vice President, Secretary and
General Counsel
LEAR CORPORATION MENDON
By: /s/ Daniel A. Ninivaggi
------------------------------
Print Name: Daniel A. Ninivaggi
Its: Vice President and Secretary
EXHIBIT A
AGREEMENT OF LIMITED PARTNERSHIP
OF
LEAR MIDWEST AUTOMOTIVE, LIMITED PARTNERSHIP
(f/k/a LEAR KENTUCKY, L.P.)
A DELAWARE LIMITED PARTNERSHIP
GROSS ASSET
VALUE OF
CAPITAL PROPERTY PERCENTAGE
NAMES CONTRIBUTIONS CONTRIBUTED INTEREST
- ----------------------------------------------------------------------------
LIMITED PARTNER:
Lear Operations See Schedule A1 $ 30,766,000
Corporation See Schedule A2 $156,428,893 99.9%
- -------------------------------------------------------------------------
GENERAL PARTNER:
Lear Corporation $ 30,797 $ 30,797
Mendon $ 156,585 $ 156,585 0.1%
- -------------------------------------------------------------------------
TOTALS $ 187,382,275 $187,382,275 100%
SCHEDULE A1
1. All of Lear Operations Corporation's ("LOC") right, title and interest
in real property located at 12510 Westport Road, Louisville, Kentucky
40241 (the "Louisville Facility"), together with all assets and
tangible personal property of LOC used in connection with the operation
of the Louisville Facility of every kind and description, real,
personal and mixed, wherever located and whether or not reflected on
the books and records of LOC, including, without limitation:
a. All buildings located at the Louisville Facility;
b. All equipment, computer hardware and software, machinery,
tools, electronics, appliances, spare parts, supplies,
vehicles and furniture located at or used in connection with
the Louisville Facility;
c. All work-in-progress and inventory of every sort and in any
medium related to the Louisville Facility;
d. All of LOC's right, title and interest in and claims or
obligations under any contracts or agreements relating to
assets or properties used in connection with the operation of
the Louisville Facility or employees of the Louisville
Facility;
e. Any bank accounts and funds contained therein relating to the
Louisville Facility; and
f. All other assets, properties and rights of every kind and
nature owned or held by LOC and used in or relating to the
operation of the Louisville Facility on the date hereof, known
or unknown, fixed or unfixed, whether or not specifically
referred to in this Agreement;
provided, however, that the Assets shall not include patented
and proprietary designs, materials, know-how, customer
relations, manufacturing techniques and systems, or any other
intellectual property that may be employed by Lear Kentucky in
manufacturing, marketing and selling automotive or light truck
components.
2. All of LOC's right, title and interest in real property located at 850
Industrial Road, P.O. Box 1167, Madisonville, Kentucky 42431 (the
"Madisonville Facility"), together with all assets and tangible
personal property of LOC used in connection with the operation of the
Madisonville Facility of every kind and description, real, personal and
mixed, wherever located and whether or not reflected on the books and
records of LOC, including, without limitation:
a. All buildings located at the Madisonville Facility;
b. All equipment, computer hardware and software, machinery,
tools, electronics, appliances, spare parts, supplies,
vehicles and furniture located at or used in connection with
the Madisonville Facility;
c. All work-in-progress and inventory of every sort and in any
medium related to the Madisonville Facility;
d. All of LOC's right, title and interest in and claims or
obligations under any contracts or agreements relating to
assets or properties used in connection with the operation of
the Madisonville Facility or employees of the Madisonville
Facility;
e. Any bank accounts and funds contained therein relating to the
Madisonville Facility; and
f. All other assets, properties and rights of every kind and
nature owned or held by LOC and used in or relating to the
operation of the Madisonville Facility on the date hereof,
known or unknown, fixed or unfixed, whether or not
specifically referred to in this Agreement;
provided, however, that the Assets shall not include patented
and proprietary designs, materials, know-how, customer
relations, manufacturing techniques and systems, or any other
intellectual property that may be employed by Lear Kentucky in
manufacturing, marketing and selling automotive or light truck
components.
SCHEDULE A2
1. All of LOC's right, title and interest in real property located at 2821
Muth Court, Sheboygan, Wisconsin 53082 (the "Sheboygan F&A Facility"),
together with all assets and tangible personal property of LOC used in
connection with the operation of the Sheboygan F&A Facility of every
kind and description, real, personal and mixed, wherever located and
whether or not reflected on the books and records of LOC, including,
without limitation:
a. All buildings located at the Sheboygan F&A Facility;
b. All equipment, computer hardware and software, machinery,
tools, electronics, appliances, spare parts, supplies,
vehicles and furniture located at or used in connection with
the Sheboygan F&A Facility;
c. All work-in-progress and inventory of every sort and in any
medium related to the Sheboygan F&A Facility;
d. All of LOC's right, title and interest in and claims or
obligations under any contracts or agreements relating to
assets or properties used in connection with the operation of
the Sheboygan F&A Facility or employees of the Sheboygan F&A
Facility;
e. Any bank accounts and funds contained therein relating to the
Sheboygan F&A Facility; and
f. All other assets, properties and rights of every kind and
nature owned or held by LOC and used in or relating to the
operation of the Sheboygan F&A Facility on the date hereof,
known or unknown, fixed or unfixed, whether or not
specifically referred to in this Agreement;
provided, however, that the Assets shall not include patented
and proprietary designs, materials, know-how, customer
relations, manufacturing techniques and systems, or any other
intellectual property that may be employed by Lear Kentucky in
manufacturing, marketing and selling automotive or light truck
components.
