STOCK PURCHASE AGREEMENT by and among AIRPAX HOLDINGS, INC., THE STOCKHOLDERS OF AIRPAX HOLDINGS, INC., WILLIAM BLAIR CAPITAL PARTNERS VII QP, L.P., as Stockholders’ Representative and SENSATA TECHNOLOGIES, INC. Dated as of June 8, 2007Stock Purchase Agreement • August 9th, 2007 • Sensata Technologies B.V. • Industrial instruments for measurement, display, and control • Illinois
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of June 8, 2007, by and among Airpax Holdings, Inc., a Delaware corporation (the “Company”), the Persons identified as “Stockholders” on the signature pages attached hereto (collectively, the “Stockholders” and each a “Stockholder”), William Blair Capital Partners VII QP, L.P., a Delaware limited partnership, as Stockholders’ Representative (the “Stockholders’ Representative”) and Sensata Technologies, Inc., a Delaware corporation (the “Buyer”). Unless otherwise provided, capitalized terms used herein are defined in Article 1 below.
SENIOR SUBORDINATED TERM LOAN AGREEMENT Dated as of July 27, 2007 among SENSATA TECHNOLOGIES B.V. as BV Borrower SENSATA TECHNOLOGIES FINANCE COMPANY, LLC as US Borrower MORGAN STANLEY SENIOR FUNDING, INC. as Administrative Agent THE OTHER LENDERS...Senior Subordinated Term Loan Agreement • August 9th, 2007 • Sensata Technologies B.V. • Industrial instruments for measurement, display, and control • New York
This SENIOR SUBORDINATED TERM LOAN AGREEMENT (this “Agreement”) is entered into as of July 27, 2007 among SENSATA TECHNOLOGIES B.V., a besloten vennootschap organized under the laws of the Netherlands (the “BV Borrower”), SENSATA TECHNOLOGIES FINANCE COMPANY, LLC, a Delaware limited liability company (the “US Borrower”), the Guarantors (as hereinafter defined) from time to time parties hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, each a “Lender”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, BANC OF AMERICA BRIDGE LLC, as Syndication Agent and GOLDMAN SACHS CREDIT PARTNERS L.P., as Documentation Agent.
