Sensata Technologies B.V. Sample Contracts

SENSATA TECHNOLOGIES B.V. AND THE GUARANTORS NAMED HEREIN 6.5% SENIOR NOTES DUE 2019 INDENTURE Dated as of May 12, 2011 THE BANK OF NEW YORK MELLON Trustee
Indenture • May 17th, 2011 • Sensata Technologies B.V. • Industrial instruments for measurement, display, and control • New York

INDENTURE dated as of May 12, 2011 among Sensata Technologies B.V., a private company with limited liability incorporated under the laws of the Netherlands (the “Company”), the Guarantors (as defined herein) and The Bank of New York Mellon, a New York banking corporation, as Trustee.

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EMPLOYMENT AGREEMENT
Employment Agreement • March 22nd, 2007 • Sensata Technologies B.V. • Industrial instruments for measurement, display, and control • Delaware

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of November 30, 2006, between Sensata Technologies, Inc., a Delaware corporation (the “Company”), and Jeffrey Cote (“Executive”).

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ASSET AND STOCK PURCHASE AGREEMENT BY AND AMONG SENSATA TECHNOLOGIES, INC., HONEYWELL CO. LTD., HONEYWELL SPOL S.R.O., HONEYWELL AEROSPACE S.R.O., HONEYWELL (CHINA) CO. LTD., HONEYWELL AUTOMATION INDIA LIMITED, HONEYWELL JAPAN INC. HONEYWELL CONTROL...
Asset and Stock Purchase Agreement • October 29th, 2010 • Sensata Technologies B.V. • Industrial instruments for measurement, display, and control • New York

THIS ASSET AND STOCK PURCHASE AGREEMENT (this “Agreement”) is made this 28th day of October, 2010, by and among Sensata Technologies, Inc., a Delaware corporation (“Purchaser”), Honeywell International Inc., a Delaware corporation (“Honeywell”), Honeywell Co. Ltd., a Korea company (“HON Korea”), Honeywell spol s.r.o., a Czech Republic company (“HON Czech”), Honeywell Aerospace s.r.o., a Czech Republic company (“HON Czech Aero”), Honeywell (China) Co. Ltd., a China company (“HON China”), Honeywell Automation India Limited, an India company (“HON India”), Honeywell Control Systems Limited, an England company (“HON England”), Honeywell GmbH, a Germany company (“HON Germany”), Honeywell Japan Inc., a Japan company (“HON Japan”) and collectively with Honeywell, HON Korea, HON Czech, HON Czech Aero, HON China, HON India, HON England and HON Germany, but excluding the Purchased Entities (as defined below), the “Sellers”).

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FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 17th, 2009 • Sensata Technologies B.V. • Industrial instruments for measurement, display, and control • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 2, 2008 among the new guarantors set forth on Schedule I attached hereto, (the “New Guarantors”), each of which is a subsidiary of Sensata Technologies B.V., a private company with limited liability incorporated under the laws of the Netherlands (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”).

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JOINT DEVELOPMENT AND EXCLUSIVE SUPPLY AGREEMENT BETWEEN MEASUREMENT SPECIALTIES, INC. AND TEXAS INSTRUMENTS INCORPORATED
Exclusive Supply Agreement • January 28th, 2010 • Sensata Technologies B.V. • Industrial instruments for measurement, display, and control • Massachusetts

This agreement, between Texas Instruments Incorporated, Automotive Sensors & Controls, of Attleboro MA (TI) and Measurement Specialties, Inc. of Fairfield NJ (MSI) shall have an effective date of 01 July 98.

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SECOND SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 17th, 2009 • Sensata Technologies B.V. • Industrial instruments for measurement, display, and control • New York

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 8, 2008, among the new guarantors set forth on Schedule I attached hereto, (the “New Guarantors”), each of which is a subsidiary of Sensata Technologies B.V., a private company with limited liability incorporated under the laws of the Netherlands (the “Company”), and The Bank of New York, a New York banking corporation, as trustee under the Indenture referred to below (the “Trustee”).

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FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • April 30th, 2009 • Sensata Technologies B.V. • Industrial instruments for measurement, display, and control • New York

FOURTH 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”).

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DOMESTIC GUARANTY Dated as of May 12, 2011 From THE GUARANTORS NAMED HEREIN And THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREIN
Domestic Guaranty • May 17th, 2011 • Sensata Technologies B.V. • Industrial instruments for measurement, display, and control • New York

DOMESTIC GUARANTY (this “Guaranty”) dated as of May 12, 2011 made by the Persons listed on the signature pages hereof under the caption “Subsidiary Guarantors” and the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of the Secured Parties (as defined in the Credit Agreement referred to below).

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FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 17th, 2009 • Sensata Technologies B.V. • Industrial instruments for measurement, display, and control • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 10, 2007, among the new guarantors set forth on Schedule I attached hereto, (the “New Guarantors”), each of which is a subsidiary of Sensata Technologies B.V., a private company with limited liability incorporated under the laws of the Netherlands (the “Company”), and The Bank of New York, a New York banking corporation, as trustee under the Indenture referred to below (the “Trustee”).

