First Supplemental Indenture



 Exhibit 4.1 
 FIRST SUPPLEMENTAL INDENTURE 
 FIRST SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of June 9, 2011, among Sensata Technologies (Korea) Limited (the “New Guarantor”), a subsidiary of Sensata Technologies B.V., a private company with limited liability incorporated under the laws
of the Netherlands (the “Company”), 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 May 12, 2011 providing for the issuance
of 6.5% Senior Notes due 2019 (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 (the “Guarantee”); and 
 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. 
 NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, 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 10 of the Indenture and to be bound by all other applicable provisions of the Indenture, and the Notes and to perform all of the obligations and
agreements of a Guarantor under the Indenture. 
 3. 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. 







 4. NOTICES. All notices or other communications to the New Guarantor shall be given as provided in
Section 12.02 of the Indenture. 
 5. 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. 
 6. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE,
THE INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 7.
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. 
 8. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 
 9. TRUSTEE MAKES NO REPRESENTATION. The Trustee makes no representation as to the validity or sufficiency of the Guarantee of the New Guarantor or this Supplemental Indenture. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and
attested, all as of the date first above written. 
 Dated: June 9, 2011 

 

			
	 SENSATA TECHNOLOGIES (KOREA) LIMITED

 

	 By:
	 	 /s/ Thomas Wroe

		 	Name: Thomas Wroe
		 	Title: Representative Director


  

			
		 	 SENSATA TECHNOLOGIES B.V.

 

	 By:
	 	 /s/ Jeffrey Cote

		 	Name: Jeffrey Cote
		 	Title: Attorney-in-Fact


  

			
	 SENSATA TECHNOLOGIES, INC.

 

	 By:
	 	 /s/ Jeffrey Cote

		 	Name: Jeffrey Cote
		 	Title: Chief Financial Officer


  

			
	 SENSATA TECHNOLOGIES

MASSACHUSETTS, INC.

 

	 By:
	 	 /s/ Jeffrey Cote

		 	Name: Jeffrey Cote
		 	Title: Chief Financial Officer


  

			
	 SENSATA TECHNOLOGIES HOLDING

COMPANY US, B.V.

 

	 By:
	 	 /s/ Jeffrey Cote

		 	Name: Jeffrey Cote
		 	Title: Attorney-in-Fact



  
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	 SENSATA TECHNOLOGIES HOLLAND, B.V.

 

	 By:
	 	 /s/ Jeffrey Cote

		 	Name: Jeffrey Cote
		 	Title: Attorney-in-Fact


  

			
	 SENSATA TECHNOLOGIES HOLDING

COMPANY MEXICO, B.V.

 

	 By:
	 	 /s/ Jeffrey Cote

		 	Name: Jeffrey Cote
		 	Title: Attorney-in-Fact


  

			
	 SENSATA TECHNOLOGIES DE MÉXICO, S.

DE R.L. DE C.V.

 

	 By:
	 	 /s/ Santiago Sepulveda

		 	Name: Santiago Sepulveda
		 	Title: Attorney-in-Fact


  

			
	 SENSATA TECHNOLOGIES JAPAN LIMITED

 

	 By:
	 	 /s/ Hidehiko Ito

		 	Name: Hidehiko Ito
		 	Title: Representative Director


  

			
	 SENSATA TECHNOLOGIES MALAYSIA SDN

BHD

 

	 By:
	 	 /s/ Koh Beng Hock

		 	Name: Koh Beng Hock
		 	Title: Director


  

			
		 	 THE BANK OF NEW YORK MELLON

as Trustee
  

	 By:
	 	 /s/ Catherine F. Donohue

		 	Authorized Signatory



  
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