SENSATA TECHNOLOGIES B.V. AND THE GUARANTORS NAMED HEREIN 11.25% SENIOR SUBORDINATED NOTES DUE 2014 INDENTURE Dated as of July 23, 2008 THE BANK OF NEW YORK MELLON Trustee THE BANK OF NEW YORK (LUXEMBOURG) S.A. Luxembourg Paying AgentIndenture • July 28th, 2008 • Sensata Technologies B.V. • Industrial instruments for measurement, display, and control • New York
INDENTURE dated as of July 23, 2008 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), The Bank of New York Mellon, a New York banking corporation, as Trustee, and The Bank of New York (Luxembourg) S.A., as Luxembourg Paying Agent.
Sensata Technologies B.V. and the guarantors listed on Schedule II heretoPlacement Agreement • July 28th, 2008 • Sensata Technologies B.V. • 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”).
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”).
