SENSATA TECHNOLOGIES B.V. AND THE GUARANTORS NAMED HEREIN 9% SENIOR SUBORDINATED NOTES DUE 2016Indenture • December 29th, 2006 • Sensata Technologies Holland, B.V. • New York
INDENTURE dated as of April 27, 2006 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, a New York banking corporation, as Trustee.
CREDIT AGREEMENT Dated as of April 27, 2006 among SENSATA TECHNOLOGIES B.V. as BV Borrower SENSATA TECHNOLOGIES FINANCE COMPANY, LLC as US Borrower SENSATA TECHNOLOGIES INTERMEDIATE HOLDING B.V. as Parent MORGAN STANLEY SENIOR FUNDING, INC. as...Credit Agreement • December 29th, 2006 • Sensata Technologies Holland, B.V. • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of April 27, 2006 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”), SENSATA TECHNOLOGIES INTERMEDIATE HOLDING B.V., a besloten vennootschap organized under the laws of the Netherlands (the “Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, each a “Lender”), the Initial L/C Issuer, the Initial Swing Line Lender and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2006 • Sensata Technologies Holland, B.V. • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of May 12, 2006, between Sensata Technologies, Inc., a Delaware corporation (the “Company”), and Martha Sullivan (“Executive”).
ASSET AND STOCK PURCHASE AGREEMENT dated as of January 8, 2006 between TEXAS INSTRUMENTS INCORPORATED and S&C PURCHASE CORP.Asset and Stock Purchase Agreement • December 29th, 2006 • Sensata Technologies Holland, B.V. • New York
AGREEMENT (this “Agreement”) dated as of January 8, 2006 between Texas Instruments Incorporated, a Delaware corporation (“Seller”), and S&C Purchase Corp., a Delaware corporation (“Buyer”).
REGISTRATION RIGHTS AGREEMENT Dated: April 27, 2006 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 • December 29th, 2006 • Sensata Technologies Holland, B.V. • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into April 27, 2006, 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”).
S&C FINANCE COMPANY, LLC A Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT Dated as of February 21, 2006Limited Liability Company Agreement • December 29th, 2006 • Sensata Technologies Holland, B.V. • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of February 21, 2006 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and between the Company and the members listed on Schedule I attached hereto. Certain terms used herein are defined in Section 1.1 below.
SENSATA TECHNOLOGY, INC. – ENGINEERED MATERIALS SOLUTIONS, INC. CONSIGNMENT AGREEMENTConsignment Agreement • December 29th, 2006 • Sensata Technologies Holland, B.V. • Massachusetts
CONSIGNMENT AGREEMENT, dated as of October 23, 2006 (the “Agreement”), by and between SENSATA TECHNOLOGIES, INC., a Delaware corporation, “Sensata”) and ENGINEERED MATERIALS SOLUTIONS, INC., a Delaware corporation (the “Company”).
INVESTOR RIGHTS AGREEMENT among Sensata Management Company S.A., Sensata Investment Company S.C.A., Sensata Technologies Holding B.V., Funds managed by Bain Capital Partners, LLC or its Affiliates, and certain other Persons Dated as of April 27, 2006Investor Rights Agreement • December 29th, 2006 • Sensata Technologies Holland, B.V. • New York
Closing, each of the Investors owns the number and class of securities set forth opposite its name on the “Schedule of Holders” attached hereto in its capacity as a limited securityholder of Luxco. Parent is the manager and unlimited securityholder of Luxco
DOMESTIC GUARANTY Dated as of April 27, 2006 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 HEREINDomestic Guaranty • December 29th, 2006 • Sensata Technologies Holland, B.V. • New York
DOMESTIC GUARANTY dated as of April 27, 2006 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).
CONSIGNMENT AGREEMENTConsignment Agreement • December 29th, 2006 • Sensata Technologies Holland, B.V. • New York
CONSIGNMENT AGREEMENT, dated as of October 22, 2006 (the “Agreement”), by and between HSBC BANK USA, NATIONAL ASSOCIATION, a bank organized under the laws of the United States with offices located at 452 Fifth Avenue, New York, New York 10018 (“HSBC”) and SENSATA TECHNOLOGIES, INC., a Delaware corporation with offices located at 529 Pleasant Street, Attleboro, Massachusetts 02703 (the “Company”).
