K&E 15009868.1

James H.M. Sprayregen KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900

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Marc Kieselstein (pro hac vice pending) Ryan Blaine Bennett (pro hac vice pending) Paul Wierbicki (pro hac vice pending) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Proposed Counsel to the Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

) In re: ) Chapter 11 ) LEAR CORPORATION, et al.,1 ) Case No. 09-__________(___) ) Debtors. ) Joint Administration Requested )

1 The Debtors in these chapter 11 cases, along with the last four digits of each U.S. Debtors’ federal tax

identification number (if any), include: Lear Corporation (6776); Lear #50 Holdings, LLC (N/A); Lear Argentine Holdings Corporation #2 (7832); Lear Automotive Dearborn, Inc. (4976); Lear Automotive Manufacturing, LLC (3451); Lear Canada (5059); Lear Canada Investments Ltd. (a non-U.S. Debtor that does not maintain a U.S. Federal tax identification number); Lear Corporation (Germany) Ltd. (6716); Lear Corporation Canada Ltd. (a non-U.S. Debtor that does not maintain a U.S. Federal tax identification number); Lear Corporation EEDS and Interiors (6360); Lear Corporation Global Development, Inc. (3121); Lear EEDS Holdings, LLC (4474); Lear European Operations Corporation (8411); Lear Holdings, LLC (4476); Lear Investments Company, LLC (8771); Lear Mexican Holdings Corporation (7829); Lear Mexican Holdings, LLC (4476); Lear Mexican Seating Corporation (4599); Lear Operations Corporation (5872); Lear Seating Holdings Corp. #50 (9055); Lear South Africa Limited (a non-U.S. Debtor that does not maintain a U.S. Federal tax identification number); Lear South American Holdings Corporation (1365); Lear Trim L.P. (8386); and Renosol Seating, LLC (4745). The location of the Debtors’ corporate headquarters and the service address for all of the Debtors is: 21557 Telegraph Road, Southfield, Michigan 48033.

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DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF BODMAN LLP AS SPECIAL MICHIGAN AND OTHER COUNSEL TO THE DEBTORS AND

DEBTORS IN POSSESSION PURSUANT TO SECTION 327(e) OF THE BANKRUPTCY CODE EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE

The above-captioned debtors (collectively, the “Debtors”) hereby file this application (the

“Application”) for the entry of an order, substantially in the form of Exhibit A, authorizing the

Debtors’ employment and retention of Bodman LLP (“Bodman”) as (a) special Michigan

counsel and (b) counsel with respect to certain general business matters effective nunc pro tunc

to the date hereof (the “Petition Date”). In support of this Application, the Debtors submit the

Declaration of Robert J. Diehl, Jr., a partner at Bodman (the “Diehl Declaration”), which is

attached hereto as Exhibit B. In further support of this Application, the Debtors respectfully

state as follows:2

Jurisdiction

1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and

1334. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2).

2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

3. The statutory bases for the relief requested herein are sections 327(e), 328(a) and

330 of the Bankruptcy Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), Rules 2014(a)

and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and

Rules 2014-1 and 2016-1 of the Local Bankruptcy Rules for the Southern District of New York

(the “Local Bankruptcy Rules”).

2 The facts and circumstances supporting this Application are set forth in the Declaration of Shari L. Burgess of

Lear Corporation (I) in Support of Debtors’ Chapter 11 Petitions and First Day Motions and (II) Pursuant to Local Bankruptcy Rule 1007-2 (the “First Day Declaration”), filed contemporaneously herewith and incorporated herein by reference.

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Background

4. As described in the First Day Declaration, the Debtors and their affiliates are a

leading global automotive supplier of seat systems, electrical distribution systems and electronic

products globally and supply their products to all original equipment manufacturers. The

Debtors and their affiliates maintain their global headquarters in Southfield, Michigan and

employ approximately 72,000 workers worldwide, including approximately 5,500 employees in

the United States and Canada. In 2008, the Debtors and their non-debtor affiliates achieved total

net sales of approximately $13.6 billion.

5. In the past year, the Debtors have experienced a significant decline in revenue due

to an unprecedented downturn in the automotive industry. The Debtors’ businesses have been

adversely impacted by a decrease in overall global vehicle production, particularly in North

America and Europe. Furthermore, the impact in North America has been exacerbated by a shift

in consumer preference away from large trucks and SUV’s, which historically have generated a

disproportionate share of the Debtors’ sales and profitability. In addition, raw material, energy

and commodity costs have increased significantly during 2008 and remain extremely volatile.

