EX-4.1 2 exhibit41.htm EXHIBIT 4.1 Exhibit 4.1

Exhibit 4.1



 
 
 
 
 
 
 
 
LEAR CORPORATION, as Issuer
THE SUBSIDIARY GUARANTORS PARTY HERETO, as Subsidiary Guarantors
AND
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
 
 
 
 
4.75% SENIOR NOTES DUE 2023
5.375% SENIOR NOTES DUE 2024
5.25% SENIOR NOTES DUE 2025
SIXTH SUPPLEMENTAL INDENTURE DATED AS OF
June 25, 2015
TO THE INDENTURE DATED AS OF
March 26, 2010
 
 




Exhibit 4.1


This SIXTH SUPPLEMENTAL INDENTURE, dated as of June 25, 2015 (this “Sixth Supplemental Indenture”), is by and among Lear Corporation, a Delaware corporation (such corporation and any successor as defined in the Base Indenture and herein, the “Company”), the existing Subsidiary Guarantors party hereto listed on Schedule I hereto, Albert Trostel & Sons Company, a Wisconsin corporation (“AT&S”), and Eagle Ottawa North America, LLC, a Wisconsin limited liability company (“Eagle NA” and, together with AT&S, the “Additional Guarantors”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (such institution and any successor as defined in the Base Indenture, the “Trustee”).
WITNESSETH:
WHEREAS, the Company and the Subsidiary Guarantors have previously executed and delivered an Indenture, dated as of March 26, 2010 (the “Base Indenture”), with the Trustee providing for the issuance from time to time of one or more series of the Company’s senior debt securities, as amended and supplemented by a First Supplemental Indenture, dated as of March 26, 2010 (the “First Supplemental Indenture”), a Second Supplemental Indenture, dated as of August 15, 2012 (the “Second Supplemental Indenture”), a Third Supplemental Indenture, dated as of January 17, 2013 (the “Third Supplemental Indenture”), a Fourth Supplemental Indenture, dated as of March 14, 2014 (the “Fourth Supplemental Indenture”), and a Fifth Supplemental Indenture, dated as of November 21, 2014 (the “Fifth Supplemental Indenture” and, together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Indenture”);
WHEREAS, the First Supplemental Indenture provided for the issuance of the Company’s 7.875% Senior Notes due 2018 (the “2018 Notes”) and the Company’s 8.125% Senior Notes due 2020 (the “2020 Notes,” and together with the 2018 Notes, the “Redeemed Notes”);
WHEREAS, prior to the date hereof, the Company has redeemed in full all outstanding Redeemed Notes in accordance with the applicable provisions of the First Supplemental Indenture;
WHEREAS, the Third Supplemental Indenture provided for the issuance of the Company’s 4.75% Senior Notes due 2023 (the “2023 Notes”), the Fourth Supplemental Indenture provided for the issuance of the Company’s 5.375% Senior Notes due 2024 (the “2024 Notes”), and the Fifth Supplemental Indenture provided for the issuance of the Company’s 5.25% Senior Notes due 2025 (the “2025 Notes” and, together with the 2023 Notes and the 2024 Notes, the “Notes”);
WHEREAS, Section 4.08 of each of the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture provides that the Company will cause each new Domestic Subsidiary that is a guarantor of any Credit Facility of the Company or a Domestic Subsidiary or any Material Domestic Indebtedness, as applicable, to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will Guarantee payment of the 2023 Notes, 2024 Notes or 2025 Notes, as applicable;



Exhibit 4.1


WHEREAS, the Company, the Subsidiary Guarantors and the Additional Guarantors are entering into this Supplemental Indenture to add the Additional Guarantors as Subsidiary Guarantors of the Notes;
WHEREAS, the Indenture is incorporated herein by reference; and
WHEREAS, all conditions necessary to authorize the execution and delivery of this Sixth Supplemental Indenture and to make it a valid and binding obligation of the Company, the Subsidiary Guarantors and the Additional Guarantors have been completed or performed.
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company, the Subsidiary Guarantors, the Additional Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01            Definitions; Rules of Construction.

All capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the Indenture. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Sixth Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision.

ARTICLE 2

AGREEMENT TO GUARANTEE

SECTION 2.01            Agreement to Guarantee.
The Additional Guarantors hereby agree to become a party to the Indenture as Subsidiary Guarantors and shall have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. The Additional Guarantors agree to be bound by all other provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture.
ARTICLE 3

MISCELLANEOUS

SECTION 3.01        Indenture Remains in Full Force and Effect.

Except as expressly amended and supplemented by this Sixth Supplemental Indenture, the Indenture shall remain in full force and effect in accordance with its terms.



Exhibit 4.1


SECTION 3.02        Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SIXTH SUPPLEMENTAL INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
SECTION 3.03        Severability.

In case any provision in this Sixth Supplemental Indenture or in the Notes 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.
SECTION 3.04    Counterpart Originals.

The parties may sign any number of copies of this Sixth Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.
SECTION 3.05        Headings.

The headings in this Sixth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Sixth Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
SECTION 3.06         No Recitals, etc.

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Sixth Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Issuers and the Subsidiary Guarantors.

[signature page follows]



Exhibit 4.1



SIGNATURES
Dated as the date first written above.
COMPANY:
LEAR CORPORATION
By: /s/ Jeffrey H. Vanneste
Name: Jeffrey H. Vanneste
Title: Senior Vice President and Chief Financial Officer
SUBSIDIARY GUARANTORS:
LEAR CORPORATION EEDS AND INTERIORS
LEAR MEXICAN SEATING CORPORATION
LEAR OPERATIONS CORPORATION
GUILFORD MILLS, INC.


By: /s/ Jeffrey H. Vanneste
Name: Jeffrey H. Vanneste
Title: President, Principal Executive Officer and Principal Financial Officer
ADDITIONAL GUARANTORS:
ALBERT TROSTEL & SONS COMPANY
By: /s/ Jeffrey H. Vanneste
Name: Jeffrey H. Vanneste
Title: President, Principal Executive Officer and Principal Financial Officer
EAGLE OTTAWA NORTH AMERICA, LLC
By: /s/ William P. McLaughlin
Name: William P. McLaughlin
Title: Secretary



Exhibit 4.1


TRUSTEE:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:    /s/ Lawrence M. Kusch
Name: Lawrence M. Kusch
Title: Vice President



Exhibit 4.1


SCHEDULE I

SUBSIDIARY GUARANTORS
SUBSIDIARY
STATE OF ORGANIZATION
Lear Corporation EEDS and Interiors
Delaware
Lear Mexican Seating Corporation
Delaware
Lear Operations Corporation
Delaware
Guilford Mills, Inc.
Delaware