FOREIGN GUARANTY Dated as of April 27, 2006 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 HEREINForeign Guaranty • December 29th, 2006 • Sensata Technologies Holland, B.V. • New York
FOREIGN GUARANTY dated as of April 27, 2006 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).
CROSS LICENSE AGREEMENTCross License Agreement • December 29th, 2006 • Sensata Technologies Holland, B.V. • New York
This CROSS LICENSE AGREEMENT (this “Agreement”), dated as of April , 2006 (the “Effective Date”), is entered into by and between Texas Instruments Incorporated, a Delaware corporation (“Seller”), and Sensata Technologies B.V., a Dutch limited liability company, formerly known as Potazia Holding B.V., assignee of S&C Purchase Corp. (“Buyer”) (each a “Party” and collectively, the “Parties”).
DOMESTIC SECURITY AGREEMENT Dated April 27, 2006 From The Grantors referred to herein as Grantors To MORGAN STANLEY & CO. INCORPORATED as Collateral AgentDomestic Security Agreement • December 29th, 2006 • Sensata Technologies Holland, B.V. • New York
DOMESTIC SECURITY AGREEMENT dated April 27, 2006 (this “Agreement”) made by SENSATA TECHNOLOGIES FINANCE COMPANY, LLC, a Delaware limited liability company (the “US Borrower”), and the other Persons listed on the signature pages hereof (together with the US Borrower, the “Grantors”), to Morgan Stanley & Co. Incorporated, as collateral agent (together with any successor collateral agent appointed pursuant to Article 9 of the Credit Agreement referred to below, the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
ADVISORY AGREEMENTAdvisory Agreement • December 29th, 2006 • Sensata Technologies Holland, B.V. • New York
This Advisory Agreement (this “Agreement”) is made and entered into as of April 27, 2006 (the “Effective Date”), by and among Sensata Investment Company S.C.A., a société en commandite par actions organized under the laws of the Grand Duchy of Luxembourg (“Luxco”), Sensata Technologies Holding B.V., a private limited liability company incorporated under the laws of the Netherlands (“Dutchco”), Sensata Technologies B.V., a private limited liability company incorporated under the laws of the Netherlands (the “Company”), Bain Capital Partners, LLC, a Delaware limited liability company (“BCP”), Portfolio Company Advisors Limited, a company organized under the laws of England and Wales (“PCA”), Bain Capital, Ltd., a company organized under the laws of England and Wales (“BCL” and together with BCP and PCA, “Bain”), and CCMP Capital Asia Ltd., a corporation organized under the laws of the Cayman Islands (“CCMPA” and together with Bain, the “Advisors”). Certain capitalized terms used but not
STOCK PURCHASE AGREEMENT BY AND AMONG SENSATA TECHNOLOGIES, INC., FIRST TECHNOLOGY LIMITED, AND HONEYWELL INTERNATIONAL INC. November 3, 2006Stock Purchase Agreement • December 29th, 2006 • Sensata Technologies Holland, B.V. • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made this 3rd day of November, 2006, by and among Sensata Technologies, Inc., a Delaware corporation (“Purchaser”), First Technology Limited, a United Kingdom corporation and an indirect wholly owned Subsidiary of Honeywell formerly known as First Technology plc (“FT”), and Honeywell International Inc., a Delaware corporation (“Honeywell”). Each of FT and Honeywell is referred to herein as a “Seller” and, collectively, as the “Sellers.”
TRANSITION SERVICES AGREEMENT dated as of April 27, 2006 between TEXAS INSTRUMENTS INCORPORATED and SENSATA TECHNOLOGIES B.V.Transition Services Agreement • December 29th, 2006 • Sensata Technologies Holland, B.V. • New York
WHEREAS, pursuant to that certain Asset and Stock Purchase Agreement dated as of January 8, 2006 between Buyer (as assignee of S&C Purchase Corp. effective as of February 8, 2006) and Seller (as amended, the “Purchase Agreement”), Seller and its Subsidiaries have agreed to sell to Buyer the Shares and the Purchased Assets, and Buyer has agreed to purchase the Shares and the Purchased Assets and to assume the Assumed Liabilities from Seller and its Subsidiaries as provided therein;
SECURITYHOLDERS AGREEMENTSecurityholders Agreement • December 29th, 2006 • Sensata Technologies Holland, B.V. • New York
This SECURITYHOLDERS AGREEMENT (this “Agreement”) is made as of April 27, 2006 by and among (i) Sensata Investment Company S.C.A., a société en commandite par actions organized under the laws of the Grand Duchy of Luxembourg (the “Company”), (ii) Sensata Technologies Holding B.V., a private limited liability company incorporated under the laws of the Netherlands (the “Dutchco”), (iii) Sensata Management Company S.A., a société anonyme organized under the laws of the Grand Duchy of Luxembourg (“Parent”), (iv) funds managed by Bain Capital Partners, LLC or its Affiliates that are listed on the signature pages hereto (collectively, “Bain”), (v) Asia Opportunity Fund II, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“AOF II”), and (vi) AOF II Employee Co-Invest Fund, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“AOF Employee Fund” and together with AOF II, “CCMPA”).
