Common use of ACKNOWLEDGEMENT AND CONSENT Clause in Contracts

ACKNOWLEDGEMENT AND CONSENT. The undersigned Issuer referred to in the Share Pledge Agreement hereby acknowledges receipt of a copy thereof, as amended by this Amendment, and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees that it shall not, without the prior written consent of the Agent, issue any shares or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any shares or other equity securities of any nature. The undersigned further agrees that the terms of paragraph 9(b) of the Share Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of Section 9 of the Share Pledge Agreement. Dated: _______________, 199_ Address for Notices: LEAR ▇▇▇TING CANADA LTD. Lear ▇▇▇ting Canada Ltd. 530 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ By: ___________________________ Name: Title: Telephone: (519) ▇▇▇-▇▇▇▇ ▇▇▇simile: (519) ▇▇▇-▇▇▇▇ 73 SCHEDULE I LIST OF PLEDGED SHARE CERTIFICATES Certificate Class and Issuer Number Number of Shares ----------------------------------------------------------------------------------------- Lear ▇▇▇ting Canada Ltd. P-__ 10,747 preference Lear ▇▇▇ting Canada Ltd. C-__ 170,682 common EXHIBIT F FORM OF OPINION OF WINSTON & STRA▇▇ [LETTERHEAD OF WINSTON & STRA▇▇] ______________, 199_ Chemical Bank, as Agent 270 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇d each of the Banks parties to the Credit Agreement referred to below We have acted as special counsel to Lear ▇▇▇ting Corporation, a Delaware corporation (the "Borrower"), Lear ▇▇▇rations Corporation, a Delaware corporation ("Newco"), NAB Corporation, a Delaware corporation ("NAB Co.") and Automotive Industries Manufacturing Inc., a Delaware corporation ("New AIHI") in connection with the First Amendment and Consent, dated as of December 8, 1995 (the "First Amendment"), to the Credit Agreement, dated as of August 17, 1995 (as amended, supplemented or otherwise modified, the "Credit Agreement"), among the Borrower, the financial institutions parties thereto (the "Banks"), Chemical Bank, as administrative agent for the Banks (in such capacity, the "Agent"), and the Managing Agents, Co-Agents and Lead Managers (collectively, the "Lead Banks") named therein. The opinions expressed below are furnished to you pursuant to Section 5(l) of the First Amendment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. In arriving at the opinions expressed below,

ACKNOWLEDGEMENT AND CONSENT. The undersigned Issuer referred to in the Share Pledge Agreement San Francisco Company hereby acknowledges receipt and consents to the above and foregoing Request for Consent to Increase, dated as of a copy thereof, as amended by this Amendment, and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees that it shall not, without the prior written consent of the Agent, issue any shares or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any shares or other equity securities of any nature. The undersigned further agrees that the terms of paragraph 9(b) of the Share Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of Section 9 of the Share Pledge Agreement. Dated: _______________, 199_ Address for Notices: LEAR ▇▇▇TING CANADA LTD. Lear ▇▇▇ting Canada Ltd. 530 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ By: ________________________, 200___ , and agrees that any and all of its obligations under or on account of the Loan Documents are and remain in full force and effect unaffected by or on account of the Amended and Restated Secured Credit Agreement, all as of August 11, 2005, as amended by the First Amendment to the Amended and Restated Secured Credit Agreement, as of August 10, 2006. THE SAN FRANCISCO COMPANY, a Delaware Corporation By: ------------------------------ Printed Name: -------------------- (SEAL) Title: Telephone--------------------------- Exhibit D EXHIBIT O FORM OF REQUEST FOR ADDITIONAL LENDER Wells Fargo Bank, N.A., Agent Attention: (519) Holly Rieser MAC N2790-142 10▇ ▇▇▇-th Hanley Road, Suite 1400 St. Louis, ▇▇▇▇▇▇▇▇ ▇3105 Dear Ms. ▇▇▇▇▇▇: ▇▇ hereby refer to the Amended and Restated Se▇▇▇▇▇ ▇▇▇simile: ▇it Agreement dated as of August 11, 2005 (519) as extended, renewed, amended or restated from time to time, the "Credit Agreement"), among First Banks, Inc., a Missouri corporation ("Borrower"), the Lenders party thereto, and Wells Fargo Bank, National Association, in its separate capacity as t▇▇ ▇▇▇-▇▇▇▇ 73 SCHEDULE I LIST OF PLEDGED SHARE CERTIFICATES Certificate Class ent. Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement. In accordance with Section 5.3.2 of the Credit Agreement, we hereby give you notice of, and Issuer Number Number request your consent to, the assumption on [insert date], by [insert new Lender name] (the "Additional Lender") of Shares ----------------------------------------------------------------------------------------- Lear ▇▇▇ting Canada Ltd. P-__ 10,747 preference Lear ▇▇▇ting Canada Ltd. C-__ 170,682 common EXHIBIT F FORM OF OPINION OF WINSTON & STRA▇▇ [LETTERHEAD OF WINSTON & STRA▇▇] a Revolving Credit Commitment Amount in the amount of $_______________ and all related rights, 199_ Chemical Bankbenefits, as Agent 270 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇obligations, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇d each liabilities and indemnities of the Banks parties to the Credit Agreement referred to below We have acted as special counsel to Lear ▇▇▇ting Corporation, a Delaware corporation (the "Borrower"), Lear ▇▇▇rations Corporation, a Delaware corporation ("Newco"), NAB Corporation, a Delaware corporation ("NAB Co.") Lender under and Automotive Industries Manufacturing Inc., a Delaware corporation ("New AIHI") in connection with the First Amendment and Consent, dated as of December 8, 1995 (the "First Amendment"), to the Credit Agreement, dated as of August 17, 1995 (as amended, supplemented or otherwise modifiedpursuant to this "Request for Additional Lender." After giving effect to such assumption, the "Credit Agreement")Additional Lender shall have ___% of the aggregate amount of the Total Revolving Loan Commitment Amount, among or $__________. The Additional Lender agrees that, upon receiving the Borrowerconsent of the Agent to such assumption, the financial institutions parties thereto (Additional Lender will be bound by the "Banks"), Chemical Bank, as administrative agent for the Banks (in such capacity, the "Agent"), and the Managing Agents, Co-Agents and Lead Managers (collectively, the "Lead Banks") named therein. The opinions expressed below are furnished to you pursuant to Section 5(l) terms of the First Amendment. Unless otherwise defined herein, terms defined in the Credit Agreement as fully and used herein shall have to the meanings given to them same extent as if the Additional Lender were a Lender originally holding such interest in the Credit Agreement. In arriving at Attached to this Request for Additional Lender as Attachment A is a completed administrative questionnaire, in the opinions expressed below,form supplied by Agent, setting forth the administrative details for the Additional Lender.