These unfavorable conditions have not only affected the Debtors’ operations but have created

financial distress among the original equipment manufacturers as well as automotive suppliers

throughout the entire supply chain.

6. To ensure that they maintain competitive operations, the Debtors have engaged in

extensive negotiations with their prepetition secured lenders and an ad hoc committee of their

unsecured noteholders regarding a comprehensive debt restructuring. After weeks of

discussions, the Debtors reached agreement with certain of their prepetition secured lenders and

noteholders with respect to the terms for a chapter 11 plan that contemplates a significant de-

leveraging of the Debtors’ balance sheet.

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7. To evidence their support of the Debtors’ restructuring, certain of the Debtors’

prepetition secured lenders and noteholders have executed plan support agreements, which have

attached a term sheet that sets forth the terms for a chapter 11 plan that is supported by these

parties. The Debtors intend to file shortly a proposed chapter 11 plan consistent with the terms

contained in the plan term sheet. The Debtors believe that the terms of their chapter 11 plan,

among other things, will allow them to fully satisfy their ongoing vendor obligations and remain

a viable, competitive going forward business.

8. On the Petition Date, each of the Debtors filed a petition with the Court under

chapter 11 of the Bankruptcy Code (collectively, the “Chapter 11 Cases”) to permit them to

restructure their balance sheets and operations to restore profitability. The Debtors are operating

their businesses and managing their properties as debtors in possession pursuant to sections

1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of a trustee or

examiner has been made in the Chapter 11 Cases, and no committees have been appointed or

designated. Concurrently with the filing of this Application, the Debtors have requested

procedural consolidation and joint administration of the Chapter 11 Cases.

Relief Requested

9. By this Application, the Debtors seek the entry of an order pursuant to sections

327(e), 328(a) and 330 of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016 and Local

Bankruptcy Rules 2014-1 and 2016-1 authorizing the Debtors’ employment and retention of

Bodman as (a) special Michigan counsel and (b) counsel with respect to general business matters

(including operational support and counseling, real estate and environmental matters,

employment and labor matters, general corporate support, ordinary course litigation and other

routine and non-routine matters), both in accordance with the terms and conditions of the

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prepetition services agreement between the Debtors and Bodman (the “Services Agreement”)

and this Application, effective nunc pro tunc to Petition Date.

Special Michigan Counsel and Counsel with Respect to General Business Matters

10. The Debtors have selected Bodman as special Michigan counsel and counsel with

respect to general business matters because the retention of Bodman will enhance the ability of

Kirkland & Ellis LLP (“K&E”) to represent the Debtors generally and to assist them in carrying

out their duties during the Chapter 11 Cases. The Debtors believe that, rather than resulting in

any extra expense to their estates, the retention of Bodman will promote effective and

economical representation of the Debtors in the Chapter 11 Cases. K&E and Bodman will

coordinate their efforts and function cohesively to ensure that the legal services provided to the

Debtors by each firm are not duplicative.

11. The Debtors seek to retain Bodman because of Bodman’s recognized expertise

and extensive experience and knowledge in the representation of automotive suppliers generally,

and of Lear Corporation (“Lear”) and its affiliates in particular. Bodman is familiar with the

Debtors’ businesses and many of the potential legal issues that may arise under Michigan law

and otherwise in the context of the Debtors’ businesses. The Debtors believe that Bodman is

both well-qualified and uniquely able to provide its services to the Debtors in the Chapter 11

Cases in an effective, efficient and timely manner. In particular, the Debtors believe that

Bodman may efficiently handle matters for the Debtors because of its knowledge of the Debtors’

businesses from its prior representation of the Debtors.

12. The Debtors seek to employ and retain Bodman as special Michigan counsel and

counsel with respect to general business matters so that Bodman may continue providing

representation in connection with the non-bankruptcy business matters described below,

including, in part, on a hybrid fixed fee/hourly fee basis in accordance with the terms of the

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prepetition Services Agreement. The Debtors seek to retain Bodman to continue providing these

services because of Bodman’s recognized expertise and extensive experience and knowledge in

the representation of automotive suppliers generally, and of Lear and its affiliates in particular.

The Debtors believe that Bodman is both well qualified and uniquely able to represent them in an

efficient and timely manner in these non-bankruptcy business matters.

