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The Netherlands
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001-34652
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98-0641254
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry Into a Material Definitive Agreement.
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Item 9.01
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Financial Statements and Exhibits.
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10.1
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Amendment No. 1 to Credit Agreement dated as of December 6, 2012, to the Credit Agreement dated as of May 12, 2011, by and among Sensata Technologies B.V., Sensata Technologies Finance Company LLC, Sensata Technologies Intermediate Holding B.V., the subsidiary guarantors party thereto, Morgan Stanley Senior Funding, Inc., and Barclays Bank PLC.
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SENSATA TECHNOLOGIES HOLDING N.V.
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/s/ Robert Hureau
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Date: December 10, 2012
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Name: Robert Hureau
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Title: Chief Financial Officer
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Exhibit No.
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Description
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10.1
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Amendment No. 1 to Credit Agreement dated as of December 6, 2012, to the Credit Agreement dated as of May 12, 2011, by and among Sensata Technologies B.V., Sensata Technologies Finance Company LLC, Sensata Technologies Intermediate Holding B.V., the subsidiary guarantors party thereto, Morgan Stanley Senior Funding, Inc., and Barclays Bank PLC.
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NYDOCS01/1311404
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1
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Amendment No. 1 to
Credit Agreement
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Level
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Indebtedness
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Level I
> 1.5:1.0
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100%
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Level II
< 1.5:1.0 but
>
1.0:1.0
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50%
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Level III
< 1.0:1.0
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0%
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Level
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Excess Cash Flow
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Level I
> 1.5:1.0
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25%
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Level II
<
1.5:1.0
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0%
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NYDOCS01/1311404
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2
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Amendment No. 1 to
Credit Agreement
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NYDOCS01/1311404
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3
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Amendment No. 1 to
Credit Agreement
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NYDOCS01/1311404
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4
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Amendment No. 1 to
Credit Agreement
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NYDOCS01/1311404
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5
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Amendment No. 1 to
Credit Agreement
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NYDOCS01/1311404
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6
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Amendment No. 1 to
Credit Agreement
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SENSATA TECHNOLOGIES B.V.,
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as BV Borrower
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By:
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/s/ Geert Braaksma
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Name: Geert Braaksma
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Title: Director
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SENSATA TECHNOLOGIES FINANCE COMPANY, LLC,
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as US Borrower
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By:
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/s/ Jeffrey Cote
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Name: Jeffrey Cote
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Title: Chief Financial Officer
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SENSATA TECHNOLOGIES INTERMEDIATE HOLDING B.V.,
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as Parent
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By:
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/s/ Geert Braaksma
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Name: Geert Braaksma
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Title: Director
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Signature Page to
Amendment No. 1 to Credit Agreement
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SENSATA TECHNOLOGIES, Inc.,
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as Guarantor
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By:
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/s/ Jeffrey Cote
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Name: Jeffrey Cote
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Title: Chief Financial Officer
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SENSATA TECHNOLOGIES MASSACHUSETTS, Inc.,
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as Guarantor
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By:
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/s/ Jeffrey Cote
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Name: Jeffrey Cote
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Title: Chief Financial Officer
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Signature Page to
Amendment No. 1 to Credit Agreement
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SENSATA TECHNOLOGIES HOLDING COMPANY US B.V.,
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as Guarantor
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By:
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/s/ Geert Braaksma
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Name: Geert Braaksma
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Title: Director
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SENSATA TECHNOLOGIES HOLLAND, B.V.,
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as Guarantor
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By:
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/s/ Geert Braaksma
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Name: Geert Braaksma
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Title: Director
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SENSATA TECHNOLOGIES HOLDING COMPANY MEXICO, B.V.,
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as Guarantor
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By:
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/s/ Geert Braaksma
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Name: Geert Braaksma
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Title: Director
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Signature Page to
Amendment No. 1 to Credit Agreement
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SENSATA TECHNOLOGIES DE MÉXICO, S. DE R.L. DE C.V.
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as Guarantor
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By:
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/s/ Santiago Sepulveda
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Name: Santiago Sepulveda
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Title: Attorney-in-Fact
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Signature Page to
Amendment No. 1 to Credit Agreement
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SENSATA TECHNOLOGIES JAPAN LIMITED,
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as Guarantor
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By:
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/s/ Akira Hayashi
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Name: Akira Hayashi
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Title: Representative Director
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Signature Page to
Amendment No. 1 to Credit Agreement
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SENSATA TECHNOLOGIES MALAYSIA SDN. BHD.,
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as Guarantor
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By:
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/s/ Jeffrey Cote
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Name: Jeffrey Cote
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Title: Director
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Signature Page to
Amendment No. 1 to Credit Agreement
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MORGAN STANLEY SENIOR FUNDING, INC.,
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as Administrative Agent
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By:
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/s/ Stephen B. King
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Name: Stephen B. King
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Title: VP
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Signature Page to
Amendment No. 1 to Credit Agreement
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1.
