Exhibit 4.1


 


EXECUTION VERSION





 


 


 


Sensata
Technologies B.V.



 


AND


 


THE GUARANTORS NAMED HEREIN


 


$250,000,000


 


4.000% SENIOR NOTES DUE 2029


 





 






 


FIRST SUPPLEMENTAL INDENTURE


 


Dated as of April 8, 2021


 


 






 


THE BANK OF NEW YORK MELLON







 


Trustee


 





 



 












     


     


    

 


TABLE
OF CONTENTS


 





 


	 	 	Page
	 	 	 
	 	Article 1

    Indenture and definitions	 
	 	 	 
	Section 1.01.	Provisions of the Indenture	1
	Section 1.02	Definitions	2
	 	 	 
	 	Article 2

    THE NOTES	 
	 	 	 
	Section 2.01	The Notes	2
	 	 	 
	 	Article 3

    MISCELLANEOUS PROVISIONS	 
	 	 	 
	Section 3.01	Consent to Service; Jurisdiction; Governing Law; Currency	3
	Section 3.02	Waiver of Jury Trial	3
	Section 3.03	Severability of Invalid Provisions	3
	Section 3.04	Execution in Counterparts	3
	Section 3.05	Certain Matters	4




 









    i


     


    

 


FIRST SUPPLEMENTAL INDENTURE dated as of April 8,
2021 among Sensata Technologies B.V., a private company with limited liability incorporated under Dutch law (the “Issuer”),
the Guarantors party to the Indenture referenced below, and The Bank of New York Mellon, a New York banking corporation, as Trustee under
the Indenture referenced below, to the Indenture referenced below.


 


WHEREAS, the Issuer, the Guarantors and BNYM, as
Trustee, entered into an Indenture dated as of March 29, 2021 (the “Indenture”) to establish and issue $750,000,000
in aggregate principal amount of the Issuer’s 4.000% Senior Notes due 2029 (the “Initial Notes”);


 


WHEREAS, the Indenture provides for the issuance
by the Issuer from time to time thereunder, without the consent of the Holders, of Additional Notes of the same series as the Initial
Notes and with terms and conditions identical to those of the Initial Notes (except for, as applicable, the issue date, the issue price,
the interest accrual date and/or the initial interest payment date thereof), which Additional Notes will be consolidated and form a single
class with the Initial Notes for all purposes under the Indenture;


 


WHEREAS, the Issuer desires to issue an additional
$250,000,000 in aggregate principal amount of its 4.000% Senior Notes due 2029 as Additional Notes under the Indenture as supplemented
hereby (the “Additional Notes” and, together with the Initial Notes, the “Notes”), the terms and
provisions of which Additional Notes are to be as specified in the Indenture and this First Supplemental Indenture, and the Guarantors
desire to Guarantee the obligations of the Issuer with respect thereto, as provided in Article 10 of the Indenture;


 


WHEREAS, the Issuer and the Guarantors have duly
authorized the execution and delivery of this First Supplemental Indenture to authorize the issuance of the Additional Notes under the
Indenture and the provision of the Guarantors’ Guarantees thereof, as applicable; and


 


WHEREAS, all actions of the Issuer and the Guarantors
necessary to make this First Supplemental Indenture a valid agreement of the Issuer and the Guarantors, in accordance with the terms
hereof and of the Indenture, have been done.


 


NOW, THEREFORE, for and in consideration of the
premises and the purchase and acceptance of the Additional Notes by the Holders thereof, the Issuer and the Guarantors covenant and agree
with the Trustee as follows:


 


Article 1


 


Indenture
and definitions


 


Section 1.01.          Provisions
of the Indenture


 


Except as otherwise expressly provided herein,
all of the definitions, provisions, terms and conditions of the Indenture shall remain in full force and effect. The Indenture, as supplemented
by this First Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture and this First Supplemental Indenture
shall be read, taken and considered as one and the same instrument for all purposes, and every Holder of an Additional Note authenticated
and delivered under the Indenture as supplemented by this First Supplemental Indenture shall be bound hereby and thereby. Notwithstanding
any other provision of this Section 1.01, the Indenture or this First Supplemental Indenture to the contrary, to the extent any
provision of this First Supplemental Indenture or any Additional Note issued hereunder shall conflict with any provision of the Indenture,
the provisions of this First Supplemental Indenture shall govern.


