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EXHIBIT 4.1
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EXECUTED COPY
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SUPPLEMENTAL INDENTURE
NO. 1
TO
INDENTURE DATED AS OF MAY 15, 1999
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This SUPPLEMENTAL INDENTURE NO. 1 to INDENTURE (this "Supplemental
Indenture") is entered into among Lear Corporation, a Delaware corporation (the
"Company"), Lear Operations Corporation, a Delaware corporation ("LOC"), Lear
Corporation Automotive Holdings, a Delaware corporation ("LCAH"), Lear Seatings
Holdings Corp. # 50, a Delaware corporation ("Lear # 50"), Lear Corporation EEDS
and Interiors, a Delaware corporation ("Lear Interiors"), and The Bank of New
York, a New York banking corporation, as Trustee (the "Trustee").
RECITALS
WHEREAS, the Company, LOC, LCAH and the Trustee have entered into that
certain Indenture dated as of May 15, 1999 (the "Indenture") providing for the
issuance and delivery by the Company of its 7.96% Senior Notes due 2005 (the
"7.96% Notes") and its 8.11% Senior Notes due 2009 (the "8.11% Notes" and,
together, with the 7.96% Notes, the "Notes");
WHEREAS, Lear # 50, a subsidiary of the Company, will become,
concurrently with the execution and delivery of this Supplemental Indenture, a
guarantor under the Principal Credit Facilities;
WHEREAS, Lear Interiors, a subsidiary of the Company, will become,
concurrently with the execution and delivery of this Supplemental Indenture, a
guarantor under the Principal Credit Facilities; and
WHEREAS, pursuant to Section 10.06 of the Indenture, any subsidiary of
the Company that becomes a guarantor under the Principal Credit Facilities is
required to become a Guarantor under the Indenture;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows for the
benefit of each other party and for the equal and ratable benefit of the Holders
of the Notes:
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Section 1. GUARANTEE.
For value received, each of Lear # 50 and Lear Interiors hereby agrees
to become a party to the Indenture as a Guarantor under and pursuant to Article
10 of the Indenture and to jointly and severally unconditionally guarantee to
each Holder and the Trustee (a) the due and punctual payment in full of
principal of and interest on the Notes when due, whether at stated maturity,
upon acceleration, redemption or otherwise, (b) the due and punctual payment in
full of interest on the overdue principal of and, to the extent permitted by
law, interest on the Notes, and (c) the due and punctual payment of all other
Obligations of the Company and the other Guarantors to the Holders and the
Trustee under the Indenture and the Notes, including, without limitation, the
payment of fees, expenses, indemnification or other amounts.
Section 2. MISCELLANEOUS.
2.1. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
2.2. Confirmation of the Indenture. Except as amended hereby, the
Indenture shall remain in full force and effect and is hereby ratified and
confirmed in all respects.
2.3. Multiple Counterparts. The parties may sign multiple counterparts
of this Supplemental Indenture. Each signed counterpart shall be deemed an
original, but all of them together represent one and the same agreement.
2.4. Separability. Each provision of this Supplemental Indenture shall
be considered separable and if for any reason any provision which is not
essential to the effectuation of the basic purpose of this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
2.5. Headings. The captions of the various section headings of this
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part hereof, and shall in no way modify or restrict any
of the terms or provisions hereof.
2.6. The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Company and the Guarantors.
2.7. Definitions. All terms defined in the Indenture shall have the
same meaning in this Supplemental Indenture unless otherwise defined herein.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto caused this Supplemental
Indenture to be duly executed as of this 2nd day of May, 2000.
LEAR CORPORATION
By: /s/ Joseph F. McCarthy
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Name: Joseph F. McCarthy
Title: Vice President, Secretary and General Counsel
LEAR OPERATIONS CORPORATION
By: /s/ Joseph F. McCarthy
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Name: Joseph F. McCarthy
Title: Vice President, Secretary and General Counsel
LEAR CORPORATION AUTOMOTIVE HOLDINGS
By: /s/ Joseph F. McCarthy
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Name: Joseph F. McCarthy
Title: Vice President and Secretary
LEAR SEATINGS HOLDINGS CORP. # 50
By: /s/ Joseph F. McCarthy
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Name: Joseph F. McCarthy
Title: Secretary and General Counsel
LEAR CORPORATION EEDS AND INTERIORS
By: /s/ Joseph F. McCarthy
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Name: Joseph F. McCarthy
Title: Vice President and Secretary
THE BANK OF NEW YORK, as Trustee
By: /s/ Terence Rawlins
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Name: Terence Rawlins
Title: Assistant Vice President