13. The Debtors request the employment and retention of Bodman to render legal

services under the Services Agreement on a hybrid fixed fee/hourly fee basis in the following

functional areas: (a) Operational Support and Counseling; and (b) Real Estate and

Environmental. Currently, Bodman provides services under the Services Agreements on an

hourly fee basis in the following functional areas: (a) Employment and Labor; and (b) General

Corporate. For hourly fee matters, Bodman is compensated at the standard hourly rates for the

attorneys involved (subject to any applicable discount) (“Hourly Rate”).

14. Specifically, the Debtors request the employment and retention of Bodman to

render the following legal services:

a. Operational Support and Counseling: Bodman will continue to provide, at a fixed fee in the amount of $975,000 per annum, an experienced group of attorneys to support the North American operations of Lear's Global Seating Division and Global Electrical and Electronics Division with ordinary course commercial matters (both customer and vendor related), including contract preparation and review, customer/vendor disputes, bankruptcy claims, consignment/bailment arrangements, tooling/equipment acquisition, replevin actions, service agreements, product integrity/liability matters, and general counseling and training. The services do not cover product liability litigation. The services do not cover non-ordinary course litigation and, in any covered arbitration or litigation proceeding, the fixed fee does not extend beyond the point of the preparation for filing of a complaint, responsive pleading or other similar papers. The Bodman attorneys primarily responsible for supervising this function are Gene P. Bowen and Robert J. Diehl, Jr. Currently, Jeffrey G. Raphelson (“Raphelson”) and Harry A. Kemp (“Kemp”) are the two lawyers dedicated to this function and are located on a full-time basis at Lear’s Southfield Headquarters. Raphelson is the dedicated lawyer for

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Lear’s Global Seating Division and Kemp is the dedicated lawyer for Lear’s Global Electrical and Electronics Division.

b. Real Estate and Environmental: Bodman will continue to provide, at a fixed fee in the amount of $200,000 per annum, one or more partially dedicated lawyer(s) to provide services for Lear’s real estate needs and one partially dedicated lawyer to provide services for Lear’s environmental needs. The dedicated lawyer(s) for Lear’s real estate needs work closely with Lear management and Trammell Crow, Lear’s outsourced facilities management and brokerage services firm, on all legal matters relating to the real estate function, including the preparation, review and administration of all leases and contracts (e.g., purchase and sale agreements, construction contracts, etc.) as well as zoning/land use matters. The dedicated lawyer(s) engage local counsel as necessary at Lear’s expense. As part of the fixed fee arrangement, however, Bodman manages local real estate counsel and their work. To support the real estate function, Andrew Z. Spilkin and Jay R. LaBarge are the responsible and dedicated lawyers. The dedicated lawyer for Lear’s environmental needs, Fredrick J. Dindoffer (“Dindoffer”) supports Lear’s environmental management program. In addition to general advice and counseling, Dindoffer is responsible for managing the legal aspects of any regulatory and administrative actions (including OSHA investigations) and any remediation activities (whether mandated or voluntary).

c. Employment and Labor: Bodman provides, on an Hourly Rate basis, an experienced and focused group of attorneys to provide advice and counseling and perform legal services relating to all North American employment and labor matters (excluding employee benefits, retirement and executive compensation), including collective bargaining arrangements, employment/labor disputes, EEOC complaints and compliance. A major focus of this function is to work with Lear’s Human Resources Department in monitoring and improving Lear’s employment policies and procedures, conducting compliance reviews and training, and loss prevention. Lear’s immigration legal work is handled by separate counsel of Lear’s choice and at Lear’s expense. The responsible Bodman attorney for this function is Christopher P. Mazzoli (“Mazzoli”).

d. General Corporate Support: Bodman provides, on an Hourly Rate basis, an experienced and focused group of attorneys to support general corporate and transactional matters, including contract review, joint venture and strategic alliance transactions, acquisition and divestiture transactions, significant equipment leases, corporate record-keeping and other similar items.

e. Ordinary Course Litigation: Except for matters where Lear has good reason to engage other counsel, all ordinary course litigation (which includes judicial, arbitral, regulatory, administrative and other similar

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proceedings) arising out of the functional areas under the Services Agreement is handled by Bodman. Any matters within the functional area of Operational Support and Counseling are included within the fixed fee arrangement up until the point of the preparation for filing of a complaint, responsive pleading or other similar papers. For legal services rendered involving ordinary course litigation beyond that point, Bodman is compensated on an Hourly Rate basis.