AMENDMENT NO. 1 TO ADVISORY AGREEMENTAdvisory Agreement • December 29th, 2006 • Sensata Technologies Holland, B.V. • New York
This AMENDMENT NO. 1 TO ADVISORY AGREEMENT (this “Amendment”) is made as of December 19, 2006, by and between Sensata Technologies B.V., a private limited liability company incorporated under the laws of the Netherlands (the “Company”), and Bain Capital Partners, LLC, a Delaware limited liability company (“BCP”), and this Amendment amends that certain Advisory Agreement, dated as of April 27, 2006, by and among the Company, Sensata Investment Company S.C.A., Sensata Technologies Holding B.V., BCP, Portfolio Company Advisors Limited, Bain Capital, Ltd., and CCMP Capital Asia Ltd. (the “Advisory Agreement”).
Sensata Technologies B.V. and the guarantors listed on Schedule II hereto $450,000,000 8% Senior Notes Due 2014 €245,000,000 9% Senior Subordinated Notes Due 2016 PLACEMENT AGREEMENTJoinder Agreement • December 29th, 2006 • Sensata Technologies Holland, B.V. • New York
Sensata Technologies B.V., 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, Banc of America Securities LLC and Goldman Sachs & Co. (the “Placement Agents”), $450,000,000 principal amount of its 8% Senior Notes due 2014 (the “Senior Notes”) and €245,000,000 principal amount of its 9% Senior Subordinated Notes due 2016 (the “Senior Subordinated Notes” and, together with the Senior Notes, the “Notes”). The Senior Notes are to be issued pursuant to an indenture (the “Senior Notes Indenture”) to be dated as of the Closing Date (as defined below) among the Company, the Guarantors (as defined below) and The Bank of New York, as the trustee (the “Senior Notes Trustee”). The Senior Subordinated Notes are to be issued pursuant to an indenture (the “Senior Subordinated Notes Indenture” and, together with the Senior Notes Indenture, the “Indentures”) to be dated as of the Closin
AMENDMENT NO. 2 TO ASSET AND STOCK PURCHASE AGREEMENTAsset and Stock Purchase Agreement • December 29th, 2006 • Sensata Technologies Holland, B.V. • New York
AMENDMENT NO. 2 (this “Amendment”), dated as of April 27, 2006 to the Asset and Stock Purchase Agreement, between Texas Instruments Incorporated (“Seller”) and S&C Purchase Corp., dated as of January 8, 2006 (as amended, the “Agreement”).
Supply and Purchase Agreement by and between Engineered Materials Solutions, Inc. and Texas Instruments Incorporated Dated 10/17/05Supply and Purchase Agreement • December 29th, 2006 • Sensata Technologies Holland, B.V. • Massachusetts
This Supply and Purchase Agreement (the “Agreement”), made this 17th day of December, 2005 (the “Effective Date”), is by and between Texas Instruments Incorporated, a Delaware corporation, with its principal place of business at 34 Forest Street, Attleboro, MA 02703 (hereinafter “BUYER”), and Engineered Materials Solutions, Inc., a Delaware corporation, with its principal place of business at 39 Perry Avenue, Attleboro, MA 02703 (hereinafter “SUPPLIER”).
GUARANTY Dated as of May 15, 2006 From SENSATA TECHNOLOGIES B.V. as Guarantor in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREINGuaranty • December 29th, 2006 • Sensata Technologies Holland, B.V. • New York
GUARANTY dated as of May 15, 2006 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).
