UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 10, 2017
__________________________________________
SENSATA TECHNOLOGIES HOLDING N.V.
(Exact name of Registrant as specified in its charter)
__________________________________________
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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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Jan Tinbergenstraat 80, 7559 SP Hengelo
The Netherlands
(Address of principal executive offices, including Zip Code)
31-74-357-8000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
__________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01
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Entry into a Material Definitive Agreement.
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Modifications to Sensata Technologies B.V.’s 4.875% Senior Notes due 2023, 5.625% Senior Notes due 2024 and 5.000% Senior Notes due 2025 and Sensata Technologies UK Financing Co. plc’s 6.250% Senior Notes due 2026
On October 10, 2017, Sensata Technologies B.V. (“STBV”) and Sensata Technologies UK Financing Co. plc (“STUK”, and, together with STBV, the “Issuers”), which are subsidiaries of Sensata Technologies Holding N.V. (the “Company”), completed their previously announced consent solicitations with respect to STBV’s 4.875% Senior Notes due 2023 (the “4.875% Notes”), 5.625% Senior Notes due 2024 (the “5.625% Notes”) and 5.000% Senior Notes due 2025 (the “5.000% Notes”) and STUK’s 6.250% Senior Notes due 2026 (the “6.250% Notes”, and, together with the 4.875% Notes, the 5.625% Notes and the 5.000% Notes, the “Notes”) in relation to certain amendments (the “Notes Amendments”) under the respective indentures governing the Notes. Following the receipt of the requisite consents from the holders of the Notes, the relevant Issuer entered into a supplemental indenture with respect to each series of the Notes implementing the Notes Amendments. The Notes Amendments will become operative only upon the relevant Issuer’s payment of the consent fees to the relevant holders of such Notes, as described in the supplemental indentures. Each supplemental indenture provides that, if the consent fee specified in the consent solicitation documents with respect to the relevant Notes has not been paid on or prior to the earlier of (i) the date of the consummation of the Re-Domiciliation Transaction (as defined below) and (ii) March 29, 2018, the Notes Amendments with respect to the related indenture will not become operative, and the related indenture shall revert to the form in effect immediately prior to the relevant Issuer’s acceptance of the relevant consents. The Issuers are not obligated to make the Notes Amendments operative by paying such consent fees, and the Company is not obligated to consummate the Re-Domiciliation Transaction.
The Notes Amendments (if they become operative as described above and in the supplemental indentures) will amend the definition of the term “Change of Control” in each indenture so that, among other things, the Re-Domiciliation Transaction, including the Re-Domiciliation Merger (as defined below), will not constitute a “Change of Control” under the indentures. The “Re-Domiciliation Transaction” is broadly defined as provided in the supplemental indentures as a series of transactions whereby the Company will merge with a newly-formed public limited company incorporated under the laws of England and Wales (“Sensata UK Newco”), with the Company being the disappearing entity and Sensata UK Newco being the surviving entity (the “Re-Domiciliation Merger”), together with the related transactions anticipated to be conducted by the Company and its subsidiaries in connection therewith. A more complete description of the Re-Domiciliation Merger is set forth in the registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 29, 2017 (the “Registration Statement”).
With respect to the 4.875% Notes, STBV entered into a sixth supplemental indenture by and among STBV, the guarantors party thereto and The Bank of New York Mellon, as trustee (“Bank of New York”), amending the indenture pursuant to which the 4.875% Notes were issued, dated as of April 17, 2013, among STBV, the guarantors party thereto and Bank of New York.
With respect to the 5.625% Notes, STBV entered into a fifth supplemental indenture by and among STBV, the guarantors party thereto, and Bank of New York, as trustee, amending the indenture pursuant to which the 5.625% Notes were issued, dated as of October 14, 2014, among STBV, the guarantors party thereto and Bank of New York.
With respect to the 5.000% Notes, STBV entered into a sixth supplemental indenture by and among STBV, the guarantors party thereto, and Bank of New York, as trustee, amending the indenture pursuant to which the 5.000% Notes were issued, dated as of March 26, 2015, among STBV, the guarantors party thereto and Bank of New York.
With respect to the 6.250% Notes, STUK entered into a third supplemental indenture by and among STUK, the guarantors party thereto, and Bank of New York, as trustee, amending the indenture pursuant to which the 6.250% Notes were issued, dated as of November 27, 2015, among STUK, the guarantors party thereto and Bank of New York.
The descriptions of the supplemental indentures contained herein are qualified in their entirety by reference to each of the supplemental indentures, which are attached as Exhibits 4.1 through Exhibit 4.4 to this Current Report on Form 8-K and incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This report includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s intention and ability to consummate the Re-Domiciliation Transaction (including, but not limited to, the Re-Domiciliation Merger) and its expected terms, conditions and component transactions. These forward-looking statements also relate to the Company’s and its subsidiaries’ future prospects, developments, and business strategies. These forward-looking statements may be identified by terminology such as “may,” “will,” “could,” “should,” “expect,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “forecast,” “continue,” “intend,” “plan,” and similar terms or phrases, or the negative of such terminology, including references to assumptions. However, these terms are not the exclusive means of identifying such statements.
These forward-looking statements are based on the Company’s and each Issuer’s expectations and beliefs concerning future events affecting the Company and each Issuer, and are subject to risks, uncertainties and other factors relating to their operations and business environment, all of which are difficult to predict and many of which are beyond the Company’s and each Issuer’s control. Actual results, activities and events may differ materially from those matters expressed or implied by such forward-looking statements. Although the Company and each Issuer believes that its plans, intentions and expectations reflected in, or suggested by, such forward-looking statements are reasonable, they can give no assurances that any of the events anticipated by these forward-looking statements will occur or, if any of them do, what impact they will have on their results of operations and financial condition.
