Supplemental Indenture No. 4 to Indenture dated as of February 20, 2002
SUPPLEMENTAL INDENTURE NO. 4
SUPPLEMENTAL INDENTURE NO. 4, dated as of June 14, 2006, among Xxxx Corporation, a Delaware
corporation (“Lear” or the “Company”), the Subsidiary Guarantors signatory hereto
(the “Subsidiary Guarantors”) 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”).
W I T N E S S E T H :
WHEREAS, Lear, the Subsidiary Guarantors and the Trustee heretofore executed and delivered an
Indenture, dated as of February 20, 2002, as supplemented by Supplemental Indenture No. 1 thereto
dated as of August 26, 2004, Supplemental Indenture No. 2 thereto dated as of December 15, 2005 and
Supplemental Indenture Xx. 0 xxxxxxx xxxxx xx xx Xxxxx 00, 0000 (xx supplemented, the
“Indenture”), providing for the issuance of $640 million aggregate principal amount at
maturity of Zero-Coupon Convertible Senior Notes due February 20, 2022 (the “Notes”)
(capitalized terms used herein but not otherwise defined have the meanings ascribed thereto in the
Indenture);
WHEREAS, Section 9.02 of the Indenture provides that, other than amendments or waivers
concerning the issues listed in Section 9.02(i) through (xii), Lear, the Subsidiary Guarantors and
the Trustee may amend or supplement the Indenture, the Notes or the Guarantees with the written
consent of the Holders of at least a majority in Principal Amount of the then outstanding Notes
affected thereby;
WHEREAS, Lear desires to amend certain provisions of the Indenture, as set forth in Article I
hereof, to delete in their entirety the covenants contained in Sections 4.07 and 4.08 of the
Indenture; and
WHEREAS, this Supplemental Indenture No. 4 has been duly authorized by all necessary corporate
or other action, as applicable, on the part of each of Lear and the Subsidiary Guarantors and Lear
has obtained the consent of at least a majority in Principal Amount of the then outstanding Notes
to the amendments set forth herein.
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt of which is hereby acknowledged, Lear, the Subsidiary Guarantors and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
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ARTICLE I
Amendments
Section 1.1 Upon written notification to the Trustee by the Company that it has accepted for
purchase and payment pursuant to the offer to purchase all of the Notes validly tendered on or
before midnight, New York City time, on June 13, 2006 pursuant to the Offer to Purchase and Consent
Solicitation Statement, dated May 16, 2006, and any amendments, modifications or supplements
thereto, then automatically (without further act by any person):
(a) Amendments to Article I. Section 1.01 of the Indenture is hereby amended by
deleting, in their entirety, the definitions for each of the following capitalized terms: (i)
“Attributable Value”; (ii) “ERISA”; (iii) “Financing Lease”; (iv) “Lien”; (v) “Permitted Liens”;
(vi) “Receivable Financing Transaction”; and (vii) “Special Purpose Subsidiary”.
(b) Amendments to Article IV.
(i) Section 4.07 of the Indenture is hereby deleted in its entirety and replaced with
“[intentionally omitted]”.
(ii) Section 4.08 of the Indenture is hereby deleted in its entirety and replaced with
“[intentionally omitted]”.
(c) Amendment to Exhibit A (Form of Note).
(i) The first sentence of Paragraph 17 of Exhibit A to the Indenture is hereby deleted in its
entirety.
(ii) The second sentence of Paragraph 17 of Exhibit A to the Indenture is hereby amended by
deleting such sentence in its entirety and replacing it with the following so that such sentence
reads as follows:
“The Indenture imposes certain limitations on the ability of the Company to engage
in mergers and consolidations or transfers of all or substantially all of its
assets.”
Section 1.2 Replacement of Global Note. If necessary, Lear and the Trustee agree to
take any and all actions necessary to replace the Global Note currently held in the name of Cede &
Co. with a new Global Note reflecting the changes set forth in Section 1.1(c) of this Supplemental
Indenture No. 4.
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ARTICLE II
Miscellaneous
Section 2.1. Trustee’s Acceptance. The Trustee hereby accepts this Supplemental
Indenture No. 4 and agrees to perform the same under the terms and conditions set forth in the
Indenture.
Section 2.2. Effectiveness. This Supplemental Indenture No. 4 shall become effective
immediately upon its execution in accordance with the provisions of Article IX of the Indenture.