2. All of LOC's right, title and interest in real property located at 2907
North 21st Street, Sheboygan, Wisconsin (the "Sheboygan Manufacturing
Facility"), together with all assets and tangible personal property of
LOC used in connection with the operation of the Sheboygan
Manufacturing Facility of every kind and description, real, personal
and mixed, wherever located and whether or not reflected on the books
and records of LOC, including, without limitation:
a. All buildings located at the Sheboygan Manufacturing Facility;
b. All equipment, computer hardware and software, machinery,
tools, electronics, appliances, spare parts, supplies,
vehicles and furniture located at or used in connection with
the Sheboygan Manufacturing Facility;
c. All work-in-progress and inventory of every sort and in any
medium related to the Sheboygan Manufacturing Facility;
d. All of LOC's right, title and interest in and claims or
obligations under any contracts or agreements relating to
assets or properties used in connection with the operation of
the Sheboygan Manufacturing Facility or employees of the
Sheboygan Manufacturing Facility;
e. Any bank accounts and funds contained therein relating to the
Sheboygan Manufacturing Facility; and
f. All other assets, properties and rights of every kind and
nature owned or held by LOC and used in or relating to the
operation of the Sheboygan Manufacturing Facility on the date
hereof, known or unknown, fixed or unfixed, whether or not
specifically referred to in this Agreement;
provided, however, that the Assets shall not include patented
and proprietary designs, materials, know-how, customer
relations, manufacturing techniques and systems, or any other
intellectual property that may be employed by Lear Kentucky in
manufacturing, marketing and selling automotive or light truck
components.
3. All of LOC's right, title and interest in real property located at 2924
South 31st Street, Sheboygan, Wisconsin (the "Substrates Facility"),
together with all assets and tangible personal property of LOC used in
connection with the operation of the Substrates Facility of every kind
and description, real, personal and mixed, wherever located and whether
or not reflected on the books and records of LOC, including, without
limitation:
a. All buildings located at the Substrates Facility;
b. All equipment, computer hardware and software, machinery,
tools, electronics, appliances, spare parts, supplies,
vehicles and furniture located at or used in connection with
the Substrates Facility;
c. All work-in-progress and inventory of every sort and in any
medium related to the Substrates Facility;
d. All of LOC's right, title and interest in and claims or
obligations under any contracts or agreements relating to
assets or properties used in connection with the operation of
the Substrates Facility or employees of the Substrates
Facility;
e. Any bank accounts and funds contained therein relating to the
Substrates Facility; and
f. All other assets, properties and rights of every kind and
nature owned or held by LOC and used in or relating to the
operation of the Substrates Facility on the date hereof, known
or unknown, fixed or unfixed, whether or not specifically
referred to in this Agreement;
provided, however, that the Assets shall not include patented
and proprietary designs, materials, know-how, customer
relations, manufacturing techniques and systems, or any other
intellectual property that may be employed by Lear Kentucky in
manufacturing, marketing and selling automotive or light truck
components.
4. All of LOC's right, title and interest in real property located at 3708
Enterprise Drive, Janesville, Wisconsin 53546 (the "Janesville
Facility"), together with all assets and tangible personal property of
LOC used in connection with the operation of the Janesville Facility of
every kind and description, real, personal and mixed, wherever located
and whether or not reflected on the books and records of LOC,
including, without limitation:
a. All buildings located at the Janesville Facility;
b. All equipment, computer hardware and software, machinery,
tools, electronics, appliances, spare parts, supplies,
vehicles and furniture located at or used in connection with
the Janesville Facility;
c. All work-in-progress and inventory of every sort and in any
medium related to the Janesville Facility;
d. All of LOC's right, title and interest in and claims or
obligations under any contracts or agreements relating to
assets or properties used in connection with the operation of
the Janesville Facility or employees of the Janesville
Facility;
e. Any bank accounts and funds contained therein relating to the
Janesville Facility; and
f. All other assets, properties and rights of every kind and
nature owned or held by LOC and used in or relating to the
operation of the Janesville Facility on the date hereof, known
or unknown, fixed or unfixed, whether or not specifically
referred to in this Agreement;
provided, however, that the Assets shall not include patented
and proprietary designs, materials, know-how, customer
relations, manufacturing techniques and systems, or any other
intellectual property that may be employed by Lear Kentucky in
manufacturing, marketing and selling automotive or light truck
components.