The following important factors could affect the Company’s intention or ability to consummate the Re-Domiciliation Transaction, the Company’s and its subsidiaries’ future performance and the liquidity and value of the Company’s securities and cause its actual results to differ materially from those expressed or implied by forward-looking statements made by the Company or on its behalf:
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the Company’s Board of Directors may choose to postpone or abandon the Re-Domiciliation Merger at any time prior to completion, including after shareholder approval;
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changes in U.S., Dutch or English laws, including tax laws, that could effectively preclude the Company from completing the Re-Domiciliation Merger, reduce or eliminate the benefits expected to be achieved from the Re-Domiciliation Merger, or otherwise adversely affect the Company’s and its subsidiaries’ business;
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any negative publicity resulting from the proposed Re-Domiciliation Merger having an adverse effect on the Company’s and its subsidiaries’ business;
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an SEC stop order or other action or any other decree, order, or injunction preventing the completion of the Re-Domiciliation Merger;
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the extent and duration of regulatory review of the proposed Re-Domiciliation Merger;
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the adoption of the Re-Domiciliation Merger may not be approved by the Company’s shareholders or other required third parties;
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an inability to satisfy all of the conditions to closing of the Re-Domiciliation Merger as described in the Registration Statement;
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an inability to realize expected benefits from the Re-Domiciliation Merger or the occurrence or difficulties in connection with the Re-Domiciliation Merger;
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costs related to the Re-Domiciliation Merger, which could be greater than expected;
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taxing authorities could challenge the Company’s and its subsidiaries’ historical and future tax positions or its allocation of taxable income among it and its subsidiaries, as applicable, or tax laws to which it is subject could change in a manner adverse to it;
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changes in the Company’s and/or either Issuer’s assessment of the tax consequences of the proposed Re-Domiciliation Merger; and
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unanticipated legal or other obstacles to the proposed Re-Domiciliation Merger.
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Moreover, U.S. or foreign governments or taxing authorities may attempt to enact new statutory or regulatory provisions that could adversely affect Sensata UK Newco’s tax status as a non-U.S. corporation or otherwise adversely affect Sensata UK Newco’s anticipated global tax position following the Re-Domiciliation Merger. Retroactive actions have occurred in the past, and there can be no assurance that any such provisions, if enacted or promulgated, would not have retroactive applications to Sensata UK Newco or the Re-Domiciliation Merger.
You are cautioned not to place undue reliance on forward-looking statements contained in this document, which speak only as of the date of this report. Neither the Company nor either Issuer undertakes any obligation to update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise.
You should review the Registration Statement for additional discussion of the potential risks and uncertainties relating to the Re-Domiciliation Transaction and the risks and uncertainties relating to the Company’s and its subsidiaries’ operations and business environment, including but not limited to the risk factors and discussion of forward-looking statements included in the sections of the Registration Statement entitled “Cautionary Statements Regarding Forward-Looking Statements” and “Risk Factors Relating to the Merger.” You should also review the risk factors identified from time to time in the Company’s periodic filings with the SEC.
IMPORTANT NOTICES REGARDING THE RE-DOMICILIATION TRANSACTION
This report does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any of the securities described or otherwise referred to in this report (including, without limitation, the ordinary shares of Sensata UK Newco to be issued in the Re-Domiciliation Merger (the “New Parent Securities”)) or any of the documents incorporated by reference herein or in the consent solicitation documents.
There shall not be any sale of the securities described or otherwise referred to herein (including, without limitation, the New Parent Securities) in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. The offer and sale of the securities described or otherwise referred to herein (including, without limitation, the New Parent Securities) in the United States may only be made pursuant to registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and registration or qualification under the securities laws of other applicable jurisdictions or exemptions from such laws. Neither the Company nor the Issuers have any intention to register the offer and sale of any such securities under the Securities Act or other securities laws or to conduct a public offering of such securities in the United States.
This report does not constitute an offer of securities to the public in the United Kingdom, the Kingdom of the Netherlands, the Republic of Ireland or any other jurisdiction. Consequently, this report is directed only at persons to whom it may lawfully be communicated (all such persons being referred to as “Relevant Persons”). Any investment activity to which this communication relates will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this report or any of its contents.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The consent solicitations relating to the Notes described in Item 1.01 above expired at 5:00 p.m. New York City time, on October 10, 2017 (the “Consents Expiration”).
With respect to the Notes Amendments, as of the Consents Expiration, STBV and STUK, as applicable, had received the following consents:
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Series of Notes
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Total
Dollar Amount Consented
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Percent Consented
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4.875% Notes
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$491,929,000
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98.39%
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5.625% Notes
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$394,744,000
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98.69%
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5.000% Notes
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$684,869,000
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97.84%
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6.250% Notes
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$737,823,000
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98.38%
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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4.1
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Sixth Supplemental Indenture dated as of October 10, 2017, amending the indenture dated as of April 17, 2013 pursuant to which the 4.875% Senior Notes were issued, among Sensata Technologies B.V., the guarantors party thereto and The Bank of New York Mellon, as trustee.
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4.2
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Fifth Supplemental Indenture dated as of October 10, 2017, amending the indenture dated as of October 14, 2014 pursuant to which the 5.625% Senior Notes were issued, among Sensata Technologies B.V., the guarantors party thereto and The Bank of New York Mellon, as trustee.
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4.3
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Sixth Supplemental Indenture dated as of October 10, 2017, amending the indenture dated as of March 26, 2015 pursuant to which the 5.000% Senior Notes were issued, among Sensata Technologies B.V., the guarantors party thereto and The Bank of New York Mellon, as trustee.
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4.4
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Third Supplemental Indenture dated as of October 10, 2017, amending the indenture dated as of November 27, 2015 pursuant to which the 6.250% Senior Notes were issued, among Sensata Technologies UK Financing Co. plc, the guarantors party thereto and The Bank of New York Mellon, as trustee.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SENSATA TECHNOLOGIES HOLDING N.V.