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FOREIGN GUARANTY Dated as of May 12, 2011 From THE GUARANTORS NAMED HEREIN And THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREIN
Foreign Guaranty • May 17th, 2011 • Sensata Technologies B.V. • Industrial instruments for measurement, display, and control • New York

FOREIGN GUARANTY dated as of May 12, 2011 made by the Persons listed on the signature pages hereof under the caption “Foreign Guarantors” and the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of the Secured Parties (as defined in the Credit Agreement referred to below).

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ASSIGNMENT AGREEMENT
Assignment Agreement • May 15th, 2009 • Sensata Technologies B.V. • Industrial instruments for measurement, display, and control • New York

This ASSIGNMENT AGREEMENT (this “Agreement”) is entered into as of May 11, 2009, by and among Sovereign Precious Metals, LLC, a Pennsylvania limited liability company (the “Bank”), EMS Engineered Materials Solutions, LLC, a Delaware limited liability company (the “Buyer”), and Sensata Technologies, Inc., a Delaware corporation (“STI”).

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REGISTRATION RIGHTS AGREEMENT Dated: July 23, 2008 among SENSATA TECHNOLOGIES B.V. and THE GUARANTORS NAMED HEREIN and MORGAN STANLEY & CO. INCORPORATED BANC OF AMERICA SECURITIES LLC GOLDMAN, SACHS & CO.
Registration Rights Agreement • July 28th, 2008 • Sensata Technologies B.V. • Industrial instruments for measurement, display, and control • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into July 23, 2008, among Sensata Technologies B.V., a private company with limited liability incorporated under the laws of The Netherlands (the “Company”), the companies named on the signature pages hereto (collectively, the “Guarantors”) and Morgan Stanley & Co. Incorporated, Banc of America Securities LLC and Goldman, Sachs & Co. (the “Placement Agents”).

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TRADEMARK SECURITY AGREEMENT
Trademark Security Agreement • May 17th, 2011 • Sensata Technologies B.V. • Industrial instruments for measurement, display, and control • New York

This Trademark Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Trademark Security Agreement”) dated May 12, 2011 is made by the Persons listed on the signature pages hereto (each, a “Grantor” and, collectively, the “Grantors”) in favor of Morgan Stanley Senior Funding, Inc., as collateral agent (the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

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DOMESTIC PLEDGE AGREEMENT Dated May 12, 2011 From The Pledgors referred to herein as Pledgors To MORGAN STANLEY SENIOR FUNDING, INC. as Collateral Agent
Domestic Pledge Agreement • May 17th, 2011 • Sensata Technologies B.V. • Industrial instruments for measurement, display, and control • New York

The BV Borrower, SENSATA TECHNOLOGIES FINANCE, LLC, a Delaware limited liability company (the “US Borrower” and together with the BV Borrower, the “Borrowers”) and SENSATA TECHNOLOGIES INTERMEDIATE HOLDING B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, have entered into a Credit Agreement dated as of May 12, 2011 (such agreement, as it may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time, being the “Credit Agreement”) with the Lenders (as defined in the Credit Agreement), the Initial L/C Issuer (as defined in the Credit Agreement), the Initial Swing Line Lender (as defined in the Credit Agreement) and the Administrative Agent (as defined in the Credit Agreement).

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SECOND SUPPLEMENTAL INDENTURE
Supplemental Indenture • April 30th, 2009 • Sensata Technologies B.V. • Industrial instruments for measurement, display, and control • New York

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”).

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BV BORROWER GUARANTY Dated as of May 12, 2011 From SENSATA TECHNOLOGIES B.V. as Guarantor in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREIN
Sensata Technologies B.V. • May 17th, 2011 • Industrial instruments for measurement, display, and control • New York

BV BORROWER GUARANTY (this “Guaranty”) dated as of May 12, 2011 made by SENSATA TECHNOLOGIES B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the “Guarantor”), in favor of the Secured Parties (as defined in the Credit Agreement referred to below).

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TRANSITION PRODUCTION AGREEMENT
Transition Production Agreement • May 15th, 2009 • Sensata Technologies B.V. • Industrial instruments for measurement, display, and control • New York

THIS TRANSITION PRODUCTION AGREEMENT (“Agreement”) is made and entered into as of the 11th day of May, 2009, between SENSATA TECHNOLOGIES, INC., a Delaware corporation (“Sensata”), and EMS ENGINEERED MATERIALS SOLUTIONS, LLC, a Delaware limited liability company (“EMS”).

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Sensata Technologies B.V. and the guarantors listed on Schedule II hereto
Sensata Technologies B.V. • July 28th, 2008 • Industrial instruments for measurement, display, and control • New York

Sensata Technologies B.V. (“Sensata”), a private company with limited liability incorporated under the laws of the Netherlands (the “Company”), proposes to issue and sell to Morgan Stanley & Co. Incorporated (the “Representative”), Banc of America Securities LLC, Goldman, Sachs & Co. (collectively, the “Placement Agents”) and a participant under the Company’s Senior Subordinated Term Loan Agreement (as defined below), €141,000,000 principal amount of its 11.25% Senior Subordinated Notes due 2014 (the “Notes”). The Notes are to be issued pursuant to an indenture (the “Indenture”) dated as of the Closing Date (as defined below), among the Company, the Guarantors (as defined below) and The Bank of New York, as trustee (the “Trustee”).

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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, 2007
Stock 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.

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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.

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