FIRST SUPPLEMENTAL INDENTURE
Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of June 9, 2011, among Sensata Technologies (Korea) Limited (the New Guarantor), a subsidiary of Sensata Technologies B.V., a private company with limited liability incorporated under the laws of the Netherlands (the Company), the Company, the existing Guarantors and The Bank of New York Mellon, a New York banking corporation, as trustee under the Indenture referred to below (the Trustee).
W I T N E S S E T H
WHEREAS, the Company and the existing Guarantors have heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the Indenture), dated as of May 12, 2011 providing for the issuance of 6.5% Senior Notes due 2019 (the Notes);
WHEREAS, Section 4.17 of the Indenture provides that under certain circumstances the New Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all of the Companys Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the Guarantee); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the existing Guarantors are authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. DEFINED TERMS. Defined terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. The New Guarantor hereby agrees, jointly and severally with all existing Guarantors (if any), to provide an unconditional guarantee on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture, and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.
3. NO RECOURSE AGAINST OTHERS. No past, present or future director, manager, officer, employee, incorporator, stockholder or member of the Company, any parent entity of the Company or any Subsidiary, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
4. NOTICES. All notices or other communications to the New Guarantor shall be given as provided in Section 12.02 of the Indenture.
5. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of a Note heretofore or hereafter authenticated and delivered shall be bound hereby.
6. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
7. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
8. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
9. TRUSTEE MAKES NO REPRESENTATION. The Trustee makes no representation as to the validity or sufficiency of the Guarantee of the New Guarantor or this Supplemental Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
Dated: June 9, 2011
SENSATA TECHNOLOGIES (KOREA) LIMITED
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By: | /s/ Thomas Wroe | |
Name: Thomas Wroe | ||
Title: Representative Director |
SENSATA TECHNOLOGIES B.V.
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By: | /s/ Jeffrey Cote | |
Name: Jeffrey Cote | ||
Title: Attorney-in-Fact |
SENSATA TECHNOLOGIES, INC.
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By: | /s/ Jeffrey Cote | |
Name: Jeffrey Cote | ||
Title: Chief Financial Officer |
SENSATA TECHNOLOGIES MASSACHUSETTS, INC.
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By: | /s/ Jeffrey Cote | |
Name: Jeffrey Cote | ||
Title: Chief Financial Officer |
SENSATA TECHNOLOGIES HOLDING COMPANY US, B.V.
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By: | /s/ Jeffrey Cote | |
Name: Jeffrey Cote | ||
Title: Attorney-in-Fact |
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SENSATA TECHNOLOGIES HOLLAND, B.V.
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By: | /s/ Jeffrey Cote | |
Name: Jeffrey Cote | ||
Title: Attorney-in-Fact |
SENSATA TECHNOLOGIES HOLDING COMPANY MEXICO, B.V.
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By: | /s/ Jeffrey Cote | |
Name: Jeffrey Cote | ||
Title: Attorney-in-Fact |
SENSATA TECHNOLOGIES DE MÉXICO, S. DE R.L. DE C.V.
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By: | /s/ Santiago Sepulveda | |
Name: Santiago Sepulveda | ||
Title: Attorney-in-Fact |
SENSATA TECHNOLOGIES JAPAN LIMITED
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By: | /s/ Hidehiko Ito | |
Name: Hidehiko Ito | ||
Title: Representative Director |
SENSATA TECHNOLOGIES MALAYSIA SDN BHD
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By: | /s/ Koh Beng Hock | |
Name: Koh Beng Hock | ||
Title: Director |
THE BANK OF NEW YORK MELLON as Trustee
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By: | /s/ Catherine F. Donohue | |
Authorized Signatory |
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