ACKNOWLEDGEMENT AND CONSENT. The undersigned Issuer referred to in the Share Pledge Agreement hereby acknowledges receipt of a copy thereof, of the foregoing Supplement and the Pledge Agreement referred to therein (the "Pledge Agreement"). The undersigned agrees for the ratable benefit of the Administrative Agent and the Lenders as amended by this Amendment, and agrees to follows: The undersigned will be bound thereby by the terms of the Pledge Agreement and to will comply with the such terms thereof insofar as such terms are applicable to itthe undersigned. The undersigned agrees that it shall not, without will notify the prior written consent Administrative Agent promptly in writing of the Agent, issue any shares or other equity securities occurrence of any nature or to issue any other securities convertible into or granting of the right to purchase or exchange for any shares or other equity securities of any nature. The undersigned further agrees that the terms of events described in paragraph 9(b5(a) of the Share Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of Section 9 of the Share Pledge Agreementits partnership interests. Dated: _______________, 199_ Address for Notices: LEAR ▇▇▇TING CANADA LTD. Lear ▇▇▇ting Canada Ltd. 530 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ [NAME OF NEW ISSUER] By: :___________________________ Name: Title: Telephone: (519) ▇▇▇-▇▇▇▇ ▇▇▇simile: (519) ▇▇▇-▇▇▇▇ 73 SCHEDULE I LIST OF PLEDGED SHARE CERTIFICATES Certificate Class and Issuer Number Number of Shares ----------------------------------------------------------------------------------------- Lear ▇▇▇ting Canada Ltd. P-__ 10,747 preference Lear ▇▇▇ting Canada Ltd. C-__ 170,682 common EXHIBIT F FORM OF OPINION OF WINSTON & STRA▇▇ [LETTERHEAD OF WINSTON & STRA▇▇] :________________________ Title:_________________________ EXHIBIT B TO ComVideo PLEDGE AGREEMENT ------------------------- Authorization Statement ____________ __, 1991997 To: Home Link Communications of Princeton, L.P. ________________________________ Chemical ________________________________ ________________________________ You are hereby instructed to register the pledge of the following uncertificated security as follows: All general partnership, limited partnership and other ownership interests of the undersigned in Home Link Communications of Princeton, L.P. Pledgor Pledgee ------- ------- ComVideo Systems, Inc. First Union National Bank, _____________________ as Administrative Agent 270 _____________________ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇-▇▇ _____________________ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ _____________________ Attn: Syndication Agency Services _____________________ _____________________ Very truly yours, COMVIDEO SYSTEMS, INC. By:___________________________ Name:_________________________ Title:________________________ ______________________________ EXHIBIT C TO PLEDGE AGREEMENT ---------------- Transaction Statement --------------------- ___________ __, 1997 To: ComVideo Systems, Inc. ______________________ ______________________ ______________________ ______________________ ______________________ ______________________ and First Union National Bank, as Administrative Agent ▇▇▇ ▇▇▇▇▇ ▇▇d each of the Banks parties to the Credit Agreement referred to below We have acted as special counsel to Lear ▇▇▇ting Corporation, a Delaware corporation (the "Borrower"), Lear ▇▇ ▇▇▇rations Corporation▇▇▇ One First Union Center, TW-19 Charlotte, North Carolina 28288-0735 Attention: Syndication Agency Services This statement is to advise you that a Delaware corporation ("Newco"), NAB Corporation, a Delaware corporation ("NAB Co.") and Automotive Industries Manufacturing Inc., a Delaware corporation ("New AIHI") pledge of the following uncertificated securities has been registered in connection with the name of First Amendment and Consent, dated as of December 8, 1995 (the "First Amendment"), to the Credit Agreement, dated as of August 17, 1995 (as amended, supplemented or otherwise modified, the "Credit Agreement"), among the Borrower, the financial institutions parties thereto (the "Banks"), Chemical Union National Bank, as administrative agent for the Banks (in such capacity, the "Administrative Agent"), and the Managing Agents, Co-Agents and Lead Managers (collectively, the "Lead Banks") named therein. The opinions expressed below are furnished to you pursuant to Section 5(l) of the First Amendment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. In arriving at the opinions expressed below,:

ACKNOWLEDGEMENT AND CONSENT. The undersigned Issuer referred have heretofore executed and delivered to in H▇▇▇▇▇ Trust and Savings Bank a Guaranty and a Security Agreement dated as of March 15, 2002 and certain mortgages and deeds of trust securing, among other things, the Share Pledge obligations under the Stake Credit Agreement hereby acknowledges receipt of a copy thereof, as amended by this Amendment, and agrees to be bound thereby and to comply with Sunrich Facility Agreement (the terms thereof insofar as such terms are applicable to it"Collateral Documents"). The undersigned agrees hereby acknowledge and agree that it shall notthe Liens created and provided for by the Collateral Documents secure, without among other things, the prior written consent Obligations arising under the Agreement set forth above; and the Collateral Documents and the rights and remedies of the AgentSecured Party thereunder, issue the obligations of the undersigned thereunder, and the Liens created and provided for thereunder remain in full force and effect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any shares manner affect or other equity securities impair the priority of any nature or the liens and security interests created and provided for by the Collateral Documents as to issue any other securities convertible into or granting the right indebtedness which would be secured thereby prior to purchase or exchange for any shares or other equity securities of any naturegiving effect to this Agreement. The undersigned further agrees acknowledge that the terms of paragraph 9(b) of Lenders are relying on the Share Pledge Agreement shall apply assurances provided herein in extending credit to itthe Borrower. SUNRICH FOOD GROUP, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of Section 9 of the Share Pledge AgreementINC. Dated: _______________, 199_ Address for Notices: LEAR By /s/ A▇▇▇TING CANADA LTD▇ ▇. Lear ▇▇▇ting Canada Ltd. 530 ▇▇ -------------------------------------- Name A▇▇▇▇ ▇. ▇▇▇▇▇ Title President/CEO SUNRICH, INC. By /s/ R▇▇▇▇ ▇▇▇▇▇▇▇ -------------------------------------- Name R▇▇▇▇ ▇▇▇▇▇▇▇ Title Secretary NORTHERN FOOD AND DAIRY, INC. By /s/ L▇▇▇▇ ▇▇▇▇▇▇▇▇ -------------------------------------- Name L▇▇▇▇ ▇▇▇▇▇▇▇▇ Title CFO NORDIC ASEPTIC, INC. By /s/ L▇▇▇▇ ▇▇▇▇▇▇▇▇ -------------------------------------- Name L▇▇▇▇ ▇▇▇▇▇▇▇▇ Title Secretary - Treasurer VIRGINIA MATERIALS INC. By /s/ S▇▇▇▇▇ ▇▇▇▇▇▇▇ -------------------------------------- Name S▇▇▇, ▇▇ ▇▇▇▇▇▇▇ Title Secretary STAKE TECHNOLOGY (U.S.A.), INC. By /s/ J▇▇▇▇▇ ▇▇▇▇▇▇▇ By: -------------------------------------- Name J▇▇▇▇▇ ▇▇▇▇▇▇▇ Title________________________________ Name: Title: Telephone: (519) STAKE TECH LP By /s/ S▇▇▇-▇▇▇▇ ▇▇▇simile: (519) ▇▇▇-▇▇▇▇ 73 SCHEDULE I LIST OF PLEDGED SHARE CERTIFICATES Certificate Class and Issuer Number Number of Shares ----------------------------------------------------------------------------------------- Lear -------------------------------------- Name S▇▇▇ting Canada Ltd. P-__ 10,747 preference Lear ▇▇ ▇▇▇ting Canada Ltd. C-__ 170,682 common EXHIBIT F FORM OF OPINION OF WINSTON & STRA▇▇▇▇ [LETTERHEAD OF WINSTON & STRATitle Director STAKE TECHNOLOGY LLC By /s/ R▇▇] ▇▇ ▇▇▇▇▇▇▇ -------------------------------------- Name R▇▇▇▇ ▇▇▇▇▇▇▇ Title________________________________ EXHIBIT A NOTICE OF BORROWING Date: __________, 199____ Chemical Bank, as Agent 270 ▇▇▇▇ ▇To: H▇▇▇▇▇ ▇▇▇ ▇▇▇▇Trust and Savings Bank, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇d each of as Administrative Agent for the Banks Lenders parties to the Credit Agreement referred to below We have acted as special counsel to Lear ▇▇▇ting Corporation, a Delaware corporation (the "Borrower"), Lear ▇▇▇rations Corporation, a Delaware corporation ("Newco"), NAB Corporation, a Delaware corporation ("NAB Co.") and Automotive Industries Manufacturing Inc., a Delaware corporation ("New AIHI") in connection with the First Amendment and Consent, dated as of December 8November 25, 1995 (the "First Amendment"), to the Credit Agreement, dated as of August 17, 1995 2002 (as amendedextended, supplemented renewed, amended or otherwise modifiedrestated from time to time, the "Credit Agreement"), among the BorrowerStake Acquisition Corp., the financial institutions parties thereto certain Lenders which are signatories thereto, and H▇▇▇▇▇ Trust and Savings Bank, as Administrative Agent Ladies and Gentlemen: The undersigned, Stake Acquisition Corp. (the "BanksBorrower"), Chemical Bank, as administrative agent for refers to the Banks (in such capacityCredit Agreement, the "Agent")terms defined therein being used herein as therein defined, and the Managing Agentshereby gives you notice irrevocably, Co-Agents and Lead Managers (collectively, the "Lead Banks") named therein. The opinions expressed below are furnished to you pursuant to Section 5(l) 1.4 of the First Amendment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. In arriving at , of the opinions expressed Borrowing specified below,:

ACKNOWLEDGEMENT AND CONSENT. The undersigned Each Issuer referred to in the Share foregoing Pledge Agreement hereby acknowledges acknowledge receipt of a copy thereof, as amended by this Amendment, thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned Each Issuer agrees that it shall not, without to notify the prior written consent Administrative Agent promptly in writing of the Agent, issue any shares or other equity securities occurrence of any nature or to issue any other securities convertible into or granting of the right to purchase or exchange for any shares or other equity securities events described in Section 5(a) of any naturethe Pledge Agreement. The undersigned Each Issuer further agrees that the terms of paragraph 9(bSection 9(c) of the Share Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of Section 9 of the Share Pledge Agreement. DatedCARTER'S DE SAN ▇▇▇▇▇, INC. By: _______________, 199_ Address for Notices: LEAR ▇▇▇TING CANADA LTD. Lear ▇▇▇ting Canada Ltd. 530 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ By: ___________________________ Name: Title: TelephoneCARTERCO, S.A. By: (519) ▇▇▇-▇▇▇▇ ▇▇▇simile: (519) ▇▇▇-▇▇▇▇ 73 SCHEDULE I LIST OF PLEDGED SHARE CERTIFICATES Certificate Class and Issuer Number Number of Shares ----------------------------------------------------------------------------------------- Lear ▇▇▇ting Canada Ltd. P-__ 10,747 preference Lear ▇▇▇ting Canada Ltd. C-__ 170,682 common EXHIBIT F FORM OF OPINION OF WINSTON & STRA▇▇ [LETTERHEAD OF WINSTON & STRA▇▇] __________________________________ Name: Title: CARTER'S ▇▇ ▇▇▇▇▇▇▇▇, 199▇.▇. By: __________________________________ Chemical BankName: Title: SCHEDULE I Company Pledge Agreement DESCRIPTION OF PLEDGED STOCK Class Stock Certi- No. of Issuer of Stock ficate No. Shares ------ -------- ---------- ------ SCHEDULE II Company Pledge Agreement ADDRESS OF COMPANY ▇▇▇▇▇▇ Holdings, as Agent 270 Inc. c/o Gibson, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇d each of the Banks parties to the Credit Agreement referred to below We have acted as special counsel to Lear Attention: ▇▇▇ting Corporation, a Delaware corporation (the "Borrower"), Lear ▇▇▇rations Corporation▇ ▇. ▇▇▇▇▇▇▇, Esq./ ▇▇▇▇▇▇▇▇▇▇▇ ▇'▇▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ With a Delaware corporation copy to: The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Company ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Suite 400 Morrow, Georgia 30260 Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Telecopy: ("Newco")▇▇▇) ▇▇▇-▇▇▇▇ With a copy to: ▇▇▇▇▇▇, NAB Corporation▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, a Delaware corporation ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇, Esq. Telecopy: ("NAB Co."▇▇▇) and Automotive Industries Manufacturing Inc., a Delaware corporation ("New AIHI"▇▇▇-▇▇▇▇ EXHIBIT H to CREDIT AGREEMENT FORM OF LETTER OF CREDIT PARTICIPATION CERTIFICATE [Date] [Name of Participating Lender] [Address of Participating Lender] Dear Sirs: Pursuant to subsection 3.8(b) in connection with the First Amendment and Consent, dated as of December 8, 1995 (the "First Amendment"), to the Credit Agreement, dated as of August 17October __, 1995 1996 (as the same may from time to time be amended, supplemented or otherwise modified, the "Credit Agreement"), among the Borrower, the financial institutions parties thereto (the "Banks"), Chemical Bank, as administrative agent for the Banks (in such capacity, the "Agent"), and the Managing Agents, Co-Agents and Lead Managers (collectively, the "Lead Banks") named therein. The opinions expressed below are furnished to you pursuant to Section 5(l) of the First Amendment. Unless otherwise defined herein, ; terms defined in the Credit Agreement and being used herein shall have with their respective defined meanings) among TWCC Acquisition Corp. (to be merged with and into The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Company), the meanings given Lenders parties thereto, Bankers Trust Company, as syndication agent, ▇▇▇▇▇▇▇ Sachs Credit Partners L.P., as documentation agent and The Chase Manhattan Bank, as Administrative Agent, the undersigned hereby acknowledges receipt from you on the date hereof of the L/C Participating Interest in the amount of _______________ DOLLARS ($_________) in the following Letter of Credit and the L/C Application relating thereto: [Describe Letter of Credit (i.e. Letter of Credit number, face amount, date of issuance and beneficiary)] Very truly yours, THE CHASE MANHATTAN BANK, as Issuing Lender By:_____________________________ Name: Title: EXHIBIT I TO CREDIT AGREEMENT FORM OF SWING LINE LOAN PARTICIPATION CERTIFICATE [Date] [Name of Lender] ________________ ________________ Dear Sirs: Pursuant to them in subsection 3.4(c) of the Credit Agreement. In arriving at , dated as of October __, 1996 among TWCC Acquisition Corp. (to be merged with and into The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Company), the opinions expressed below,several lenders (the "Lenders") parties thereto and The Chase Manhattan Bank, as Administrative Agent for the Lenders, the undersigned hereby acknowledges receipt from you of $__________ as payment for a participating interest in the following Swing Line Loan: Date of Swing Line Loan: ______________________________________ Principal Amount of Swing Line Loan: __________________________ Very truly yours, THE CHASE MANHATTAN BANK, as Swing Line Lender By:_____________________________ Name: Title: EXHIBIT J TO CREDIT AGREEMENT

ACKNOWLEDGEMENT AND CONSENT. The undersigned Issuer Company referred to in the Share foregoing Pledge Agreement hereby acknowledges receipt of a copy thereof, as amended by this Amendment, thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned Company agrees that it shall not, without to notify the prior written consent Administrative Agent promptly in writing of the Agent, issue any shares or other equity securities occurrence of any nature or to issue any other securities convertible into or granting of the right to purchase or exchange for any shares or other equity securities events described in Section 5(a) of any naturethe Pledge Agreement. The undersigned Company further agrees that the terms of paragraph 9(bSection 9(c) of the Share Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of Section 9 of the Share Pledge Agreement. DatedTWCC ACQUISITION CORP. By: _______________, 199_ Address for Notices: LEAR ▇▇▇TING CANADA LTD. Lear ▇▇▇ting Canada Ltd. 530 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ By: ___________________________ Name: Title: Telephone: (519) SCHEDULE I Holdings Pledge Agreement DESCRIPTION OF PLEDGED STOCK Class Stock Certi- No. of Issuer of Stock ficate No. Shares ------ -------- ---------- ------ SCHEDULE II Holdings Pledge Agreement ADDRESS OF PLEDGOR ▇▇▇-▇▇▇▇ ▇▇▇simile: (519) ▇▇▇-Holdings, Inc. c/o Gibson, ▇▇▇▇ 73 SCHEDULE I LIST OF PLEDGED SHARE CERTIFICATES Certificate Class and Issuer Number Number of Shares ----------------------------------------------------------------------------------------- Lear & ▇▇▇ting Canada Ltd. P-__ 10,747 preference Lear ▇▇▇ting Canada Ltd. C-__ 170,682 common EXHIBIT F FORM OF OPINION OF WINSTON & STRA▇▇ [LETTERHEAD OF WINSTON & STRALLP ▇▇] ______________, 199_ Chemical Bank, as Agent 270 ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇d each of the Banks parties to the Credit Agreement referred to below We have acted as special counsel to Lear Attention: ▇▇▇ting Corporation, a Delaware corporation (the "Borrower"), Lear ▇▇▇rations Corporation▇ ▇. ▇▇▇▇▇▇▇, Esq./ ▇▇▇▇▇▇▇▇▇▇▇ ▇'▇▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ With a Delaware corporation copy to: The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Company ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Suite 400 Morrow, Georgia 30260 Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ With a copy to: ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇, Esq. Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ EXHIBIT G-2 TO CREDIT AGREEMENT FORM OF COMPANY PLEDGE AGREEMENT Agreement (this "NewcoAgreement"), NAB Corporation, a Delaware corporation ("NAB Co.") and Automotive Industries Manufacturing Inc., a Delaware corporation ("New AIHI") in connection with the First Amendment and Consent, dated as of December 8October __, 1995 1996, made by TWCC ACQUISITION CORP., a Massachusetts corporation (to be merged with and into The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Company, the "Company"), in favor of THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent (in such capacity, the "Administrative Agent"), for the several lenders (the "First AmendmentLenders"), ) from time to time parties to the Credit Agreement, dated as of August 17, 1995 the date hereof (as amended, supplemented or otherwise modifiedmodified from time to time, the "Credit Agreement"), among the BorrowerCompany, the financial institutions parties thereto (the "Banks"), Chemical Bank, as administrative agent for the Banks (in such capacity, the "Agent"), Lenders and the Managing Agents, Co-Agents and Lead Managers (collectively, the "Lead Banks") named therein. The opinions expressed below are furnished to you pursuant to Section 5(l) of the First Amendment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. In arriving at the opinions expressed below,Administrative Agent.