f. Non-Routine Matters: The Services Agreement covers all routine legal services for the functional areas under the Services Agreement. In the event that Lear, from time to time, requests legal assistance on special assignments within the functional areas covered by a fixed fee arrangement that are not routine, Bodman is compensated based upon the Hourly Rate of the attorney(s) involved. Without limiting the generality of the foregoing, for any matter for which Bodman attorneys (other than the dedicated Bodman attorneys working on-site at Lear) perform services within the functional areas covered by a fixed fee arrangement that, if billed on an Hourly Rate basis, would have resulted in aggregate fees in excess of $20,000, Bodman is compensated based upon the Hourly Rate of the attorney(s) involved for all fees in excess of $20,000.

g. Preferred Status: Bodman is among the firms granted a preferred status for any non-ordinary course litigation and any corporate transactional matters not covered by the Services Agreement or in any similar agreement with any other law firm.

h. Payment: For the fixed fee amounts under the Services Agreement, Bodman is paid in advance on a monthly basis. Fees for legal services performed on an Hourly Rate basis are billed monthly.

i. Costs: Bodman is reimbursed its costs and expenses incurred in providing legal services to the same extent reimbursable under Lear’s Billing Guidelines for Retained Outside Counsel (effective 11-1-04).

j. Governing Law The Services Agreement is governed by the laws of the State of Michigan, regardless of the laws that might otherwise govern under the principles of conflicts of laws.

15. The Debtors are mindful of the need to avoid duplication of services and

appropriate procedures will be implemented to ensure that there is minimal, if any, duplication.

16. Pursuant to section 328(a) of the Bankruptcy Code, the Debtors may retain

Bodman as counsel on any reasonable terms and conditions, including on a fixed fee basis.

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Compensation

17. Exclusive of the fixed fee compensation under the Services Agreement described

above (and for which the Debtors seek approval from the Court that no application for approval

be required), the Debtors understand that Bodman intends to apply for compensation for

professional services rendered in connection with the Chapter 11 Cases in accordance with

applicable provisions of the Bankruptcy Code, Bankruptcy Rules, Local Bankruptcy Rules,

guidelines established by the Office of the U.S. Trustee (the “U.S. Trustee Guidelines”) and

further orders of the Court, on an hourly basis, plus reimbursement of actual, necessary expenses

and other charges that Bodman incurs on the Debtors’ behalf.

18. Pursuant to section 328(a) of the Bankruptcy Code, the Debtors may retain

Bodman as counsel on any reasonable terms and conditions, including on a fixed fee basis. The

Debtors submit that the most reasonable terms and conditions are those on which Bodman is

retained by clients on a regular basis in a competitive market for legal services, including the

terms and conditions of the Services Agreement. Therefore, the Debtors and Bodman have

agreed that, exclusive of the Services Agreement matters, Bodman shall be paid its customary

hourly rates for services rendered that are in effect from time to time, as set forth below and in

the Diehl Declaration and shall be reimbursed according to Bodman’s customary reimbursement

policies consistent with the Bankruptcy Code, Bankruptcy Rules, Local Bankruptcy Rules, the

U.S. Trustee Guidelines and such other procedures as may be fixed by order of the Court.

Bodman’s hourly rates are based on, among other things, the individual professional’s level of

expertise and experience.

19. The current hourly rates charged by Bodman for each of the above-referenced

services to be provided on an hourly basis are, subject to change from time to time, $230 to $550

for partners, $225 to $370 for of counsel attorneys, $180 to $255 for senior attorneys and

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associates and $100 to $175 for paraprofessionals. Those hourly rates are subject to periodic

firm-wide adjustments to reflect economic and other conditions (these adjustments generally

become effective January 1st of each year). The rates set forth above are at a level designed to

fairly compensate Bodman for the work of its attorneys and paraprofessionals and to cover fixed

and routine overhead expenses. The hourly rates and corresponding rate structure to be utilized

by Bodman in these cases are equivalent to the hourly rate structure predominantly used by

Bodman for bankruptcy, restructuring, insolvency and comparable matters, and similarly

complex corporate, securities and litigation matters whether in court or otherwise, regardless of

whether a fee application is required.

20. It is Bodman’s policy to charge its clients in all areas of practice for all expenses

incurred in connection with the client’s cases. The Debtors reimburse costs and expenses

Bodman incurs in providing legal services to the Debtors to the extent permissible under Lear’s

Billing Guidelines for Retained Outside Counsel (effective November 1, 2004). The expenses

Bodman charges to clients include, among other things, U.S. mail and overnight mail charges,

special or hand delivery charges, document word processing charges, photocopying charges,

travel expenses, expenses for “working meals,” computerized research, transcription costs, court

filing fees, as well as non-ordinary overhead expenses such as secretarial and other overtime

directly attributable to the representation of a particular client. Bodman will charge the Debtors

for these expenses in a manner and at rates consistent with charges made generally to Bodman’s

other clients but reduced and limited as necessary to comply with the Bankruptcy Code,

Bankruptcy Rules, Local Bankruptcy Rules, the Guidelines and further orders of the Court.

