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 TrusteeIndenture • 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.
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 HEREINForeign 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).
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 HEREINDomestic 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).
TRADEMARK SECURITY AGREEMENTTrademark 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).
DOMESTIC PLEDGE AGREEMENT Dated May 12, 2011 From The Pledgors referred to herein as Pledgors To MORGAN STANLEY SENIOR FUNDING, INC. as Collateral AgentDomestic 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).
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 HEREINGuaranty Agreement • May 17th, 2011 • Sensata Technologies B.V. • 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).