ACKNOWLEDGEMENT AND CONSENT. The Each of the undersigned Issuer Issuers referred to in the Share Pledge Agreement hereby acknowledges acknowledge receipt of a copy thereof, as amended by this Amendment, and agrees agree to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees that it shall not, without the prior written consent Each of the Agent, issue any shares or other equity securities undersigned agree to notify the Agent promptly in writing of the occurrence of any nature or to issue any other securities convertible into or granting of the right to purchase or exchange for any shares or other equity securities events described in paragraph 5(a) of any naturethe Pledge Agreement. The Each of the undersigned further agrees agree that the terms of paragraph 9(b9(c) of the Share Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of Section 9 of the Share Pledge Agreement. Dated: AUTOMOTIVE INDUSTRIES MANUFACTURING INC. By:_______________, 199_ Address for Notices: LEAR ▇▇▇TING CANADA LTD. Lear ▇▇▇ting Canada Ltd. 530 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ By: ___________________________ Name: Title: Telephone: (519) ▇▇▇-▇▇▇▇ ▇▇▇simile: (519) ▇▇▇-▇▇▇▇ 73 SCHEDULE I LIST OF PLEDGED SHARE CERTIFICATES Certificate Class and Issuer Number Number of Shares ----------------------------------------------------------------------------------------- Lear ▇▇▇ting Canada Ltd. P-__ 10,747 preference Lear ▇▇▇ting Canada Ltd. C-__ 170,682 common EXHIBIT F FORM OF OPINION OF WINSTON & STRA▇▇ [LETTERHEAD OF WINSTON & STRA▇▇] LEAR OPERATIONS CORPORATION By:______________, 199_________________ Chemical Bank, as Agent 270 Title: NAB CORPORATION By:_______________________________ Title: 69 SCHEDULE I DESCRIPTION OF PLEDGED STOCK Class of Stock No. of Pct. of Issuer Stock Certificate No. Shares Shares ------ -------- --------------- ------ ------ Progress Pattern Corp. Common 2 100 100% Lear Plastics Corp. Common 2 100 100% LS Acquisition Common 1 100 100% Corporation No. 24 LS Acquisition Corp. No. 14 Common 3 100 100% Lear ▇▇▇▇ ting Holdings Corp. Common 3 100 100% No. 50 Automotive Industries Common 1 100 100% Manufacturing Inc. Lear ▇▇▇▇▇▇ ▇▇▇ rations Corporation Common 1 100 100% NAB Corporation Common 1 100 100% Lear ▇▇▇▇, ▇ting Common 10501- 19,500 65% Swed▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇d each of the Banks parties to the Credit Agreement referred to below We have acted as special counsel to Lear 70 EXHIBIT E FORM OF FIRST AMENDMENT TO LEAR ▇▇▇ting Corporation, a Delaware corporation (the "Borrower"), Lear ▇▇▇rations Corporation, a Delaware corporation ("Newco"), NAB Corporation, a Delaware corporation ("NAB Co.") and Automotive Industries Manufacturing Inc., a Delaware corporation ("New AIHI") in connection with the First Amendment and ConsentTING CANADA LTD. SHARE PLEDGE AGREEMENT FIRST AMENDMENT, dated as of December 8____________, 1995 199__ (the this "First Amendment"), to the Credit Lear ▇▇▇ting Canada Ltd. Share Pledge Agreement, dated as of August 17, 1995 (as amended, supplemented or otherwise modified, the "Credit Share Pledge Agreement"), among the Borrowermade by Lear ▇▇▇ting Corporation, the financial institutions parties thereto a Delaware corporation (the "BanksPledgor"), in favor of Chemical Bank, as administrative agent for the Banks (in such capacity, the "Agent"), and the Managing Agents, Co-Agents and Lead Managers (collectively, the "Lead Banks") named therein. The opinions expressed below are furnished to you pursuant to Section 5(l) of the First Amendment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. In arriving at the opinions expressed below,.

ACKNOWLEDGEMENT AND CONSENT. The undersigned Each Issuer of Pledged Stock referred to in the Share foregoing Pledge Agreement hereby acknowledges receipt of a copy thereof, as amended by this Amendment, thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. Each Issuer agrees to notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Paragraph 6(c) of the Pledge Agreement. CCA INTERNATIONAL, INC. By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- TECHNICAL AND BUSINESS INSTITUTE OF AMERICA, INC. By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- TRANSCOR AMERICA, INC. By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- CONCEPT INCORPORATED By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- CORRECTION MANAGEMENT AFFILIATES, INC. By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- CORRECTIONAL SERVICES GROUP, INC. By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- ACKNOWLEDGEMENT AND CONSENT BY EACH PARTNERSHIP The undersigned agrees partners of the Partnership referred to in the foregoing Pledge Agreement (a) hereby acknowledge receipt of a copy thereof, (b) hereby acknowledge and consent to the pledge of the Pledgor's interest in the Partnership pursuant thereto and upon exercise by the Administrative Agent of its remedies thereunder and at the option of the Administrative Agent, the substitution of the Administrative Agent as a partner in the Partnership, and (c) agree that it shall not, the Administrative Agent may freely assign its interest thereunder without the prior written further consent of the Agentpartners. ----------------------------, issue any shares or other equity securities ----------------------------, Partner of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any shares or other equity securities Partner of any nature. The undersigned further agrees that the terms of paragraph 9(b) of the Share ------------------ ------------------ --------------------------- --------------------------- SCHEDULE I To Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of Section 9 of the Share Pledge Agreement. Dated: _______________, 199_ Address for Notices: LEAR ▇▇▇TING CANADA LTD. Lear ▇▇▇ting Canada Ltd. 530 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ By: ___________________________ Name: Title: Telephone: (519) ▇▇▇-▇▇▇▇ ▇▇▇simile: (519) ▇▇▇-▇▇▇▇ 73 SCHEDULE I LIST ---------- DESCRIPTION OF PLEDGED SHARE CERTIFICATES STOCK Subsidiaries ------------ Issuer Class of Stock Certificate Class and Issuer Number Number No. No. of Shares ----------------------------------------------------------------------------------------- Lear ▇▇▇ting Canada Ltd. P-__ 10,747 preference Lear ▇▇▇ting Canada Ltd. C-__ 170,682 common EXHIBIT F FORM ------ -------------- --------------- ------------- CCA Inter- Common Stock national, Inc. $.01 per value 01 1,000 Concept Common Stock Incorporated $10.00 per value 100 20,882 Correction Management Common Stock Affiliates, Inc. no par value 006 100 Correctional Services Group, Common Stock Inc. $1.00 par value 003 100 Technical and Business Institute of Common Stock America, Inc. no par value 1 1,000 Transcor Common Stock America, Inc. $.01 par value 100 1,300,000 DESCRIPTION OF OPINION OF WINSTON & STRA▇▇ [LETTERHEAD OF WINSTON & STRA▇▇] ______________, 199_ Chemical Bank, as Agent 270 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇d each of the Banks parties to the Credit Agreement referred to below We have acted as special counsel to Lear ▇▇▇ting Corporation, a Delaware corporation (the "Borrower"), Lear ▇▇▇rations Corporation, a Delaware corporation ("Newco"), NAB Corporation, a Delaware corporation ("NAB Co.") and Automotive Industries Manufacturing Inc., a Delaware corporation ("New AIHI") in connection with the First Amendment and Consent, dated as of December 8, 1995 (the "First Amendment"), to the Credit Agreement, dated as of August 17, 1995 (as amended, supplemented or otherwise modified, the "Credit Agreement"), among the Borrower, the financial institutions parties thereto (the "Banks"), Chemical Bank, as administrative agent for the Banks (in such capacity, the "Agent"), and the Managing Agents, Co-Agents and Lead Managers (collectively, the "Lead Banks") named therein. The opinions expressed below are furnished to you pursuant to Section 5(l) of the First Amendment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. In arriving at the opinions expressed below,PARTNERSHIP INTEREST Partnerships ------------ Partnership Partnership Interest ----------- --------------------