 






    1


     


    

 


Section 1.02          Definitions


 


For
all purposes of this First Supplemental Indenture and the Additional Notes, except as otherwise expressly provided herein or unless the
subject matter or context otherwise requires: 


 


(a)            any
reference to an “Article” or a “Section” refers to an Article or Section, as the case may be, of this First
Supplemental Indenture;


 


(b)            the
words “herein”, “hereof” and “hereunder” and other words of similar import refer to this First Supplemental
Indenture as a whole and not to any particular Article, Section or other subdivision;


 


(c)            all
defined terms used in this First Supplemental Indenture that are defined in the Indenture and not defined in this First Supplemental
Indenture have the meanings assigned to them in the Indenture; and


 


(d)            the
term “Notes”, as defined in the Indenture and as used therein (including in any definition therein), shall include the Additional
Notes in addition to the Initial Notes.


 


Article 2


 


THE ADDITIONAL
NOTES


 


Section 2.01          The
Additional Notes


 


(a)            Pursuant
to Section 2.02 of the Indenture, there is hereby authorized the issuance of $250,000,000 in aggregate principal amount of the Issuer’s
4.000% Senior Notes due 2029, which amount shall be specified in the Authentication Order for the Additional Notes pursuant to Section 2.02
of the Indenture. The principal of the Additional Notes shall be due and payable at the Stated Maturity of the principal of the Initial
Notes.


 


(b)            The
Additional Notes will be part of the same series as the Initial Notes and will be consolidated with and form a single class with the
Initial Notes for all purposes under the Indenture, including, but not limited to, for purposes of voting with respect to consents, waivers
and amendments regarding the Indenture or the Notes and redemptions of and offers to purchase the Notes.


 






    2


     


    

 


(c)            The
Additional Notes will be in the form set forth in the Indenture and will have identical terms (other than issue date and issue price).


 





(d)            Each
Guarantor, by its execution hereof, affirms its Note Guarantee as provided in Article 10 of the Indenture with respect to the Additional
Notes and acknowledges and agrees that it shall execute a Notation of Guarantee with respect to the Additional Notes to Guarantee the
Issuer’s obligations under the Additional Notes as required by the Indenture.


 


(e)            The
Issuer confirms its appointment of the Trustee to act as the Registrar and Paying Agent with respect to the Additional Notes as provided
in Section 2.03 of the Indenture, and the Trustee confirms its acceptance of such appointment.


 


Article 3


 


MISCELLANEOUS
PROVISIONS


 


Section 3.01          Consent
to Service; Jurisdiction; Governing Law; Currency


 


Sections 12.08, 12.09(a) and 12.11 of the
Indenture are incorporated herein by reference and shall apply, mutatis mutandis, hereto and to the subject matter hereof.


 


Section 3.02          Waiver
of Jury Trial


 


EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT
OF OR RELATING TO THE INDENTURE, THIS FIRST SUPPLEMENTAL INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY.


 


Section 3.03          Severability
of Invalid Provisions


 


In case any provision in this First Supplemental
Indenture or in the Additional Notes is invalid, illegal or unenforceable, then (to the extent permitted by applicable law) the validity,
legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.


 


Section 3.04           Execution
in Counterparts


 


This First Supplemental Indenture may be executed
in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same
instrument. Delivery of an executed counterpart of a signature page of this First Supplemental Indenture by facsimile or in electronic
format shall be effective as delivery of a manually executed counterpart of this First Supplemental Indenture.


 






    3


     


    

 


Section 3.05          Certain
Matters


 


The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of the Additional Notes and the Guarantors’ Notes Guarantees and Notations
of Guarantee with respect thereto, all of which are made solely by the Issuer and the Guarantors, as applicable.


 


[Signatures on following page]


 






    4


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this First Supplemental Indenture to be duly executed on their respective behalves, all as of the date first written above.


