1
EXHIBIT 99.5
FORM OF
AMENDMENT AND WAIVER
AMENDMENT AND WAIVER dated as of June 21, 1996 (the "Amendment and Waiver")
to the Amended and Restated Stockholders and Registration Rights Agreement
dated as of September 27, 1991, as amended as of March 31, 1994 (the
"Agreement"), among Lear Corporation (as successor to Lear Holdings
Corporation), a Delaware corporation (the "Company"), Lehman Brothers Merchant
Banking Portfolio Partnership L.P. (formerly Shearson Lehman Hutton Merchant
Banking Portfolio Partnership L.P.), a Delaware limited partnership, Lehman
Brothers Offshore Investment Partnership--Japan L.P. (formerly Shearson Lehman
Hutton Offshore Investment Partnership--Japan L.P.), a Bermuda limited
partnership, Lehman Brothers Offshore Investment Partnership L.P. (formerly
Shearson Lehman Hutton Offshore Investment Partnership L.P.), a Bermuda limited
partnership, and Lehman Brothers Capital Partners II, L.P. (formerly Shearson
Lehman Hutton Capital Partners II, L.P.), a Delaware limited partnership (each
a "Lehman Partnership" and, collectively, the "Lehman Group"), LBI Group Inc.
(formerly Shearson Lehman Hutton Merchant Banking Partners, Inc.), a Delaware
corporation, as the Lehman Group Representative (the "Lehman Group
Representative"), FIMA Finance Management Inc., a British Virgin Islands
corporation ("FIMA"), and the parties listed in Schedule A to the Agreement or
who became Management Investors pursuant to Section 6.10 thereof (the
"Management Investors" and, together with the Lehman Group and FIMA, the
"Investors").
The parties hereto agree as follows:
SECTION 1. Amendment. References to the "120-day period" in Section 4.3(a)
and 4.3(b) of the Agreement shall each be replaced with "90-day period."
SECTION 2. Waiver. The Holders, other than the Lehman Group and FIMA,
hereby waive their rights under Section 4.2 of the Agreement, including,
without limitation, their rights to participate in the public offering of
Shares by the Company, FIMA and the Lehman Group (the "Offering") contemplated
by the Registration Statement (Reg. No. 333-05807) filed with the Securities
and Exchange Commission on June 12, 1996, as the same may be amended or
supplemented (the "Registration Statement"), and their rights under the notice
provisions thereof with respect to the Offering. In addition, with respect to
the Offering, the Company and the Holders hereby waive the requirements of
Section 4.3(a) of the Agreement for every Holder other than the Lehman Group,
FIMA, each other Holder who serves as an executive officer of the Company on
the date hereof and their respective Permitted Transferees.
SECTION 3. Notice. The Company expects the Registration Statement relating
to the Offering to become effective on or about July 2, 1996. The preceding
sentence shall satisfy in full the notice requirements of Section 4.3(a) of the
Agreement with respect of the Offering.
2
SECTION 4. Effectiveness; Miscellaneous. (a) This Amendment and Waiver
shall become effective as of the date first set forth above.
(b) This Amendment and Waiver constitutes the entire agreement and
understanding of the parties with respect to the subject matter hereof and
supersedes any and all prior agreements and understandings, oral or written,
relating to the subject matter hereof.
(c) Section headings used herein are for convenience of reference only and
are not to affect the construction of, or to be taken into consideration in
interpreting, this Amendment and Waiver.
(d) The laws of the State of Delaware shall govern the interpretation,
validity and performance of the terms of this Amendment and Waiver, regardless
of the law that might be applied under applicable principles of conflicts of
laws.
(e) Each reference to a party hereto shall be deemed to include its
successors and assigns, all of whom shall be bound by this Amendment and Waiver
and to whose benefit the provisions of this Amendment and Waiver shall inure.
(f) This Amendment and Waiver may be executed in any number of
counterparts, each of which shall be an original but all of which, when taken
together, shall constitute but one instrument.
(g) Capitalized terms not otherwise defined herein shall have the meanings
ascribed to such terms in the Agreement.