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/s/ Paul Vasington
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Date: October 13, 2017
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Name: Paul Vasington
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Executive Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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4.1
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4.2
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4.3
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4.4
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Exhibit 4.1
SIXTH SUPPLEMENTAL INDENTURE (this “
Supplemental Indenture
”), dated as of October 10, 2017, among SENSATA TECHNOLOGIES B.V., a private company with limited liability incorporated under the laws of the Netherlands (the “
Issuer
”), each of the Guarantors under the Indenture referred to below (the “
Guarantors
”), and THE BANK OF NEW YORK MELLON, as Trustee under the Indenture referred to below (the “
Trustee
”).
WITNESSETH:
WHEREAS the Issuer has heretofore executed and delivered to the Trustee an Indenture dated as of April 17, 2013 (as amended, supplemented or otherwise modified to date, the “
Indenture
”), by and among the Issuer, the Guarantors and the Trustee, providing for the issuance of 4.875% Senior Notes due 2023 of the Issuer (the “
Notes
”);
WHEREAS, upon the terms and subject to the conditions set forth in that certain Consent Solicitation Statement dated October 2, 2017 (as amended and/or supplemented to date, the “
Consent Solicitation Statement
”), the Issuer solicited the consents of the Holders of the Notes to the amendments to the Indenture described in the Consent Solicitation Statement and set forth in Section 2 of this Supplemental Indenture (the “
Proposed Amendments
”);
WHEREAS, in accordance with Section 9.02(a) of the Indenture, the approval by written consent of the Holders of at least a majority of the aggregate principal amount of the Notes outstanding as of September 2, 2017 (the “
Record Date
”), which is the record date fixed by the Issuer in accordance with Section 9.04 of the Indenture, of which Record Date the Trustee has been duly notified in writing by the Issuer in accordance with Section 9.04, is sufficient to approve the aforesaid Proposed Amendments in accordance with the Indenture;
WHEREAS, the Holders of at least a majority of the aggregate principal amount of the Notes outstanding as of the Record Date (the “
Requisite Consent
”) have delivered consents approving the Proposed Amendments and the execution of this Supplemental Indenture, which such consents have not been withdrawn or revoked;
WHEREAS, pursuant to Section 9.02(a) of the Indenture, the Issuer and the Guarantors desire to execute this Supplemental Indenture in order to give effect to the Proposed Amendments, as provided hereinafter (subject to the conditions set forth in Section 3 below);
WHEREAS, all conditions precedent set forth in the Consent Solicitation Statement and the Indenture to the execution and delivery of this Supplemental Indenture by the Issuer, the Guarantors and the Trustee have been satisfied, and all things necessary have been done to make this Supplemental Indenture, when executed and delivered by the Issuer and the Guarantors, the legal, valid and binding agreement of the Issuer and the Guarantors; and
WHEREAS, the Issuer and the Guarantors have requested that the Trustee execute and deliver this Supplemental Indenture;
NOW, THEREFORE in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Supplemental Indenture hereby agree as follows:
SECTION 1.
Definitions
. For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
SECTION 2.
Amendments
. The Indenture is hereby amended as follows:
(a) The definition of “Change of Control” set forth in Section 1.01 of the Indenture (Definitions) is hereby amended and restated in its entirety as follows:
“
Change of Control
” means the occurrence of any of the following:
(1) the sale, lease, transfer or other conveyance, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person; or
(2) the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership, directly or indirectly, of 50% or more of the total voting power of the Voting Stock of the Company or any entity of which it is a Subsidiary; provided that so long as the Company is a Subsidiary of Parent, no Person or group shall be deemed to be or become a beneficial owner, directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company or any entity of which it is a Subsidiary, as applicable, unless such Person or group shall be or become, directly or indirectly, a beneficial owner of more than 50% of the total voting power of the Voting Stock of Parent.
(b) All references in the Indenture and any Global Note representing the Notes, as amended by Section 2 hereof, to any of the provisions modified as provided herein, or to terms defined in such provisions, shall also be deemed modified in accordance with the terms of this Supplemental Indenture.
SECTION 3.
Effectiveness of Proposed Amendments
. This Supplemental Indenture shall be effective as a binding agreement upon execution hereof by the Issuer, the Guarantors and the Trustee;
provided, however
, that the Proposed Amendments set forth in Section 2 hereof shall not become effective and operative until the Issuer’s delivery of an Officers’ Certificate to the Trustee confirming that the Issuer has paid the Consent Fee (as defined in the Consent Solicitation Statement) to the consenting Holders of Notes in accordance with the Consent Solicitation Statement (it being understood the Proposed Amendments shall become immediately and fully effective and operative upon delivery of such notice of payment). If (a) the Consent Fee has not been paid on or prior to the earlier of (i) the date of the consummation of the Re-Domiciliation Transaction (as defined in the Consent Solicitation Statement) and (ii) March 29, 2018, or (b) at any time following the execution of this Supplemental Indenture, the Issuer notifies the Trustee in writing that the Issuer no longer wishes to give effect to the Proposed Amendments and does not intend to pay the Consent Fee at any time, then this Supplemental Indenture shall, from and after, in the case of clause (a) above, the earlier of the dates, and in the case of clause (b) above, the date of the Issuer’s delivery of such notice to the Trustee, become and be null and void
ab initio
. The Issuer shall be under no obligation to pay the Consent Fee in the event the Issuer no longer wishes to give effect to the Proposed Amendments.
SECTION 4.
Ratification of Indenture; Supplemental Indenture Part of Indenture
. Except as expressly waived, amended or otherwise modified hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
SECTION 5.
Governing Law
. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, but without giving effect to applicable principles of conflicts of laws to the extent that the application of the laws of another jurisdiction would be required thereby.
SECTION 6.
Trustee Makes No Representation
. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made by the Issuer.
SECTION 7.
Counterparts
. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart of a signature page to this Supplemental Indenture by facsimile or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof.
SECTION 8.