 


	 	ISSUER:
	 	 
	 	SENSATA TECHNOLOGIES B.V., as Issuer



 


	 	By:	/s/ Gerrit H. Ensing













	 	 	Name:	Gerrit H. Ensing
	 	 	Title:	Director




 


[Signature Page to
First Supplemental Indenture]


 









    	 	 	 



     


    

 




	 	GUARANTORS:
	 	 
	 	Sensata Technologies, Inc.
	 	BEI NORTH AMERICA LLC
	 	cRYDOM, INC.
	 	CUSTOM SENSORS &
    tECHNOLOGIES, iNC.
	 	cUSTOM SENSORS &
    tECHNOLOGIES us CORPORATION
	 	cUSTOM SENSORS &
    tECHNOLOGIES us llc
	 	kAVLICO CORPORATION
	 	NEWALL
    ELECTRONICS INC., each as guarantor



 


	 	By:	/s/ Paul Vasington





	 	 	Name:	Paul Vasington
	 	 	Title:	EVP and Chief Financial Officer




 


 


	 	sensata technologies us, llc
	 	sensata technologies us ii, llc,
    each as Guarantor



 



 


	 	By:	/s/
    Paul Vasington
	 	 	Name:	Paul Vasington
	 	 	Title:	Manager




 


 


	 	sti holdco, inc.,
    as Guarantor



 


 


	 	By:	/s/ Paul Vasington






	 	 	Name:	Paul Vasington
	 	 	Title:	Director




 


[Signature Page to
First Supplemental Indenture]


 









    	 	 	 



     


    




 


	 	cdi netherlands B.V.
	 	sensata technologies holding company mexico,
    b.v.
	 	sensata technologies holland b.v., each
    as Guarantor



 


	 	By:	/s/ Gerrit H. Ensing






	 	 	Name:	Gerrit H. Ensing
	 	 	Title:	Director



 


 


	 	Sensata technologies
    bulgaria eood, as a Guarantor



 


	 	By:	/s/ Gerrit H. Ensing













	 	 	Name:	Gerrit H. Ensing
	 	 	Title:	Director


 


[Signature Page to First Supplemental Indenture]









    	 	 	 



     


    

 


	 	Sensata technologies bERMUDA ltd.,
    as a Guarantor



 


	 	By:	/s/ George Verras








	 	 	Name:	George Verras
	 	 	Title:	Director




 


[Signature Page to
First Supplemental Indenture]












    	 	 	 



     


    

 


	Signed by Frank E. DeVita
    (name of director)	 
	for and on behalf of	/s/ Frank E.
    DeVita
	 	 
	AUGUST UK HOLDCO LIMITED, as Guarantor 	Director
	 	 
	 	 
	Signed by Frank E. DeVita (name of director)	 
	for and on behalf of	/s/ Frank E.
    DeVita
	 	 
	CUSTOM SENSORS & TECHNOLOGIES NEWCO LTD.,
    as Guarantor 	Director
	 	 
	 	 
	Signed by Frank E. DeVita (name of director)	 
	for and on behalf of	/s/ Frank E.
    DeVita
	 	 
	SENSATA TECHNOLOGIES UK FINANCING CO. PLC, as
    Guarantor 	Director
	 	 
	 	 
	Signed by Frank E. DeVita (name of director)	 
	for and on behalf of	/s/ Frank E.
    DeVita
	 	 
	ST SCHRADER HOLDING COMPANY UK LIMITED, as Guarantor
    	Director



 


[Signature Page to
First Supplemental Indenture]


 






    	 	 	 



     


    

 	 	 	Sensata technologies
    JAPN lIMITED., as a Guarantor
	 	 	 
	 	 	 
		 	By:	/s/
    Song Changhwan
	 	 		Name:	Song Changhwan
	 	 		Title:	Representative Director




 







[Signature Page to First Supplemental
Indenture]


 






    	 	 	 



     


    

 


	 	AUGUST BRAZIL HOLDING COMPANY
	 	Société à responsabilité
    limitée
	 	Registered office: 12E, rue Guillaume Kroll,
	 	L-1882 Luxembourg
	 	Luxembourg R.C.S.: B 168084,
	 	as Guarantor
	 	 
	 	 
	 	By:	/s/ Joseph Barberia
	 		Name:	Joseph Barberia
	 		Title:	Manager (Class A)
	 	 	 	 
	 	 	 	 
	 	august brazil
    holding company
	 	Société à responsabilité
    limitée
	 	Registered office: 12E, rue Guillaume Kroll,
	 	L-1882 Luxembourg
	 	Luxembourg R.C.S.: B 168084,
	 	as Guarantor
	 	 
	 	 
	 	By:	/s/ Dylan Davies
	 		Name:	Dylan Davies
	 		Title:	Manager (Class B)




 