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Such Assignor hereby sells and assigns, without recourse except as to the representations and warranties made by it herein, to such Assignee, and such Assignee hereby purchases and assumes from such Assignor, an interest in and to such Assignor’s rights and obligations under the Credit Agreement as of the date hereof equal to the percentage interest specified on Schedule 1 hereto of all outstanding rights and obligations under the Facility or Facilities specified on Schedule 1 hereto. After giving effect to such sale and assignment, such Assignee’s Commitments and the amount of the Loans owing to such Assignee will be as set forth on Schedule 1 hereto.
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2.
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Such Assignor (i) represents and warrants that its name set forth on Schedule 1 hereto is its legal name, that it is the legal and beneficial owner of the interest or interests being assigned by it hereunder and that such interest or interests are free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; and (iv) attaches the Note or Notes (if any) held by such Assignor and requests that the Administrative Agent exchange such Note or Notes for a new Note or Notes payable to the order of such Assignee in an amount equal to the Commitments assumed by such Assignee pursuant hereto or new Notes payable to the order of such Assignee in an amount equal to the Commitments assumed by such Assignee pursuant hereto and such Assignor in an amount equal
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NYDOCS02/931938
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A - 1
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Form of Assignment and Assumption
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3.
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Such Assignee (i) confirms that it has received a copy of the Credit Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption; (ii) agrees that it will, independently and without reliance upon any Agent, any Assignor or any other Lender Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) represents and warrants that its name set forth on Schedule 1 hereto is its legal name; (iv) confirms that it is an Eligible Assignee; (v) appoints and authorizes each Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to such Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (vi) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender Party; and (vii) attaches any information related to Taxes as required by Article 3 of the Credit Agreement.
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4.
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[Such Assignee is an Affiliated Lender and hereby represents and warrants that (i) after giving effect to this Assignment and Assumption, the aggregate principal amount of Total Outstanding Term Loans held by all Affiliated Lenders will not exceed 25% of the original principal amount of all Total Outstanding Term Loans at such time and (ii) such Assignee does not possess any MNPI with respect to any Loan Party that both (x) has not been disclosed to the assigning Lender (other than because such assigning Lender does not wish to receive MNPI with respect to any Loan Party) prior to such date and (y) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign Loans to such Affiliated Lender.]
5
[The Assignee hereby represents and warrants that it is not an Affiliated Lender.]
6
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5.
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Following the execution of this Assignment and Assumption, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent. The effective date for this Assignment and Assumption (the “
Effective Date
”) shall be the date of acceptance hereof by the Administrative Agent, unless otherwise specified on Schedule 1 hereto.
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6.
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Upon such acceptance and recording by the Administrative Agent, as of the Effective Date, (i) such Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Assumption, have the rights and obligations of a Lender thereunder and (ii) such Assignor shall, to the extent provided in this Assignment and Assumption, relinquish its rights and be released from its obligations under the Credit Agreement (other than its rights and obligations under the Loan Documents that are specified under the terms of such Loan Documents to survive the payment in full of the Obligations of the Loan Parties under the Loan Documents to the extent any claim thereunder relates to an event arising prior to the Effective Date of this Assignment and Assumption) and, if this Assignment and Assumption covers all of the remaining portion of the rights and obligations of such Assignor under the Credit Agreement, such Assignor shall cease to be a party thereto.
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NYDOCS02/931938
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A - 2
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Form of Assignment and Assumption
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7.
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Upon such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement and the other Loan Documents in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to such Assignee. Such Assignor and such Assignee shall make all appropriate adjustments in payments under the Credit Agreement and the other Loan Documents for periods prior to the Effective Date directly between themselves.
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8.
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This Assignment and Assumption shall be governed by, and construed in accordance with, the laws of the State of New York.
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9.
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This Assignment and Assumption may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of Schedule 1 to this Assignment and Assumption by telecopier shall be effective as delivery of an original executed counterpart of this Assignment and Assumption.
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NYDOCS02/931938
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A - 3
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Form of Assignment and Assumption
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Revolving Credit Loan
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Percentage interest assigned
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%
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Dollar Revolving Credit Commitment assigned
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$
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Euro Revolving Credit Commitment assigned
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€
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Term Loan Facility
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Percentage interest assigned
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%
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Term Loans assigned
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$
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By:
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Name:
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Title:
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