Effect of Headings
. The Section headings herein are for convenience only and shall not affect the construction thereof.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
SENSATA TECHNOLOGIES B.V.,
as the Issuer
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
[Signature Page to Sixth Supplemental Indenture re: 4.875% Senior Notes]
CUSTOM SENSORS & TECHNOLOGIES
US CORPORATION, as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
CUSTOM SENSORS & TECHNOLOGIES
US, LLC , as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
CUSTOM SENSORS & TECHNOLOGIES,
INC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
KAVLICO CORPORATION, as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
CRYDOM, INC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
NEWALL ELECTRONICS, INC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
BEI NORTH AMERICA, LLC, as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
[Signature Page to Sixth Supplemental Indenture re: 4.875% Senior Notes]
Signed by Jeffrey Cote (name of director)
for and on behalf of
/s/ Jeffrey Cote
CUSTOM SENSORS & TECHNOLOGIES NEWCO, LTD., Director
as Guarantor
[Signature Page to Sixth Supplemental Indenture re: 4.875% Senior Notes]
SENSATA TECHNOLOGIES BULGARIA EOOD (formerly known as Sensor-Nite Industrial EOOD), as Guarantor
By:
/s/ Gerrit Ensing
Name: Gerrit Ensing
Title: Director
[Signature Page to Sixth Supplemental Indenture re: 4.875% Senior Notes]
SENSATA TECHNOLOGIES HOLDING, COMPANY US B.V., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
SENSATA TECHNOLOGIES HOLLAND B.V., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
SENSATA TECHNOLOGIES HOLDING, COMPANY MEXICO B.V., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
SENSATA TECHNOLOGIES US COÖPERATIEF U.A., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
CDI NETHERLANDS B.V., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
SENSOR-NITE NV, as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
[Signature Page to Sixth Supplemental Indenture re: 4.875% Senior Notes]
Signed by Jeffrey Cote (name of director)
for and on behalf of
/s/ Jeffrey Cote
SENSATA TECHNOLOGIES UK FINANCING CO. PLC, Director
as Guarantor
[Signature Page to Sixth Supplemental Indenture re: 4.875% Senior Notes]
Signed by Martha Sullivan (name of director)
for and on behalf of
/s/ Martha Sullivan
AUGUST UK HOLDCO LIMITED, Director
as Guarantor
Signed by Martha Sullivan (name of director)
for and on behalf of
/s/ Martha Sullivan
ST SCHRADER HOLDING COMPANY UK LIMITED, Director
as Guarantor
[Signature Page to Sixth Supplemental Indenture re: 4.875% Senior Notes]
SENSATA TECHNOLOGIES FRANCE S.A.S., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: President (
Président
)
[Signature Page to Sixth Supplemental Indenture re: 4.875% Senior Notes]
AUGUST FRANCE HOLDING COMPANY S.A.S., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: President (
Président
)
[Signature Page to Sixth Supplemental Indenture re: 4.875% Senior Notes]
ST AUGUST LUX COMPANY S.À R.L.,
Société à responsabilité limitée
Registered office: 6D, route de Trèves, L-2633
Senningerberg
Grand-Duchy of Luxembourg
Share capital: USD 25,000
R.C.S. Luxembourg: B 192229
as Guarantor
By:
/s/ Jim Kirslis
Name: Jim Kirslis
Title: Manager (Class A)
[Signature Page to Sixth Supplemental Indenture re: 4.875% Senior Notes]
ST AUGUST LUX INTERMEDIATE HOLDCO S.À R.L.,
Société à responsabilité limitée
Registered office: 6D, route de Trèves, L-2633
SenningerBerg
Grand-Duchy of Luxembourg
Share capital: USD 25,000
R.C.S. Luxembourg: B 192214
as Guarantor
By:
/s/ Jim Kirslis
Name: Jim Kirslis
Title: Manager (Class A)
[Signature Page to Sixth Supplemental Indenture re: 4.875% Senior Notes]
AUGUST LUX HOLDING COMPANY S.À R.L.,
Société à responsabilité limitée
Registered office: 6D, route de Trèves, L-2633
SenningerBerg
Grand-Duchy of Luxembourg
Share capital: USD 16,376
R.C.S. Luxembourg: B 167704
as Guarantor
By:
/s/ Jim Kirslis
Name: Jim Kirslis
Title: Manager (Class A)
[Signature Page to Sixth Supplemental Indenture re: 4.875% Senior Notes]
AUGUST BRAZIL HOLDING COMPANY S.À R.L.,
Société à responsabilité limitée
Registered office: 6D, route de Trèves, L-2633
SenningerBerg
Grand-Duchy of Luxembourg
Share capital: USD 16,375
R.C.S. Luxembourg: B 168084
as Guarantor
By:
/s/ Jim Kirslis
Name: Jim Kirslis
Title: Manager (Class A)
[Signature Page to Sixth Supplemental Indenture re: 4.875% Senior Notes]
AUGUST LUXUK HOLDING S.À R.L.,
Société à responsabilité limitée
Registered office: 6D, route de Trèves, L-2633
SenningerBerg
Grand-Duchy of Luxembourg
Share capital: USD 16,375
R.C.S. Luxembourg: B 167757
as Guarantor
By:
/s/ Jim Kirslis
Name: Jim Kirslis
Title: Manager (Class A)
[Signature Page to Sixth Supplemental Indenture re: 4.875% Senior Notes]
SENSATA FINANCE IRELAND LIMITED, as Guarantor
By:
/s/ Graeme Thompson
Name: Graeme Thompson
Title: Director
SENSATA FINANCE IRELAND II LIMITED, as Guarantor
By:
/s/ Graeme Thompson
Name: Graeme Thompson
Title: Director
[Signature Page to Sixth Supplemental Indenture re: 4.875% Senior Notes]
SENSATA TECHNOLOGIES, INC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Chief Operating Officer
SENSATA TECHNOLOGIES U.S., LLC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Manager
SENSATA TECHNOLOGIES U.S. II, LLC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Manager
STI HOLDCO, INC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Director
[Signature Page to Sixth Supplemental Indenture re: 4.875% Senior Notes]
SENSATA TECHNOLOGIES BERMUDA LTD., as Guarantor
By:
/s/ Steven Reynolds
Name: Steven Reynolds
Title: Director
[Signature Page to Sixth Supplemental Indenture re: 4.875% Senior Notes]
SENSATA TECHNOLOGIES DE MÉXICO, S. DE R.L. DE C.V., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Director
[Signature Page to Sixth Supplemental Indenture re: 4.875% Senior Notes]
SENSATA TECHNOLOGIES JAPAN LIMITED, as Guarantor
By:
/s/ Yann Etienvre
Name: Yann Etienvre
Title: Director
[Signature Page to Sixth Supplemental Indenture re: 4.875% Senior Notes]
SENSATA TECHNOLOGIES MALAYSIA, as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Director
[Signature Page to Sixth Supplemental Indenture re: 4.875% Senior Notes]