Bodman believes that it is more equitable to charge these expenses to the clients incurring such

expenses, as opposed to increasing hourly rates and spreading the expenses among all clients.

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21. For the fixed fee amounts under the Services Agreement, Bodman is paid in

advance on a monthly basis. Fees for legal services performed on an Hourly Rate basis are billed

monthly. Subject to the Court’s approval, and in accordance with sections 328(a), 330(a) and

331 of the Bankruptcy Code, the applicable provisions of the Bankruptcy Rules and the Local

Bankruptcy Rules, the U.S. Trustee Guidelines and further orders of the Court, Bodman intends

to apply to the Court for payment of compensation and reimbursement of expenses, exclusive of

payment of fixed fees under the Services Agreement. Bodman shall submit with its fee

applications detailed daily time entries for each individual in one-tenth (.10) of an hour

increments explaining the services provided, as well as a categorized summary of all

disbursements and expenses for which Bodman is seeking reimbursement.

Bodman’s Disinterestedness

22. To the best of the Debtors’ knowledge and as disclosed herein and in the Diehl

Declaration: (a) Bodman is a “disinterested person” within the meaning of section 101(14) of

the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code and does not hold or

represent an interest adverse to the Debtors’ estates; and (b) Bodman has no connection to the

Debtors, their creditors or their related parties except as may be disclosed in the Diehl

Declaration.

23. Bodman will periodically review its files during the pendency of the Chapter 11

Cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new

relevant facts or relationships are discovered or arise, Bodman will use reasonable efforts to

identify such further developments and will file promptly a supplemental declaration, as required

by Bankruptcy Rule 2014(a).

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Request for Waiver of Stay

24. The Debtors further seek a waiver of any stay of the effectiveness of the order

approving this Application. Pursuant to Rule 6004(h), “a[n] order authorizing the use, sale, or

lease of property other than cash collateral is stayed until the expiration of ten (10) days after

entry of the order, unless the court orders otherwise.” As set forth above, the payments proposed

herein are essential to prevent potentially irreparable damage to the Debtors’ operations, value

and ability to reorganize. Accordingly, the Debtors submit that ample cause exists to justify a

waiver of the ten (10) day stay imposed by Bankruptcy Rule 6004(h), to the extent it applies.

Motion Practice

25. This Application includes citations to the applicable rules and statutory authorities

upon which the relief requested herein is predicated and a discussion of their application in this

case. Accordingly, the Debtors submit that this Application satisfies Rule 9013-1(a) of the Local

Bankruptcy Rules for the Southern District of New York.

Notice

26. The Debtors have provided notice of this Application to: (a) the Office of the

United States Trustee for the Southern District of New York; (b) the entities listed on the

Consolidated List of Creditors Holding the 50 Largest Unsecured Claims filed pursuant to

Bankruptcy Rule 1007(d); (c) counsel to the agent for the Debtors’ prepetition senior lenders and

proposed postpetition secured lenders; (d) each trustee for each of the Debtors’ notes; (e) counsel

to the ad hoc committee of the Debtors’ unsecured noteholders; (f) the Internal Revenue Service;

and (g) the Securities and Exchange Commission. In light of the nature of the relief requested,

the Debtors respectfully submit that no further notice is necessary.

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No Prior Request

27. No prior request for the relief sought in this Application has been made to this or

any other court.

K&E 15009868.1

WHEREFORE, the Debtors respectfully request entry of an order, substantially in the

form attached hereto as Exhibit A, (a) authorizing the Debtors’ employment and retention of

Bodman as (i) special Michigan counsel and (ii) counsel with respect to certain general business

matters effective nunc pro tunc to the Petition Date and (b) granting such other and further relief

as is just and proper.