ACKNOWLEDGEMENT AND CONSENT. The undersigned Issuer Issuers referred to in the Share foregoing Borrower Pledge Agreement hereby acknowledges acknowledge receipt of a copy thereof, as amended by this Amendment, thereof and agrees agree to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees that it shall not, without Issuers agree to notify the prior written consent Administrative Agent promptly in writing of the Agent, issue any shares or other equity securities occurrence of any nature or to issue any other securities convertible into or granting of the right to purchase or exchange for any shares or other equity securities events described in paragraph 5(a) of any naturethe Borrower Pledge Agreement. The undersigned Issuers further agrees agree that the terms of paragraph 9(b9(c) of the Share Borrower Pledge Agreement shall apply to itthem, mutatis mutandis, with respect to all actions that may be ------- -------- required of it them under or pursuant to or arising out of Section paragraph 9 of the Share Borrower Pledge Agreement. DatedDAL-TILE CORPORATION By: _______________, 199_ Address for Notices: LEAR ▇▇▇TING CANADA LTD. Lear ▇▇▇ting Canada Ltd. 530 ▇/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ By: ___________________________ Name: ---------------------------------------------- Title: Telephone: (519) ▇▇▇-▇▇▇▇ ▇▇▇simile: (519) ▇▇▇-▇▇▇▇ 73 Executive Vice President, Assistant Secretary and Chief Financial Officer SCHEDULE I LIST to Borrower Pledge Agreement ---------------- DESCRIPTION OF PLEDGED SHARE CERTIFICATES Certificate Class and Issuer Number STOCK (DOMESTIC SUBSIDIARIES) ---------------------------------------------------- Percentage of Number of Outstanding Class Stock Total No. of Shares ----------------------------------------------------------------------------------------- Lear ▇▇▇ting Canada Ltd. P-__ 10,747 preference Lear ▇▇▇ting Canada Ltd. C-__ 170,682 common EXHIBIT F FORM OF OPINION OF WINSTON & STRA▇▇ [LETTERHEAD OF WINSTON & STRA▇▇] ______________, 199_ Chemical Bank, as Agent 270 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇d each Shares of Certificate Outstanding Owned by Owned by Issuer Stock No. Shares the Banks parties to Pledgor the Credit Agreement referred to below We have acted as special counsel to Lear ▇▇▇ting Corporation, a Delaware corporation (the "Borrower"), Lear ▇▇▇rations Corporation, a Delaware corporation ("Newco"), NAB Corporation, a Delaware corporation ("NAB Co.") and Automotive Industries Manufacturing Inc., a Delaware corporation ("New AIHI") in connection with the First Amendment and Consent, dated as of December 8, 1995 (the "First Amendment"), to the Credit Agreement, dated as of August 17, 1995 (as amended, supplemented or otherwise modified, the "Credit Agreement"), among the Borrower, the financial institutions parties thereto (the "Banks"), Chemical Bank, as administrative agent for the Banks (in such capacity, the "Agent"), and the Managing Agents, CoPledgor -------------------------------------------------------------------------------------------- Dal-Agents and Lead Managers (collectively, the "Lead Banks") named therein. The opinions expressed below are furnished to you pursuant to Section 5(l) of the First Amendment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. In arriving at the opinions expressed below,Tile Corporation Common 1 500 500 50% Dal-Tile Corporation Common 2 500 500 50% --------------------------------------------------------------------------------------------

ACKNOWLEDGEMENT AND CONSENT. The undersigned Issuer referred to in the Share Pledge Agreement San Francisco Company hereby acknowledges receipt and consents to the above and foregoing Request for Consent to Increase, dated as of a copy thereof, as amended by this Amendment, and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees that it shall not, without the prior written consent of the Agent, issue any shares or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any shares or other equity securities of any nature. The undersigned further agrees that the terms of paragraph 9(b) of the Share Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of Section 9 of the Share Pledge Agreement. Dated: ________________________, 199_ Address for Notices: LEAR ▇▇▇TING CANADA LTD200__, and agrees that any and all of its obligations under or on account of the Loan Documents are and remain in full force and effect unaffected by or on account of the Secured Credit Agreement as of August 8, 2007. Lear ▇▇▇ting Canada Ltd. 530 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇THE SAN FRANCISCO COMPANY, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ a Delaware Corporation By: :_______________________________________ Printed Name: Title: Telephone: (519) ▇▇▇-▇▇▇▇ ▇▇▇simile: (519) ▇▇▇-▇▇▇▇ 73 SCHEDULE I LIST OF PLEDGED SHARE CERTIFICATES Certificate Class and Issuer Number Number of Shares ----------------------------------------------------------------------------------------- Lear ▇▇▇ting Canada Ltd. P-__ 10,747 preference Lear ▇▇▇ting Canada Ltd. C-__ 170,682 common EXHIBIT F FORM OF OPINION OF WINSTON & STRA▇▇ [LETTERHEAD OF WINSTON & STRA▇▇] :______________, 199_______________ Chemical (SEAL) Title:____________________________________ EXHIBIT 2.1.2 C FORM OF REQUEST FOR ADDITIONAL LENDER Wells Fargo Bank, as N.A., Agent 270 Attention: Catherine M. Morrissey MAC N2▇▇▇-▇42 100 South Hanley Road, Suite 1400 ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇3105 Dear Ms. ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇ is made to that certain Secured Cred▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇d each dated as of the Banks parties August 8, 2007, as amended, supplemented or otherwise modified to the date hereof (said Credit Agreement referred to below We have acted Agreement, as special counsel to Lear ▇▇▇ting Corporationso amended, supplemented or otherwise modified, being the "Credit Agreement," the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among First Banks, Inc., a Delaware Missouri corporation (the "Borrower"), Lear ▇▇▇rations Corporation, a Delaware corporation the financial institutions listed therein as Lenders (the "NewcoLenders"), NAB Corporation, a Delaware corporation ("NAB Co.") and Automotive Industries Manufacturing Inc., a Delaware corporation ("New AIHI") in connection with the First Amendment and Consent, dated as of December 8, 1995 (the "First Amendment"), to the Credit Agreement, dated as of August 17, 1995 (as amended, supplemented or otherwise modified, the "Credit Agreement"), among the Borrower, the financial institutions parties thereto (the "Banks"), Chemical Wells Fargo Bank, National Association, as administrative agent for the Banks Agent (in such capacity, the "Agent"), and the Managing Agents, Co-Agents and Lead Managers (collectively, the "Lead Banks") named therein. The opinions expressed below are furnished to you pursuant to Section 5(l) of the First Amendment. Unless Te▇▇▇ used but not otherwise defined herein, terms defined in the Credit Agreement and herein are used herein shall have the meanings given to them as defined in the Credit Agreement. In arriving at accordance with Section 2.1.2 of the opinions expressed below,Credit Agreement, we hereby give you notice of, and request your consent to, the assumption on [insert date], by [insert new Lender name] (the "Additional Lender") of a Revolving Credit Commitment Amount in the amount of $____________ and all related rights, benefits, obligations, liabilities and indemnities of a Lender under and in connection with the Credit Agreement, pursuant to this "Request for Additional Lender." After giving effect to such assumption, the Additional Lender shall have ___% of the aggregate amount of the Total Revolving Loan Commitment Amount, or $__________. The Additional Lender agrees that, upon receiving the consent of the Agent to such assumption, the Additional Lender will be bound by the terms of the Credit Agreement as fully and to the same extent as if the Additional Lender were a Lender originally holding such interest in the Credit Agreement. Attached to this Request for Additional Lender as Attachment A is a completed administrative questionnaire, in the form supplied by Agent, setting forth the administrative details for the Additional Lender.