THE BANK OF NEW YORK MELLON, as Trustee, Registrar and Paying Agent
By:
/s/ Teresa Wyszomierski
Name: Teresa Wyszomierski
Title: Vice President
[Signature Page to Sixth Supplemental Indenture re: 4.875% Senior Notes]
Exhibit 4.2
FIFTH SUPPLEMENTAL INDENTURE (this “
Supplemental Indenture
”), dated as of October 10, 2017, among SENSATA TECHNOLOGIES B.V., a private company with limited liability incorporated under the laws of the Netherlands (the “
Issuer
”), each of the Guarantors under the Indenture referred to below (the “
Guarantors
”), and THE BANK OF NEW YORK MELLON, as Trustee under the Indenture referred to below (the “
Trustee
”).
WITNESSETH:
WHEREAS the Issuer has heretofore executed and delivered to the Trustee an indenture dated as of October 14, 2014 (as amended, supplemented or otherwise modified to date, the “
Indenture
”), by and among the Issuer, the Guarantors and the Trustee, providing for the issuance of 5.625% Senior Notes due 2024 of the Issuer (the “
Notes
”)
;
WHEREAS, upon the terms and subject to the conditions set forth in that certain Consent Solicitation Statement dated October 2, 2017 (as amended and/or supplemented to date, the “
Consent Solicitation Statement
”), the Issuer solicited the consents of the Holders of the Notes to the amendments to the Indenture described in the Consent Solicitation Statement and set forth in Section 2 of this Supplemental Indenture (the “
Proposed Amendments
”);
WHEREAS, in accordance with Section 9.02(a) of the Indenture, the approval by written consent of the Holders of at least a majority of the aggregate principal amount of the Notes outstanding as of September 2, 2017 (the “
Record Date
”), which is the record date fixed by the Issuer in accordance with Section 9.04 of the Indenture, of which Record Date the Trustee has been duly notified in writing by the Issuer in accordance with Section 9.04, is sufficient to approve the aforesaid Proposed Amendments in accordance with the Indenture;
WHEREAS, the Holders of at least a majority of the aggregate principal amount of the Notes outstanding as of the Record Date (the “
Requisite Consent
”) have delivered consents approving the Proposed Amendments and the execution of this Supplemental Indenture, which such consents have not been withdrawn or revoked;
WHEREAS, pursuant to Section 9.02(a) of the Indenture, the Issuer and the Guarantors desire to execute this Supplemental Indenture in order to give effect to the Proposed Amendments, as provided hereinafter (subject to the conditions set forth in Section 3 below);
WHEREAS, all conditions precedent set forth in the Consent Solicitation Statement and the Indenture to the execution and delivery of this Supplemental Indenture by the Issuer, the Guarantors and the Trustee have been satisfied, and all things necessary have been done to make this Supplemental Indenture, when executed and delivered by the Issuer and the Guarantors, the legal, valid and binding agreement of the Issuer and the Guarantors; and
WHEREAS, the Issuer and the Guarantors have requested that the Trustee execute and deliver this Supplemental Indenture;
NOW, THEREFORE in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Supplemental Indenture hereby agree as follows:
SECTION 1.
Definitions
. For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
SECTION 2.
Amendments
. The Indenture is hereby amended as follows:
(a) The definition of “Change of Control” set forth in Section 1.01 of the Indenture (Definitions) is hereby amended and restated in its entirety as follows:
“
Change of Control
” means the occurrence of any of the following:
(1) the sale, lease, transfer or other conveyance, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person; or
(2) the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership, directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company or any entity of which it is a Subsidiary; provided that so long as the Company is a Subsidiary of Parent, no Person or group shall be deemed to be or become a beneficial owner, directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company or any entity of which it is a Subsidiary, as applicable, unless such Person or group shall be or become, directly or indirectly, a beneficial owner of more than 50% of the total voting power of the Voting Stock of Parent.
(b) All references
in the Indenture and any Global Note representing the Notes, as amended by Section 2 hereof, to any of the provisions modified as provided herein, or to terms defined in such provisions, shall also be deemed modified in accordance with the terms of this Supplemental Indenture.
SECTION 3.
Effectiveness of Proposed Amendments
. This Supplemental Indenture shall be effective as a binding agreement upon execution hereof by the Issuer, the Guarantors and the Trustee;
provided, however
, that the Proposed Amendments set forth in Section 2 hereof shall not become effective and operative until the Issuer’s delivery of an Officers’ Certificate to the Trustee confirming that the Issuer has paid the Consent Fee (as defined in the Consent Solicitation Statement) to the consenting Holders of Notes in accordance with the Consent Solicitation Statement (it being understood the Proposed Amendments shall become immediately and fully effective and operative upon delivery of such notice of payment). If (a) the Consent Fee has not been paid on or prior to the earlier of (i) the date of the consummation of the Re-Domiciliation Transaction (as defined in the Consent Solicitation Statement) and (ii) March 29, 2018, or (b) at any time following the execution of this Supplemental Indenture, the Issuer notifies the Trustee in writing that the Issuer no longer wishes to give effect to the Proposed Amendments and does not intend to pay the Consent Fee at any time, then this Supplemental Indenture shall, from and after, in the case of clause (a) above, the earlier of the dates, and in the case of clause (b) above, the date of the Issuer’s delivery of such notice to the Trustee, become and be null and void
ab initio
. The Issuer shall be under no obligation to pay the Consent Fee in the event the Issuer no longer wishes to give effect to the Proposed Amendments.
