Exhibit 4.1
SECOND SUPPLEMENTAL
INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this
“ Supplemental Indenture ”), dated as of
April 15, 2009 among Sensata Technologies B.V., a private
company with limited liability incorporated under the laws of the
Netherlands (the “ Company ”), the new guarantor
set forth on Schedule I attached hereto (the “ New
Guarantor ”), which is a subsidiary of 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
July 23, 2008 providing for the issuance of 11.25% Senior
Subordinated Notes due 2014 (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 Company’s Obligations under the Notes
and the Indenture on the terms and conditions set forth herein and
therein (the “ Guarantee ”);
WHEREAS, Sections 9.01(i) and
9.01(viii) of the Indenture provide that the Company, the
Guarantors and the Trustee may amend or supplement the Indenture to
cure any ambiguity, mistake, defect or inconsistency or to conform
the text of the Indenture to any provision of the
“Description of Notes” included in the Offering
Memorandum relating to the Notes, and the Company desires to so
amend the Indenture as described below;
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; and
WHEREAS, all of the conditions set
forth in the Indenture to the execution of this Supplemental
Indenture have been complied with.
NOW THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Guarantors, 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 11 of the
Indenture and to be bound by all other applicable provisions of the
Indenture, including the provisions relating to the
subordination of such guarantee set forth in
Article 10 and Article 11, and the Notes and to perform all of the
obligations and agreements of a Guarantor under the
Indenture.
3. AMENDMENT TO THE INDENTURE. The
Indenture is hereby amended to delete the definition of
“Subordinated Indebtedness” as set forth in
Section 1.01 (Definitions) in its entirety and such definition
is hereby replaced with the following:
“ Subordinated
Indebtedness ” means (a) with respect to the
Company, any Indebtedness of the Company that is by its terms
subordinated in right of payment to the Notes and (b) with
respect to any Guarantor of the Notes, any Indebtedness of such
Guarantor that is by its terms subordinated in right of payment to
its Guarantee of the Notes.
4. 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.
5. NOTICES. All notices or other
communications to the New Guarantor shall be given as provided in
Section 13.02 of the Indenture.
6. 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.
7. GOVERNING LAW. THE INDENTURE,
THIS SUPPLEMENTAL INDENTURE, THE NOTES AND THE NOTE GUARANTEES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.
8. 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.
9. EFFECT OF HEADINGS. The section
headings herein are for convenience only and shall not affect the
construction hereof.
10. RESPONSIBILITY FOR RECITALS;
TRUSTEE MAKES NO REPRESENTATION. The recitals herein shall be taken
as the statements of the Company and the Trustee assumes no
responsibility for the correctness thereof. The Trustee makes no
repr