ACKNOWLEDGEMENT AND CONSENT. The undersigned Each Issuer referred to in the Share foregoing Pledge Agreement hereby acknowledges receipt of a copy thereof, as amended by this Amendment, and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned Each Issuer agrees that it shall not, without to notify the prior written consent Administrative Agent promptly in writing of the Agent, issue any shares or other equity securities occurrence of any nature or to issue any other securities convertible into or granting of the right to purchase or exchange for any shares or other equity securities events described in paragraph 5(a) of any naturethe Pledge Agreement. The undersigned Each Issuer further agrees that the terms of paragraph 9(bparagraphs 9(a) and 9(c) of the Share Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of Section paragraph 9 of the Share Pledge Agreement. Dated: DIAMOND WIRE & CABLE CO. By:_______________, 199_ Address for Notices: LEAR ▇▇▇TING CANADA LTD. Lear ▇▇▇ting Canada Ltd. 530 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ By: ___________________________ Name: Title: Telephone: (519) ▇▇▇-▇▇▇▇ ▇▇▇simile: (519) ▇▇▇-▇▇▇▇ 73 SCHEDULE I LIST OF PLEDGED SHARE CERTIFICATES Certificate Class and Issuer Number Number of Shares ----------------------------------------------------------------------------------------- Lear ▇▇▇ting Canada Ltd. P-__ 10,747 preference Lear ▇▇▇ting Canada Ltd. C-__ 170,682 common EXHIBIT F FORM OF OPINION OF WINSTON & STRA▇▇ [LETTERHEAD OF WINSTON & STRA▇▇] ESSEX GROUP EXPORT INC. By:______________________________ Name: Title: ESSEX INTERNATIONAL, 199INC. By:_____________________________ Chemical BankName: Title: ESSEX INTERNATIONAL, as Agent 270 INC. By:_____________________________ Name: Title: US SAMICA CORPORATION By:____________________________ Name: Title: Address for Notices for each of the above Issuers: c/o Essex Group, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇d each of the Banks parties to the Credit Agreement referred to below We have acted as special counsel to Lear , Indiana 46802 Telecopy: ▇▇▇ting Corporation-▇▇▇-▇▇▇▇ SCHEDULE 1 To Pledge Agreement DESCRIPTION OF PLEDGED STOCK Stock Class of Certificate No. of State of Issuer Stock No. Shares Incorporation ------ -------- ----------- ------ ------------ Essex Common 1 100 Delaware International, Inc. US Samica Common 3 43,200 Vermont Corporation Diamond Wire & Common 1 25 Illinois Cable Co. Essex Export Common 1 650 U.S. Virgin Company, Inc. Islands (predecessor to Essex Group Export Inc.) Interstate Common B-2 42.656 Delaware Industries Holdings Inc. EXHIBIT D-2 FORM OF HOLDINGS PLEDGE AGREEMENT HOLDINGS PLEDGE AGREEMENT, dated as of October 31, 1996, made by BCP/ESSEX HOLDINGS INC., a Delaware corporation (the "BorrowerPledgor"), Lear ▇▇▇rations Corporationin favor of THE CHASE MANHATTAN BANK, a Delaware corporation as administrative agent (in such capacity, the "Newco"), NAB Corporation, a Delaware corporation ("NAB Co.Administrative Agent") and Automotive Industries Manufacturing Inc., a Delaware corporation ("New AIHI") in connection with for the First Amendment and Consent, dated as of December 8, 1995 lenders (the "First AmendmentLenders"), ) parties to the Credit Agreement, dated as of August 17October 31, 1995 1996 (as amended, supplemented or otherwise modifiedmodified from time to time, the "Credit Agreement"), among the BorrowerPledgor, the financial institutions parties thereto Essex Group, Inc., a Michigan corporation (the "BanksIssuer"), Chemical Bank, as administrative agent for the Banks (in such capacity, the "Agent"), Lenders and the Managing Agents, Co-Agents and Lead Managers (collectively, the "Lead Banks") named therein. The opinions expressed below are furnished to you pursuant to Section 5(l) of the First Amendment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. In arriving at the opinions expressed below,Administrative Agent.

ACKNOWLEDGEMENT AND CONSENT. The undersigned Each Issuer of Pledged Stock referred to in the Share foregoing Pledge Agreement greement hereby acknowledges receipt of a copy thereof, as amended by this Amendment, thereof and agrees to be bound thereby hereby and to comply with the terms thereof insofar as such terms are applicable pplicable to it. The undersigned Each Issuer agrees that it shall not, without to notify the prior written consent Administrative Agent romptly in writing of the Agent, issue any shares or other equity securities occurrence of any nature or to issue any other securities convertible into or granting of the right to purchase or exchange for any shares or other equity securities events described in Section (a) of any naturethe Pledge Agreement. The undersigned Each United States Subsidiary further agrees that the he terms of paragraph 9(b) Section 9 of the Share Pledge Agreement shall apply to it, mutatis mutandis------- utandis, with respect to all actions that may be required of it under or pursuant ------- ursuant to or arising out of Section 9 of the Share Pledge Agreement. DatedACC LONG DISTANCE CORP. By: _______________, 199_ Address for Notices: LEAR /s/ ▇▇▇TING CANADA LTD▇ ▇. Lear ▇▇▇ting Canada Ltd. 530 ▇▇▇▇▇▇▇ ▇----------------------------- Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ----------------------------- Title: Controller ----------------------------- ACC NATIONAL TELECOM CORP. By: ___________________________ Name: Title: Telephone: (519) ▇▇▇-/s/ ▇▇▇▇ ▇▇▇simile: (519) ▇▇▇-▇▇▇▇ 73 SCHEDULE I LIST OF PLEDGED SHARE CERTIFICATES Certificate Class and Issuer Number Number of Shares ----------------------------------------------------------------------------------------- Lear ▇▇▇ting Canada Ltd. P-__ 10,747 preference Lear ▇▇▇ting Canada Ltd. C-__ 170,682 common EXHIBIT F FORM OF OPINION OF WINSTON & STRA▇▇ [LETTERHEAD OF WINSTON & STRA▇▇] ______________, 199_ Chemical Bank, as Agent 270 ▇▇▇▇ . ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ----------------------------- Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ ----------------------------- Title: Controller ----------------------------- ACC RADIO CORP. By: /s/ ▇▇▇▇ ▇▇d each of the Banks parties to the Credit Agreement referred to below We have acted as special counsel to Lear . ▇▇▇ting Corporation, a Delaware corporation (the "Borrower"), Lear ▇▇▇ ----------------------------- Name: ▇▇▇rations Corporation, a Delaware corporation ("Newco"), NAB Corporation, a Delaware corporation ("NAB Co.") and Automotive Industries Manufacturing Inc., a Delaware corporation ("New AIHI") in connection with the First Amendment and Consent, dated as of December 8, 1995 (the "First Amendment"), to the Credit Agreement, dated as of August 17, 1995 (as amended, supplemented or otherwise modified, the "Credit Agreement"), among the Borrower, the financial institutions parties thereto (the "Banks"), Chemical Bank, as administrative agent for the Banks (in such capacity, the "Agent"), and the Managing Agents, Co-Agents and Lead Managers (collectively, the "Lead Banks") named therein▇ ▇. The opinions expressed below are furnished to you pursuant to Section 5(l) of the First Amendment▇▇▇▇▇▇ ----------------------------- Title: Controller ----------------------------- ACC NATIONAL LONG DISTANCE CORP. Unless otherwise defined herein, terms defined in the Credit By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ ----------------------------- Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ ----------------------------- Title: Controller ----------------------------- ACC TELENTERPRISES LTD. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ ----------------------------- Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ ----------------------------- Title: Assisstant Controller ----------------------------- ACC LONG DISTANCE U.K. LTD. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ -------------------------------- Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ ------------------------------ Title: Attorney ----------------------------- SCHEDULE 1 To Pledge Agreement and used herein shall have the meanings given to them in the Credit Agreement. In arriving at the opinions expressed below,--------- DESCRIPTION OF PLEDGED STOCK United States Subsidiaries --------------------------

