EXHIBIT 4.3
================================================================================
SUPPLEMENTAL INDENTURE
NO. 2
TO
INDENTURE DATED AS OF MAY 15, 1999
================================================================================
This SUPPLEMENTAL INDENTURE NO. 2 to INDENTURE (this
"Supplemental Indenture") is entered into among Lear Corporation, a Delaware
corporation (the "Company"), Lear Operations Corporation, a Delaware corporation
("LOC"), Lear Corporation Automotive Holdings, a Delaware corporation ("LCAH"),
Lear Seatings Holdings Corp. #50, a Delaware corporation ("Lear No. 50"), Lear
Corporation EEDS and Interiors, a Delaware corporation ("Lear Interiors"), Lear
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"), Lear Automotive
(EEDS) 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 May 15,
1999, as amended by Supplemental Indenture No. 1 thereto dated as of May 2, 2000
(the "Indenture"), providing for the issuance and delivery by the Company of its
7.96% Senior Notes due 2005 (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, 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
-2-
(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.
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.
LEAR CORPORATION
By: /s/ Cameron Hitchcock
---------------------------------
Name: Cameron Hitchcock
Title: Vice President and Treasurer
LEAR OPERATIONS CORPORATION
By: /s/ Edward Mahon
---------------------------------
Name: Edward Mahon
Title: Authorized Officer
LEAR CORPORATION AUTOMOTIVE HOLDINGS
By: /s/ Joseph McCarthy
---------------------------------
Name: Joseph McCarthy
Title: Vice President
LEAR SEATINGS HOLDINGS CORP. #50
By: /s/ Joseph McCarthy
---------------------------------
Name: Joseph McCarthy
Title: Secretary and General Counsel
LEAR CORPORATION EEDS AND INTERIORS
By: /s/ Cameron Hitchcock
---------------------------------
Name: Cameron Hitchcock
Title: Vice President and Treasurer
LEAR CORPORATION AUTOMOTIVE SYSTEMS
By: /s/ Edward Mahon
---------------------------------
Name: Edward Mahon
Title: Authorized Officer
LEAR TECHNOLOGIES, LLC
By: Lear Corporation,
its Sole Member
By: /s/ Cameron Hitchcock
-----------------------------------------
Name: Cameron Hitchcock
Title: Vice President and Treasurer
LEAR MIDWEST AUTOMOTIVE, LIMITED PARTNER
By: Lear Corporation Mendon,
as General Partner
By: /s/ Joseph McCarthy
-----------------------------------------
Name: Joseph McCarthy
Title: Vice President and Secretary
LEAR EAST, LP
By: Lear Corporation Global Development, Inc.,
as General Partner
By: /s/ Joseph McCarthy
-----------------------------------------
Name: Joseph McCarthy
Title: Vice President and Secretary
LEAR AUTOMOTIVE (EEDS) SPAIN S.L.
By: /s/ Joseph McCarthy
-----------------------------------------
Name: Joseph McCarthy
Title: Authorized Representative
THE BANK OF NEW YORK, as Trustee
By: /s/ Luis Perez
-----------------------------------------
Name: Luis Perez
Title: Asst. Vice President