SECTION 4.
Ratification of Indenture; Supplemental Indenture Part of Indenture
. Except as expressly waived, amended or otherwise modified hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
SECTION 5.
Governing Law
. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, but without giving effect to applicable principles of conflicts of laws to the extent that the application of the laws of another jurisdiction would be required thereby.
SECTION 6.
Trustee Makes No Representation
. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made by the Issuer.
SECTION 7.
Counterparts
. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of
an executed counterpart of a signature page to this Supplemental Indenture by facsimile or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof.
SECTION 8.
Effect of Headings
. The Section headings herein are for convenience only and shall not affect the construction thereof.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
SENSATA TECHNOLOGIES B.V.,
as the Issuer
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
[Signature Page to Fifth Supplemental Indenture re: 5.625% Senior Notes]
CUSTOM SENSORS & TECHNOLOGIES
US CORPORATION, as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
CUSTOM SENSORS & TECHNOLOGIES
US, LLC , as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
CUSTOM SENSORS & TECHNOLOGIES,
INC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
KAVLICO CORPORATION, as
Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
CRYDOM, INC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
NEWALL ELECTRONICS, INC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
BEI NORTH AMERICA, LLC, as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
[Signature Page to Fifth Supplemental Indenture re: 5.625% Senior Notes]
Signed by Jeffrey Cote (name of director)
for and on behalf of
/s/ Jeffrey Cote
CUSTOM SENSORS & TECHNOLOGIES NEWCO, LTD., Director
as Guarantor
[Signature Page to Fifth Supplemental Indenture re: 5.625% Senior Notes]
SENSATA TECHNOLOGIES BULGARIA EOOD (formerly known as Sensor-Nite Industrial EOOD), as Guarantor
By:
/s/ Gerrit Ensing
Name: Gerrit Ensing
Title: Director
[Signature Page to Fifth Supplemental Indenture re: 5.625% Senior Notes]
SENSATA TECHNOLOGIES HOLDING, COMPANY US B.V., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
SENSATA TECHNOLOGIES HOLLAND B.V., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
SENSATA TECHNOLOGIES HOLDING, COMPANY MEXICO B.V., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
SENSATA TECHNOLOGIES US COÖPERATIEF U.A., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
CDI NETHERLANDS B.V., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
SENSOR-NITE NV, as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
[Signature Page to Fifth Supplemental Indenture re: 5.625% Senior Notes]
Signed by Jeffrey Cote (name of director)
for and on behalf of
/s/ Jeffrey Cote
SENSATA TECHNOLOGIES UK FINANCING CO. PLC, Director
as Guarantor
[Signature Page to Fifth Supplemental Indenture re: 5.625% Senior Notes]
Signed by Martha Sullivan (name of director)
for and on behalf of
/s/ Martha Sullivan
AUGUST UK HOLDCO LIMITED, Director
as Guarantor
Signed by Martha Sullivan (name of director)
for and on behalf of
/s/ Martha Sullivan
ST SCHRADER HOLDING COMPANY UK LIMITED, Director
as Guarantor
[Signature Page to Fifth Supplemental Indenture re: 5.625% Senior Notes]
SENSATA TECHNOLOGIES FRANCE S.A.S., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: President (
Président
)
[Signature Page to Fifth Supplemental Indenture re: 5.625% Senior Notes]
AUGUST FRANCE HOLDING COMPANY S.A.S., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: President (
Président
)
[Signature Page to Fifth Supplemental Indenture re: 5.625% Senior Notes]
ST AUGUST LUX COMPANY S.À R.L.,
Société à responsabilité limitée
Registered office: 6D, route de Trèves, L-2633
Senningerberg
Grand-Duchy of Luxembourg
Share capital: USD 25,000
R.C.S. Luxembourg: B 192229
as Guarantor
By:
/s/ Jim Kirslis
Name: Jim Kirslis
Title: Manager (Class A)
[Signature Page to Fifth Supplemental Indenture re: 5.625% Senior Notes]
ST AUGUST LUX INTERMEDIATE HOLDCO S.À R.L.,
Société à responsabilité limitée
Registered office: 6D, route de Trèves, L-2633
SenningerBerg
Grand-Duchy of Luxembourg
Share capital: USD 25,000
R.C.S. Luxembourg: B 192214
as Guarantor
By:
/s/ Jim Kirslis
Name: Jim Kirslis
Title: Manager (Class A)
[Signature Page to Fifth Supplemental Indenture re: 5.625% Senior Notes]
AUGUST LUX HOLDING COMPANY S.À R.L.,
Société à responsabilité limitée
Registered office: 6D, route de Trèves, L-2633
SenningerBerg
Grand-Duchy of Luxembourg
Share capital: USD 16,376
R.C.S. Luxembourg: B 167704
as Guarantor
By:
/s/ Jim Kirslis
Name: Jim Kirslis
Title: Manager (Class A)
[Signature Page to Fifth Supplemental Indenture re: 5.625% Senior Notes]
AUGUST BRAZIL HOLDING COMPANY S.À R.L.,
Société à responsabilité limitée
Registered office: 6D, route de Trèves, L-2633
SenningerBerg
Grand-Duchy of Luxembourg
Share capital: USD 16,375
R.C.S. Luxembourg: B 168084
as Guarantor
By:
/s/ Jim Kirslis
Name: Jim Kirslis
Title: Manager (Class A)
[Signature Page to Fifth Supplemental Indenture re: 5.625% Senior Notes]
AUGUST LUXUK HOLDING S.À R.L.,
Société à responsabilité limitée
Registered office: 6D, route de Trèves, L-2633
SenningerBerg
Grand-Duchy of Luxembourg
Share capital: USD 16,375
R.C.S. Luxembourg: B 167757
as Guarantor
By:
/s/ Jim Kirslis
Name: Jim Kirslis
Title: Manager (Class A)
[Signature Page to Fifth Supplemental Indenture re: 5.625% Senior Notes]
SENSATA FINANCE IRELAND LIMITED, as
Guarantor
By:
/s/ Graeme Thompson
Name: Graeme Thompson
Title: Director
SENSATA FINANCE IRELAND II LIMITED, as Guarantor
By:
/s/ Graeme Thompson
Name: Graeme Thompson
Title: Director
[Signature Page to Fifth Supplemental Indenture re: 5.625% Senior Notes]
SENSATA TECHNOLOGIES, INC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Chief Operating Officer
SENSATA TECHNOLOGIES U.S., LLC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Manager
SENSATA TECHNOLOGIES U.S. II, LLC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Manager
STI HOLDCO, INC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Director
SENSATA TECHNOLOGIES BERMUDA LTD., as Guarantor
By:
/s/ Steven Reynolds
Name: Steven Reynolds
Title: Director
[Signature Page to Fifth Supplemental Indenture re: 5.625% Senior Notes]
SENSATA TECHNOLOGIES DE MÉXICO, S. DE R.L. DE C.V., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Director
[Signature Page to Fifth Supplemental Indenture re: 5.625% Senior Notes]
SENSATA TECHNOLOGIES JAPAN LIMITED, as Guarantor
By:
/s/ Yann Etienvre
Name: Yann Etienvre
Title: Director
[Signature Page to Fifth Supplemental Indenture re: 5.625% Senior Notes]
SENSATA TECHNOLOGIES MALAYSIA, as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Director
[Signature Page to Fifth Supplemental Indenture re: 5.625% Senior Notes]
THE BANK OF NEW YORK MELLON, as Trustee, Registrar and Paying Agent
By:
/s/ Teresa Wyszomierski
Name: Teresa Wyszomierski
Title: Vice President
[Signature Page to Fifth Supplemental Indenture re: 5.625% Senior Notes]
Exhibit 4.3
SIXTH SUPPLEMENTAL INDENTURE (this “
Supplemental Indenture
”), dated as of October 10, 2017, among SENSATA TECHNOLOGIES B.V., a private company with limited liability incorporated under the laws of the Netherlands (the “
Issuer
”), each of the Guarantors under the Indenture referred to below (the “
Guarantors
”), and THE BANK OF NEW YORK MELLON, as Trustee under the Indenture referred to below (the “
Trustee
”).
WITNESSETH:
WHEREAS the Issuer has heretofore executed and delivered to the Trustee an indenture dated as of March 26, 2015 (as amended, supplemented or otherwise modified to date, the “
Indenture
”), by and among the Issuer, the Guarantors and the Trustee, providing for the issuance of 5.000% Senior Notes due 2025 of the Issuer (the “
Notes
”)
;
WHEREAS, upon the terms and subject to the conditions set forth in that certain Consent Solicitation Statement dated October 2, 2017 (as amended and/or supplemented to date, the “
Consent Solicitation Statement
”), the Issuer solicited the consents of the Holders of the Notes to the amendments to the Indenture described in the Consent Solicitation Statement and set forth in Section 2 of this Supplemental Indenture (the “
Proposed Amendments
”);
WHEREAS, in accordance with Section 9.02(a) of the Indenture, the approval by written consent of the Holders of at least a majority of the aggregate principal amount of the Notes outstanding as of September 2, 2017 (the “
Record Date
”), which is the record date fixed by the Issuer in accordance with Section 9.04 of the Indenture, of which Record Date the Trustee has been duly notified in writing by the Issuer in accordance with Section 9.04, is sufficient to approve the aforesaid Proposed Amendments in accordance with the Indenture;
WHEREAS, the Holders of at least a majority of the aggregate principal amount of the Notes outstanding as of the Record Date (the “
Requisite Consent
”) have delivered consents approving the Proposed Amendments and the execution of this Supplemental Indenture, which such consents have not been withdrawn or revoked;
WHEREAS, pursuant to Section 9.02(a) of the Indenture, the Issuer and the Guarantors desire to execute this Supplemental Indenture in order to give effect to the Proposed Amendments, as provided hereinafter (subject to the conditions set forth in Section 3 below);
WHEREAS, all conditions precedent set forth in the Consent Solicitation Statement and the Indenture to the execution and delivery of this Supplemental Indenture by the Issuer, the Guarantors and the Trustee have been satisfied, and all things necessary have been done to make this Supplemental Indenture, when executed and delivered by the Issuer and the Guarantors, the legal, valid and binding agreement of the Issuer and the Guarantors; and
WHEREAS, the Issuer and the Guarantors have requested that the Trustee execute and deliver this Supplemental Indenture;
NOW, THEREFORE in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Supplemental Indenture hereby agree as follows:
SECTION 1.
Definitions
. For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
SECTION 2.
Amendments
. The Indenture is hereby amended as follows:
(a) The definition of “Change of Control” set forth in Section 1.01 of the Indenture (Definitions) is hereby amended and restated in its entirety as follows:
“
Change of Control
” means the occurrence of any of the following:
(1) the sale, lease, transfer or other conveyance, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person; or
(2) the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership, directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company or any entity of which it is a Subsidiary; provided that so long as the Company is a Subsidiary of Parent, no Person or group shall be deemed to be or become a beneficial owner, directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company or any entity of which it is a Subsidiary, as applicable, unless such Person or group shall be or become, directly or indirectly, a beneficial owner of more than 50% of the total voting power of the Voting Stock of Parent.