[Signature Page to
First Supplemental Indenture]


 






    	 	 	 



     


    

 


	 	august lux
    holding company
	 	Société à responsabilité
    limitée
	 	Registered office: 12E, rue Guillaume Kroll,
	 	L-1882 Luxembourg
	 	Luxembourg R.C.S.: B 167704,
	 	as Guarantor
	 	 
	 	 
	 	By:	/s/
    Joseph Barberia
	 		Name:	Joseph Barberia
	 		Title:	Manager (Class A)
	 	 	 	 
	 	 	 	 
	 	august lux
    holding company
	 	Société à responsabilité
    limitée
	 	Registered office: 12E, rue Guillaume Kroll,
	 	L-1882 Luxembourg
	 	Luxembourg R.C.S.: B 167704,
	 	as Guarantor
	 	 
	 	 
	 	By:	/s/
    Dylan Davies
	 		Name:	Dylan Davies
	 		Title:	Manager (Class B)



 






[Signature Page to First Supplemental
Indenture]


 






    	 	 	 



     


    

 	 	august luxUK
    holding company
	 	Société à responsabilité
    limitée
	 	Registered office: 12E, rue Guillaume Kroll,
	 	L-1882 Luxembourg
	 	Luxembourg R.C.S.: B 167757,
	 	as Guarantor
	 	 
	 	 
	 	By:	/s/
    Joseph Barberia
	 		Name:	Joseph Barberia
	 		Title:	Manager (Class A)
	 	 	 	 
	 	 	 	 
	 	august luxUK
    holding company
	 	Société à responsabilité
    limitée
	 	Registered office: 12E, rue Guillaume Kroll,
	 	L-1882 Luxembourg
	 	Luxembourg R.C.S.: B 167757,
	 	as Guarantor
	 	 
	 	 
	 	By:	/s/
    Dylan Davies
	 		Name:	Dylan Davies
	 		Title:	Manager (Class B)




 






[Signature Page to First Supplemental Indenture]


 






    	 	 	 



     


    

 	 	ST
    august lux company S.A.R.L.
	 	Société
    à responsabilité limitée
	 	Registered office:
    12E, rue Guillaume Kroll,
	 	L-1882 Luxembourg
	 	Luxembourg R.C.S.:
    B 192229,
	 	as Guarantor
	 	 
	 	 
	 	By: 	/s/
    Joseph Barberia
	 	 	Name: 	Joseph Barberia
	 	 	Title:	Manager (Class A)
	 	 
	 	 
	 	ST
    august lux company S.A.R.L.
	 	Société
    à responsabilité limitée
	 	Registered office:
    12E, rue Guillaume Kroll,
	 	L-1882 Luxembourg
	 	Luxembourg R.C.S.:
    B 192229,
	 	as Guarantor
	 	 
	 	By:	/s/
    Dylan Davies
	 	 	Name: 	Dylan Davies
	 	 	Title: 	Manager (Class B)

    




 


 


[Signature Page to First Supplemental
Indenture]


 






    	 	 	 



     


    


 



	 	ST august lux intermediate
    holdco S.A.R.L.
	 	Société à responsabilité limitée
	 	Registered office: 12E, rue Guillaume Kroll,
	 	L-1882 Luxembourg
	 	Luxembourg R.C.S.: B 192214,
	 	as Guarantor  
	 	 
	 	 
	 	By:	/s/ Joseph Barberia
	 	 	Name:	Joseph Barberia
	 	 	Title: 	Manager (Class A)



 


	 	 
	 	ST august lux intermediate
    holdco S.A.R.L.
	 	Société à responsabilité limitée
	 	Registered office: 12E, rue Guillaume Kroll,
	 	L-1882 Luxembourg
	 	Luxembourg R.C.S.: B 192214,
	 	as Guarantor  
	 	 
	 	 
	 	By:	/s/ Dylan Davies
	 	 	Name:	Dylan Davies
	 	 	Title:	Manager (Class B)



 


[Signature Page to First Supplemental
Indenture]


 






    	 	 	 



     


    

 


	 	THE BANK OF NEW YORK MELLON, as 

    Trustee, Registrar and Paying Agent
	 	 
	 	By:	/s/ Wanda Camacho
	 	 	Name: Wanda Camacho 
	 	 	Title:    Vice President



 


[Signature Page to First Supplemental
Indenture]