(h) Except as specifically modified hereby, the Agreement shall continue
in full force and effect in accordance with the provisions thereof. As used
therein, the terms "Agreement", "herein", "hereunder", "hereinafter", "hereto",
"hereof" and words of similar import shall, unless the context otherwise
requires, refer to the Agreement as modified hereby.
IN WITNESS WHEREOF, the undersigned have executed this Amendment and Waiver
as of the date first set forth above.
LEAR CORPORATION
By________________________________________
Name: Joseph F. McCarthy
Title: Vice President, Secretary and
General Counsel
-2-
3
As Holders of a majority of the Shares
held by the Lehman Partnerships and their
respective Permitted Transferees:
Lehman Brothers Merchant Banking Portfolio
Partnership L.P.
By_______________________________
Name:
Title:
Lehman Brothers Capital
Partners II, L.P.
By_______________________________
Name:
Title:
Lehman Brothers Offshore
Investment Partnership LP.
By_______________________________
Name:
Title:
Lehman Brothers Offshore
Investment Partnership-Japan LP.
By_______________________________
Name:
Title:
-3-
4
As Holders of a majority of the Shares
held by FIMA and its Permitted Transferees:
FIMA Finance Management, Inc.
By_______________________________
Name:
Title:
As Holders of a majority of the Shares
held by Management Investors and their
respective Permitted Transferees:
_________________________________
Name: John Boerger
Shares of Common Stock:__________
_________________________________
Name: P. Burke
Shares of Common Stock:__________
_________________________________
Name: Jimmie Comer
Shares of Common Stock:__________
_________________________________
Name: G.H. Dunze
Shares of Common Stock:__________
_________________________________
Name: M.R. Edwards
Shares of Common Stock:__________
-4-
5
_________________________________
Name: C.E. Fisher
Shares of Common Stock:__________
_________________________________
Name: A.J. Goscinski
Shares of Common Stock:__________
_________________________________
Name: J.A. Hollars
Shares of Common Stock:__________
_________________________________
Name: L.R. Haskell
Shares of Common Stock:__________
_________________________________
Name: L.K. Hensley
Shares of Common Stock:__________
_________________________________
Name: T.B. Henstock
Shares of Common Stock:__________
_________________________________
Name: R.G. Hodgson
Shares of Common Stock:__________
_________________________________
Name: R.B. Hopkins, Jr.
Shares of Common Stock:__________
-5-
6
_________________________________
Name: G.G. Harris
Shares of Common Stock:__________
_________________________________
Name: W.G. Jamieson
Shares of Common Stock:__________
_________________________________
Name: E.F. Kozlowski
Shares of Common Stock:__________
_________________________________
Name: W.A. Ludwig
Shares of Common Stock:__________
_________________________________
Name: T.E. Melson
Shares of Common Stock:__________
_________________________________
Name: R.T. Murphy
Shares of Common Stock:__________
_________________________________
Name: R.E. Rossiter
Shares of Common Stock:__________
_________________________________
Name: R.B. Smith, Jr.
Shares of Common Stock:__________
-6-
7
_________________________________
Name: D.J. Stebbins
Shares of Common Stock:__________
_________________________________
Name: R.G. Tancredi
Shares of Common Stock:__________
_________________________________
Name: J.E. Thompson
Shares of Common Stock:__________
_________________________________
Name: M.P. Tepfenhart
Shares of Common Stock:__________
_________________________________
Name: J.H. Vandenberghe
Shares of Common Stock:__________
_________________________________
Name: A.H. Vartanian
Shares of Common Stock:__________
__________________________________
Name: J. Wainwright
Shares of Common Stock:___________
_________________________________
Name: K.L. Way
Shares of Common Stock:___________
-7-
8
Permitted Transferees:
________________________________________
Name: Michele J. Wainwright
(Permitted Transferee of
J. Wainwright)
Shares of Common Stock: _______________
________________________________________
Name: Carolyn L. Hodgson
Shares of Common Stock: _______________
-8-