EXHIBIT 4.6
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SUPPLEMENTAL INDENTURE
NO. 1
TO
INDENTURE DATED AS OF MARCH 20, 2001
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This SUPPLEMENTAL INDENTURE NO. 1 to INDENTURE (this
"Supplemental Indenture") is entered into among ▇▇▇▇ Corporation, a Delaware
corporation (the "Company"), ▇▇▇▇ Operations Corporation, a Delaware corporation
("LOC"), ▇▇▇▇ Corporation Automotive Holdings, a Delaware corporation ("LCAH"),
Lear Seatings Holdings Corp. # 50, a Delaware corporation ("Lear No. 50"), ▇▇▇▇
Corporation ▇▇▇▇ and Interiors, a Delaware corporation ("Lear Interiors"), ▇▇▇▇
Corporation Automotive Systems, an Ohio corporation ("LCAS"), Lear Technologies,
LLC, a Delaware limited liability company ("Lear Tech"), Lear Midwest
Automotive, Limited Partnership, a Delaware limited partnership ("LMA"), Lear
East, LP, a Pennsylvania limited partnership ("Lear East"), ▇▇▇▇ Automotive
(▇▇▇▇) Spain S.L., an entity organized under the laws of Spain ("Lear Spain"),
and The Bank of New York, a New York banking corporation, as Trustee (the
"Trustee").
RECITALS
WHEREAS, the Company, LOC, LCAH, Lear No. 50, Lear Interiors
and the Trustee have entered into that certain Indenture dated as of March 20,
2001 (the "Indenture"), providing for the issuance and delivery by the Company
of its 8 1/8% Senior Notes due 2008 (the "Notes");
WHEREAS, LCAS, Lear Tech, LMA, Lear East and Lear Spain, each
of which is a direct or indirect subsidiary of the Company, will each 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:
Section 1. GUARANTEE.
For value received, each of LCAS, Lear Tech, LMA, Lear East
and Lear Spain 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
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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]
IN WITNESS WHEREOF, the parties hereto caused this
Supplemental Indenture to be duly executed as of this 16th day of November,
2001.
▇▇▇▇ CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President & Treasurer
▇▇▇▇ OPERATIONS CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Officer
▇▇▇▇ CORPORATION AUTOMOTIVE HOLDINGS
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
LEAR SEATINGS HOLDINGS CORP. # 50
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Secretary and General Counsel
▇▇▇▇ CORPORATION ▇▇▇▇ AND INTERIORS
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
▇▇▇▇ CORPORATION AUTOMOTIVE SYSTEMS
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Officer
LEAR TECHNOLOGIES, LLC
By: ▇▇▇▇ Corporation,
its Sole Member
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
LEAR MIDWEST AUTOMOTIVE, LIMITED PARTNER
By: ▇▇▇▇ Corporation Mendon,
as General Partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
LEAR EAST, LP
By: ▇▇▇▇ Corporation Global Development, Inc.,
as General Partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
▇▇▇▇ AUTOMOTIVE (▇▇▇▇) SPAIN S.L.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Representative
THE BANK OF NEW YORK, as Trustee
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: Asst. Vice President