ACKNOWLEDGEMENT AND CONSENT. The undersigned Each Issuer of Pledged Stock referred to in the Share foregoing Pledge Agreement hereby acknowledges receipt of a copy thereof, as amended by this Amendment, thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned Each Issuer agrees that it shall not, without to notify the prior written consent Administrative Agent promptly in writing of the Agent, issue any shares or other equity securities occurrence of any nature or to issue any other securities convertible into or granting of the right to purchase or exchange for any shares or other equity securities events described in Section 5(a) of any naturethe Pledge Agreement. The undersigned Each United States Subsidiary further agrees that the terms of paragraph 9(b) Section 9 of the Share Pledge Agreement shall apply to it, mutatis mutandis, with ------- -------- respect to all actions that may be required of it under or pursuant to or arising out of Section 9 of the Share Pledge Agreement. DatedACC LONG DISTANCE OF MASSACHUSETTS CORP. By: __/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ ---------------------------- Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ -------------------------- Title: Controller ------------------------- SCHEDULE 1 To Pledge Agreement --------- DESCRIPTION OF PLEDGED STOCK United States Subsidiaries -------------------------- Issuer Class of Stock Certificate No. No. of Shares ------ -------------- --------------- ------------- ACC Long Distance of Massachusetts Corp. Common 2 1 PLEDGE AGREEMENT SUPPLEMENT --------------------------- PLEDGE AGREEMENT SUPPLEMENT, dated as of _____________, 199_ Address for Notices: LEAR ▇▇▇TING CANADA LTD. Lear ▇▇▇ting Canada Ltd. 530 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇(the "Supplement"), ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ By: ___________________________ Name: Title: Telephone: (519) ▇▇▇-▇▇▇▇ ▇▇▇simile: (519) ▇▇▇-▇▇▇▇ 73 SCHEDULE I LIST OF PLEDGED SHARE CERTIFICATES Certificate Class and Issuer Number Number of Shares ----------------------------------------------------------------------------------------- Lear ▇▇▇ting Canada Ltd. P-__ 10,747 preference Lear ▇▇▇ting Canada Ltd. C-__ 170,682 common EXHIBIT F FORM OF OPINION OF WINSTON & STRA▇▇ [LETTERHEAD OF WINSTON & STRA▇▇] ______________, 199_ Chemical Bank, as Agent 270 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇d each of the Banks parties to the Credit Agreement referred to below We have acted as special counsel to Lear ▇▇▇ting Corporationmade by ACC National Long Distance Corp., a Delaware corporation ----------- (the "BorrowerPledgor"), Lear ▇▇▇rations Corporationin favor of First Union National Bank of North Carolina, a Delaware corporation ("Newco"), NAB Corporation, a Delaware corporation ("NAB Co.") and Automotive Industries Manufacturing Inc., a Delaware corporation ("New AIHI") in connection with the First Amendment and Consent, dated as of December 8, 1995 (the "First Amendment"), to the Credit Agreement, dated as of August 17, 1995 (as amended, supplemented or otherwise modified, the "Credit Agreement"), among the Borrower, the financial institutions parties thereto (the "Banks"), Chemical Bank------- national banking corporation, as administrative agent for the Banks Administrative Agent (in such capacity, the "Administrative Agent"), and under the Managing Agents, Co-Agents and Lead Managers Credit Agreement (collectively, the "Lead Banks") named therein. The opinions expressed below are furnished to you pursuant to Section 5(l) of the First Amendment. Unless otherwise defined herein, terms as defined in the Credit Pledge --------------------- Agreement referred to below) for the benefit of itself and used herein shall have the meanings given to them in the Credit Agreement. In arriving at the opinions expressed below,Lenders (as so defined).