New York, New York Lear Corporation Date: July 7, 2009 Lear #50 Holdings, LLC Lear Argentine Holdings Corporation #2 Lear Automotive Dearborn, Inc. Lear Automotive Manufacturing, LLC Lear Canada Lear Canada Investments Ltd. Lear Corporation (Germany) Ltd. Lear Corporation Canada Ltd. Lear Corporation EEDS and Interiors Lear Corporation Global Development, Inc. Lear EEDS Holdings, LLC Lear European Operations Corporation Lear Holdings, LLC Lear Investments Company, LLC Lear Mexican Holdings Corporation Lear Mexican Holdings, LLC Lear Mexican Seating Corporation Lear Operations Corporation Lear Seating Holdings Corp. #50 Lear South Africa Limited Lear South American Holdings Corporation Lear Trim L.P. Renosol Seating, LLC /s/ Terrence B. Larkin Terrence B. Larkin Senior Vice President, General Counsel and

Corporate Secretary Lear Corporation 21557 Telegraph Road Southfield, Michigan 48033 Telephone: (248) 447-1500

K&E 15009868.1

EXHIBIT A

Proposed Order

K&E 15009868.1

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

) In re: ) Chapter 11 ) LEAR CORPORATION, et al.,1 ) Case No. 09-__________(___) ) Debtors. ) Joint Administration Requested )

ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF BODMAN LLP AS SPECIAL MICHIGAN AND OTHER COUNSEL TO THE DEBTORS AND

DEBTORS IN POSSESSION PURSUANT TO SECTION 327(e) OF THE BANKRUPTCY CODE EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE

Upon the application (the “Application”) of the Debtors2 for the entry of an order (the

“Order”) authorizing the Debtors; employment and retention of Bodman as special Michigan and

other counsel effective nunc pro tunc to the Petition Date and upon the First Day Declaration; it

appearing that the relief requested is in the best interests of the Debtors’ estates, their creditors

and other parties in interest; the Court having jurisdiction to consider the Application and the

relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334; consideration of the Application

and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b); venue

1 The Debtors in these chapter 11 cases, along with the last four digits of each U.S. Debtors’ federal tax

identification number (if any), include: Lear Corporation (6776); Lear #50 Holdings, LLC (N/A); Lear Argentine Holdings Corporation #2 (7832); Lear Automotive Dearborn, Inc. (4976); Lear Automotive Manufacturing, LLC (3451); Lear Canada (5059); Lear Canada Investments Ltd. (a non-U.S. Debtor that does not maintain a U.S. Federal tax identification number); Lear Corporation (Germany) Ltd. (6716); Lear Corporation Canada Ltd. (a non-U.S. Debtor that does not maintain a U.S. Federal tax identification number); Lear Corporation EEDS and Interiors (6360); Lear Corporation Global Development, Inc. (3121); Lear EEDS Holdings, LLC (4474); Lear European Operations Corporation (8411); Lear Holdings, LLC (4476); Lear Investments Company, LLC (8771); Lear Mexican Holdings Corporation (7829); Lear Mexican Holdings, LLC (4476); Lear Mexican Seating Corporation (4599); Lear Operations Corporation (5872); Lear Seating Holdings Corp. #50 (9055); Lear South Africa Limited (a non-U.S. Debtor that does not maintain a U.S. Federal tax identification number); Lear South American Holdings Corporation (1365); Lear Trim L.P. (8386); and Renosol Seating, LLC (4745). The location of the Debtors’ corporate headquarters and the service address for all of the Debtors is: 21557 Telegraph Road, Southfield, Michigan 48033.

2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Application.

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being proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409; notice of the Application

having been adequate and appropriate under the circumstances; and after due deliberation and

sufficient cause appearing therefor, it is hereby ORDERED that:

1. The Application is granted as set forth herein.

2. The Debtors are authorized to employ and retain Bodman as special Michigan

counsel and as counsel with respect to general business matters to represent and provide counsel

for certain matters, including those described in paragraph 12 of the Application.

3. Bodman shall be compensated for the fixed fee portion of its professional services

described in subparagraphs 14(a) and 14(b) of the Application by monthly payment by Debtors

of $97,916.97 in advance on the first day of each month. No fee application or further court

approval shall be required for the fixed fee portion of Bodman’s professional services. Bodman

will not be required to maintain or submit daily time entries for services rendered or apply for

approval of fees and expenses for matters covered under the fixed fee portion of Bodman’s

professional services. For hourly fee matters, Bodman shall apply for compensation for

professional services rendered and reimbursement of expenses incurred in compliance with the

applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy

Rules, the U.S. Trustee Guidelines and any other applicable procedures and orders of the Court.

4. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Application.

5. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 7062,

9014 or otherwise, the terms and conditions of this Order shall be immediately effective and

enforceable upon its entry.

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6. The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order.

New York, New York Date: __________, 2009 United States Bankruptcy Judge

K&E 15009868.1

EXHIBIT B

Diehl Declaration