Supplemental Indenture No. 5 to Indenture dated as of May 15, 1999
This SUPPLEMENTAL INDENTURE NO. 5 to INDENTURE (this “Supplemental Indenture”) is
entered into among Xxxx Corporation, a Delaware corporation (the “Company”), Lear
Operations Corporation, a Delaware corporation (“LOC”), Xxxx Seating Holdings Corp. #50, a
Delaware corporation (“Lear No. 50”), Xxxx Corporation XXXX and Interiors, a Delaware
corporation (“Lear Interiors”), Lear Automotive (XXXX) Spain S.L., an entity organized
under the laws of Spain (“Lear Spain”), Xxxx Corporation Mexico, S.A. de C.V., an entity
organized under the laws of Mexico (“Lear Mexico”), Xxxx Corporation (Germany) Ltd., a
Delaware corporation (“Lear Germany”), Lear Automotive Dearborn, Inc., a Delaware
corporation (“Lear Dearborn”), and The Bank of New York Trust Company, N.A., a national
banking association (as successor to The Bank of New York), as Trustee (the “Trustee”).
RECITALS
WHEREAS, the Company, LOC, Lear No. 50, Lear Interiors, Lear Spain, Lear Mexico, Lear Germany
and the Trustee are parties to that certain Indenture dated as of May 15, 1999, as amended by
Supplemental Indenture No. 1 thereto dated as of May 2, 2000, Supplemental Indenture No. 2 thereto
dated as of November 16, 2001, Supplemental Indenture No. 3 thereto dated as of January 15, 2002
and Supplemental Indenture No. 4 thereto dated as of December 15, 2005 (the “Indenture”),
providing for the issuance and delivery by the Company of its 7.96% Senior Notes due 2005 which
have subsequently been paid in full (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 Dearborn, an indirect 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:
Section 1. GUARANTEE.
For value received, Lear Dearborn 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.
- 2 -
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 25th day of April, 2006.
| XXXX CORPORATION | ||||
| By: | /s/ Xxxxx X. Xxxxxxxxxxxx | |||
| Name: Xxxxx X. Xxxxxxxxxxxx Title: Vice Chairman and Chief Financial Officer |
||||
| LEAR OPERATIONS CORPORATION | ||||
| By: | /s/ Xxxxx X. Xxxxxxxxxxxx | |||
| Name: Xxxxx X. Xxxxxxxxxxxx Title: Executive Vice President |
||||
| XXXX SEATING HOLDINGS CORP. # 50 | ||||
| By: | /s/ Xxxxx X. Xxxxxxxxxxxx | |||
| Name: Xxxxx X. Xxxxxxxxxxxx Title: President |
||||
| XXXX CORPORATION XXXX AND INTERIORS | ||||
| By: | /s/ Xxxxx X. Xxxxxxxxxxxx | |||
| Name: Xxxxx X. Xxxxxxxxxxxx Title: President |
||||
| XXXX AUTOMOTIVE (XXXX) SPAIN S.L. | ||||
| By: | /s/ Xxxx Xxxxxxxxx | |||
| Name: Xxxx Xxxxxxxxx | ||||
| Title: Director | ||||
| XXXX CORPORATION MEXICO, S.A. de C.V. | ||||
| By: | /s/ Xxxxx X. Xxxxxxxxxxx | |||
| Name: Xxxxx X. Xxxxxxxxxxx Title: President |
||||
| XXXX CORPORATION (GERMANY) LTD. | ||||
| By: | /s/ Xxxxx X. Xxxxxxxxxxxx | |||
| Name: Xxxxx X. Xxxxxxxxxxxx Title: President |
||||
| XXXX AUTOMOTIVE DEARBORN, INC. | ||||
| By: | /s/ Xxxxx X. Xxxxxxxxxxxx | |||
| Name: Xxxxx X. Xxxxxxxxxxxx Title: President |
||||
| THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee | ||||
| By: | /s/ Xxxxxx Xxxxxxxxx | |||
| Name: Xxxxxx Xxxxxxxxx Title: Assistant Vice President |
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