ACKNOWLEDGEMENT AND CONSENT. The undersigned Issuer referred Each of the Undersigned does hereby acknowledge and consent to in the Share Pledge Agreement foregoing Amendment. Each of the Undersigned does hereby acknowledges receipt of a copy thereofconfirm and agree that, as amended by this after giving effect to such Amendment, its Guarantee is and agrees shall continue to be bound thereby in full force and to comply with the terms thereof insofar as such terms are applicable to iteffect and is hereby confirmed and ratified in all respects. The undersigned agrees that it shall not, without the prior written consent of the Agent, issue any shares or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any shares or other equity securities of any natureCSK AUTO CORPORATION By: /s/ Don ▇. The undersigned further agrees that the terms of paragraph 9(b) of the Share Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of Section 9 of the Share Pledge Agreement. Dated: _______________, 199_ Address for Notices: LEAR ▇▇▇TING CANADA LTD▇▇▇ ------------------------------------- Name: Don ▇. Lear ▇▇▇ting Canada Ltd. 530 ▇▇▇ Title: CFO CSKA▇▇▇.▇▇▇, ▇▇C. AUTOMOTIVE INFORMATION SYSTEMS, INC. By: /s/ Don ▇. ▇▇▇▇▇▇ ------------------------------------- Name: Don ▇. ▇▇▇▇▇▇ Title: CFO 12 Alliance Investments Ltd Authorized Signatory: By: /s/ Illegible -------------------------------- Name: Illegible Title: Authorized Signatory Bank One, NA ----------------------------------- Name of Lender By: /s/ Cath▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ -------------------------------- Name: Cath▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Vice President Bank Polska Kasa Opieki SA ------------------------------------ Name of Lender By: /s/ Harv▇▇ ▇▇▇▇▇▇ --------------------------------- Name: Harv▇▇ ▇▇▇▇▇▇ Title: Vice President STRATEGIC MANAGED LOAN PORTFOLIO ------------------------------------ By: Citibank, N.A., as Manager By: /s/ Hans ▇. ▇▇▇▇▇▇▇▇▇, ▇▇ --------------------------------- Hans ▇. ▇▇▇▇▇▇▇▇▇▇▇ Director OSPREY INVESTMENTS PORTFOLIO ------------------------------------ By: Citibank, N.A., as Manager By: /s/ Hans ▇. ▇▇▇▇▇▇▇▇▇▇▇ --------------------------------- Hans ▇. ▇▇▇▇▇▇▇▇▇▇▇ Director Citibank N.A. as Additional Investment Manager for and on behalf of Five Finance Corporation By: /s/ Hans ▇. ▇▇▇▇▇▇▇▇▇▇▇ --------------------------------- Hans ▇. ▇▇▇▇▇▇▇▇▇▇▇ Director By: /s/ M.G. ▇▇▇▇▇ --------------------------------- Mike ▇▇▇▇▇ CREDIT-SUISSE FIRST BOSTON -- CAYMAN ISLANDS BRANCH ------------------------------------- Name of Lender By: /s/ Paul ▇▇▇▇▇▇ ---------------------------------- Name: Paul ▇▇▇▇▇▇ Title: Vice President 13 CYPRESSTREE INVESTMENT PARTNERS I, LTD By: CypressTree Investment Management Company, Inc. as Portfolio Manager By: /s/ JEFF▇▇▇ ▇▇▇ By: ___________________________ Name: Title: Telephone: (519) . ▇▇▇-▇▇ ------------------------------------ Name: JEFF▇▇▇ ▇. ▇▇▇▇▇ Title: PRINCIPAL CYPRESSTREE INVESTMENT PARTNERS II, LTD By: CypressTree Investment Management Company, Inc. as Portfolio Manager By: /s/ JEFF▇▇▇ ▇. ▇▇▇▇▇ ------------------------------------ Name: JEFF▇▇▇ ▇. ▇▇▇▇▇ Title: PRINCIPAL CYPRESSTREE SENIOR FLOATING RATE FUND By: CypressTree Investment Management Company, Inc. as Portfolio Manager By: /s/ JEFF▇▇▇ ▇. ▇▇▇▇▇ ------------------------------------ Name: JEFF▇▇▇ ▇. ▇▇▇▇▇ Title: PRINCIPAL NORTH AMERICAN SENIOR FLOATING RATE FUND By: CypressTree Investment Management Company, Inc. as Portfolio Manager By: /s/ JEFF▇▇▇ ▇. ▇▇▇▇▇ ------------------------------------ Name: JEFF▇▇▇ ▇. ▇▇▇▇▇ Title: PRINCIPAL K2A CypressTree-1 LLC ------------------------------------ Name of Lender By: /s/ KIMB▇▇▇▇ ▇▇▇simile▇ ------------------------------------ Name: (519) ▇▇▇-▇▇▇▇ 73 SCHEDULE I LIST OF PLEDGED SHARE CERTIFICATES Certificate Class and Issuer Number Number of Shares ----------------------------------------------------------------------------------------- Lear ▇▇▇ting Canada Ltd. P-__ 10,747 preference Lear ▇▇▇ting Canada Ltd. C-__ 170,682 common EXHIBIT F FORM OF OPINION OF WINSTON & STRA▇▇ [LETTERHEAD OF WINSTON & STRA▇▇] ______________, 199_ Chemical Bank, as Agent 270 KIMB▇▇▇▇ ▇▇▇▇ Title: AUTHORIZED AGENT ELT Ltd. ------------------------------------ Name of Lender By: /s/ ANN ▇. ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ------------------------------------ Name: ANN ▇▇d each of the Banks parties to the Credit Agreement referred to below We have acted as special counsel to Lear . ▇▇▇ting Corporation, a Delaware corporation (the "Borrower"), Lear ▇▇▇ Title: AUTHORIZED AGENT 14 Erste Bank ---------------------------------------- Name of Lender By: /s/ John ▇▇▇ ------------------------------------ Name: John ▇▇▇ Title: Assistant Vice President Erste Bank New York Branch /s/ John ▇. ▇▇▇rations Corporation, a Delaware corporation ("Newco"), NAB Corporation, a Delaware corporation ("NAB Co.") and Automotive Industries Manufacturing Inc., a Delaware corporation ("▇▇▇▇ ---------------------------------------- John ▇. ▇▇▇▇▇▇▇ First Vice President Erste Bank New AIHI") in connection with the First Amendment and Consent, dated as of December 8, 1995 (the "First Amendment"), to the Credit Agreement, dated as of August 17, 1995 (as amended, supplemented or otherwise modified, the "Credit Agreement"), among the Borrower, the financial institutions parties thereto (the "Banks"), Chemical York Branch Firstar Bank, N.A. ---------------------------------------- Name of Lender By: /s/ Mark ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: Mark ▇. ▇▇▇▇▇▇▇ Title: Vice President First Union National Bank ---------------------------------------- Name of Lender By: /s/ Anth▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: Anth▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President Fleet Bank ---------------------------------------- Name of Lender By: /s/ Fran▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: Fran▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President General Electric Capital Corporation ---------------------------------------- Name of Lender By: /s/ Robe▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------------ Name: Robe▇▇ ▇. ▇▇▇▇▇▇▇ Title: Duly Authorized Signatory Highland Legacy Limited ---------------------------------------- Name of Lender By: Highland Capital Management, L.P. as administrative agent for the Banks (in such capacity, the "Agent"), and the Managing Agents, Co-Agents and Lead Managers (collectively, the "Lead Banks") named therein. The opinions expressed below are furnished to you pursuant to Section 5(l) of the First Amendment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. In arriving at the opinions expressed below,Collateral Manager By: /s/ Todd ▇▇▇▇▇▇▇ ------------------------------------ Name: Todd ▇▇▇▇▇▇▇ Title: Senior Portfolio Manager

ACKNOWLEDGEMENT AND CONSENT. The undersigned Issuer referred to in the Share Pledge Agreement hereby acknowledges receipt of a copy thereofof the Guarantee and Collateral Agreement, dated as of November 27, 2006 (the "Agreement"), made by the Granting Parties thereto for the benefit of Deutsche Bank AG, New York Branch, as amended by this AmendmentCollateral Agent and Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and agrees to the Lenders as follows: The undersigned will be bound thereby by the terms of the Agreement and to will comply with the such terms thereof insofar as such terms are applicable to itthe undersigned. The undersigned agrees that it shall not, without will notify the prior written consent Collateral Agent promptly in writing of the Agent, issue any shares or other equity securities occurrence of any nature or to issue any other securities convertible into or granting of the right to purchase or exchange for any shares or other equity securities events described in subsection 5.3.1 of any naturethe Agreement. The undersigned further agrees that the terms of paragraph 9(bsubsections 6.3(c) and 6.7 of the Share Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to subsection 6.3(c) or arising out of Section 9 6.7 of the Share Pledge Agreement. Dated[NAME OF ISSUER] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Address for Notices: ---------------------------------------- ---------------------------------------- ---------------------------------------- Fax: ----------------------------------- ---------- * This consent is necessary only with respect to any Issuer which is not also a Granting Party. ANNEX 2 to Guarantee and Collateral Agreement ASSUMPTION AGREEMENT ASSUMPTION AGREEMENT, dated as of __________ __, ____, 199_ Address for Notices: LEAR ▇▇▇TING CANADA LTD. Lear ▇▇▇ting Canada Ltd. 530 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ By: made by ___________________________ Name: Title: Telephone: (519) ▇▇▇-▇▇▇▇ ▇▇▇simile: (519) ▇▇▇-▇▇▇▇ 73 SCHEDULE I LIST OF PLEDGED SHARE CERTIFICATES Certificate Class and Issuer Number Number of Shares ----------------------------------------------------------------------------------------- Lear ▇▇▇ting Canada Ltd. P-__ 10,747 preference Lear ▇▇▇ting Canada Ltd. C-__ 170,682 common EXHIBIT F FORM OF OPINION OF WINSTON & STRA▇▇ [LETTERHEAD OF WINSTON & STRA▇▇] _, a _______________ corporation (the "Additional Granting Party"), 199_ Chemical Bankin favor of DEUTSCHE BANK AG, NEW YORK BRANCH, as Collateral Agent 270 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇(in such capacity, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇d each of the Banks "Collateral Agent") and as Administrative Agent (in such capacity, the "Administrative Agent") for the banks and other financial institutions (the "Lenders") from time to time parties to the Credit Agreement referred to below We have acted as special counsel to Lear ▇▇▇ting Corporation, a Delaware corporation (and the "Borrower"), Lear ▇▇▇rations Corporation, a Delaware corporation ("Newco"), NAB Corporation, a Delaware corporation ("NAB Co.") and Automotive Industries Manufacturing Inc., a Delaware corporation ("New AIHI") in connection with the First Amendment and Consent, dated as of December 8, 1995 (the "First Amendment"), to the Credit Agreement, dated as of August 17, 1995 other Secured Parties (as amended, supplemented or otherwise modified, the "Credit Agreement"defined below), among the Borrower, the financial institutions parties thereto (the "Banks"), Chemical Bank, as administrative agent for the Banks (in such capacity, the "Agent"), and the Managing Agents, Co-Agents and Lead Managers (collectively, the "Lead Banks") named therein. The opinions expressed below are furnished to you pursuant to Section 5(l) of the First Amendment. Unless otherwise All capitalized terms not defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given meaning ascribed to them in such the Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Credit Agreement. In arriving at the opinions expressed below,.