Section 2.3. Indenture Remains in Full Force and Effect. Except as supplemented
hereby, all provisions in the Indenture shall remain in full force and effect.
Section 2.4. Indenture and Supplemental Indenture No. 4 Construed Together. This
Supplemental Indenture No. 4 is an indenture supplemental to and in implementation of the
Indenture, and the Indenture and this Supplemental Indenture No. 4 shall henceforth be read and
construed together.
Section 2.5. Confirmation and Preservation of Indenture. The Indenture as
supplemented by this Supplemental Indenture No. 4 is in all respects confirmed and preserved.
Section 2.6. Conflict with Trust Indenture Act. If any provision of this Supplemental
Indenture No. 4 limits, qualifies or conflicts with any provision of the TIA that is required or
deemed under the TIA to be part of and govern any provision of this Supplemental Indenture No. 4,
such provision of the TIA shall control. If any provision of this Supplemental Indenture No. 4
modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of
the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this
Supplemental Indenture No. 4, as the case may be.
Section 2.7. Severability. In case any provision in this Supplemental Indenture No. 4
is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
Section 2.8. Benefits of Supplemental Indenture. Nothing in this Supplemental
Indenture No. 4 or the Notes, express or implied, shall give to any Person, other than the parties
hereto and thereto and their successors hereunder and thereunder and the Holders of the Notes, any
benefit of any legal or equitable right, remedy or claim under the Indenture, this Supplemental
Indenture No. 4, the Guarantees or the Notes.
Section 2.9. Successors. All agreements of Lear under this Supplemental Indenture No.
4 shall bind its successors. All agreements of the Trustee in this Supplemental Indenture No. 4
shall bind its successors.
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Section 2.10. Certain Duties and Responsibilities of the Trustee. In entering into
this Supplemental Indenture No. 4, the Trustee shall be entitled to the benefit of every
provision of the Indenture and the Notes relating to the conduct or affecting the liability or
affording protection to the Trustee, whether or not elsewhere herein so provided.
Section 2.11. Governing Law. This Supplemental Indenture No. 4 shall be governed by,
and construed in accordance with, the laws of the State of New York.
Section 2.12. Counterpart Originals. This Supplemental Indenture No. 4 may be signed
in one or more counterparts. Each signed copy shall be an original, but all of them together
represent the same agreement.
Section 2.13. Headings. The Article and Section headings herein are inserted for
convenience of reference only, are not intended to be considered a part hereof and shall not modify
or restrict any of the terms or provisions hereof.
Section 2.14. The Trustee. The Trustee shall not be responsible in any manner for or
in respect of the validity or sufficiency of this Supplemental Indenture No. 4 or for or in respect
of the recitals contained herein, all of which are made by Lear.
[signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 4 to be
duly executed as of the date first written above.
| XXXX CORPORATION |
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| By: | /s/ Xxxxx X. Xxxxxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxxxxx | |||
| Title: | Vice Chairman and Chief Financial Officer | |||
| LEAR OPERATIONS CORPORATION |
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| By: | /s/ Xxxxx X. Xxxxxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxxxxx | |||
| Title: | Executive Vice President | |||
| XXXX SEATING HOLDINGS CORP. # 50 |
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| By: | /s/ Xxxxx X. Xxxxxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxxxxx | |||
| Title: | President | |||
| XXXX CORPORATION XXXX AND INTERIORS |
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| By: | /s/ Xxxxx X. Xxxxxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxxxxx | |||
| Title: | President | |||
| LEAR AUTOMOTIVE (XXXX) SPAIN S.L. |
||||
| By: | /s/ Xxxx Xxxxxxxxx | |||
| Name: | Xxxx Xxxxxxxxx | |||
| Title: | Director | |||
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| XXXX CORPORATION MEXICO, S.A. de C.V. |
||||
| By: | /s/ Xxxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxxxx | |||
| Title: | President | |||
| XXXX CORPORATION (GERMANY) LTD. |
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| By: | /s/ Xxxxx X. Xxxxxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxxxxx | |||
| Title: | President | |||
| LEAR 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 |
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| By: | /s/ Xxxxxx Xxxxxxxxx | |||||
| Name: Xxxxxx Xxxxxxxxx | ||||||
| Title: Assistant Vice President | ||||||