(b) All references
in the Indenture and any Global Note representing the Notes, as amended by Section 2 hereof, to any of the provisions modified as provided herein, or to terms defined in such provisions, shall also be deemed modified in accordance with the terms of this Supplemental Indenture.
SECTION 3.
Effectiveness of Proposed Amendments
. This Supplemental Indenture shall be effective as a binding agreement upon execution hereof by the Issuer, the Guarantors and the Trustee;
provided, however
, that the Proposed Amendments set forth in Section 2 hereof shall not become effective and operative until the Issuer’s delivery of an Officers’ Certificate to the Trustee confirming that the Issuer has paid the Consent Fee (as defined in the Consent Solicitation Statement) to the consenting Holders of Notes in accordance with the Consent Solicitation Statement (it being understood the Proposed Amendments shall become immediately and fully effective and operative upon delivery of such notice of payment). If (a) the Consent Fee has not been paid on or prior to the earlier of (i) the date of the consummation of the Re-Domiciliation Transaction (as defined in the Consent Solicitation Statement) and (ii) March 29, 2018, or (b) at any time following the execution of this Supplemental Indenture, the Issuer notifies the Trustee in writing that the Issuer no longer wishes to give effect to the Proposed Amendments and does not intend to pay the Consent Fee at any time, then this Supplemental Indenture shall, from and after, in the case of clause (a) above, the earlier of the dates, and in the case of clause (b) above, the date of the Issuer’s delivery of such notice to the Trustee, become and be null and void
ab initio
. The Issuer shall be under no obligation to pay the Consent Fee in the event the Issuer no longer wishes to give effect to the Proposed Amendments.
SECTION 4.
Ratification of Indenture; Supplemental Indenture Part of Indenture
. Except as expressly waived, amended or otherwise modified hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
SECTION 5.
Governing Law
. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, but without giving effect to applicable principles of conflicts of laws to the extent that the application of the laws of another jurisdiction would be required thereby.
SECTION 6.
Trustee Makes No Representation
. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made by the Issuer.
SECTION 7.
Counterparts
. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart of a signature page to this Supplemental Indenture by facsimile or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof.
SECTION 8.
Effect of Headings
. The Section headings herein are for convenience only and shall not affect the construction thereof.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
SENSATA TECHNOLOGIES B.V.,
as the Issuer
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
[Signature Page to Sixth Supplemental Indenture re: 5.000% Senior Notes]
CUSTOM SENSORS & TECHNOLOGIES
US CORPORATION, as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
CUSTOM SENSORS & TECHNOLOGIES
US, LLC, as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
CUSTOM SENSORS & TECHNOLOGIES,
INC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
KAVLICO CORPORATION, as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
CRYDOM, INC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
NEWALL ELECTRONICS, INC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
BEI NORTH AMERICA, LLC, as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
[Signature Page to Sixth Supplemental Indenture re: 5.000% Senior Notes]
Signed by Jeffrey Cote (name of director)
for and on behalf of
/s/ Jeffrey Cote
CUSTOM SENSORS & TECHNOLOGIES NEWCO, LTD., Director
as Guarantor
[Signature Page to Sixth Supplemental Indenture re: 5.000% Senior Notes]
Signed by Jeffrey Cote (name of director)
for and on behalf of
/s/ Jeffrey Cote
SENSATA TECHNOLOGIES UK FINANCING CO. PLC, Director
as Guarantor
[Signature Page to Sixth Supplemental Indenture re: 5.000% Senior Notes]
Signed by Martha Sullivan (name of director)
for and on behalf of
/s/ Martha Sullivan
AUGUST UK HOLDCO LIMITED, Director
as Guarantor
Signed by Martha Sullivan (name of director)
for and on behalf of
/s/ Martha Sullivan
ST SCHRADER HOLDING COMPANY UK LIMITED, Director
as Guarantor
[Signature Page to Sixth Supplemental Indenture re: 5.000% Senior Notes]
AUGUST FRANCE HOLDING COMPANY S.A.S., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: President (
Président
)
[Signature Page to Sixth Supplemental Indenture re: 5.000% Senior Notes]
SENSATA TECHNOLOGIES FRANCE S.A.S., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: President (
Président
)
[Signature Page to Sixth Supplemental Indenture re: 5.000% Senior Notes]
ST AUGUST LUX COMPANY S.À R.L.,
Société à responsabilité limitée
Registered office: 6D, route de Trèves, L-2633
Senningerberg
Grand-Duchy of Luxembourg
Share capital: USD 25,000
R.C.S. Luxembourg: B 192229
as Guarantor
By:
/s/ Jim Kirslis
Name: Jim Kirslis
Title: Manager (Class A)
[Signature Page to Sixth Supplemental Indenture re: 5.000% Senior Notes]
ST AUGUST LUX INTERMEDIATE HOLDCO S.À R.L.,
Société à responsabilité limitée
Registered office: 6D, route de Trèves, L-2633
SenningerBerg
Grand-Duchy of Luxembourg
Share capital: USD 25,000
R.C.S. Luxembourg: B 192214
as Guarantor
By:
/s/ Jim Kirslis
Name: Jim Kirslis
Title: Manager (Class A)
[Signature Page to Sixth Supplemental Indenture re: 5.000% Senior Notes]
AUGUST LUX HOLDING COMPANY S.À R.L.,
Société à responsabilité limitée
Registered office: 6D, route de Trèves, L-2633
SenningerBerg
Grand-Duchy of Luxembourg
Share capital: USD 16,376
R.C.S. Luxembourg: B 167704
as Guarantor
By:
/s/ Jim Kirslis
Name: Jim Kirslis
Title: Manager (Class A)
[Signature Page to Sixth Supplemental Indenture re: 5.000% Senior Notes]
AUGUST BRAZIL HOLDING COMPANY S.À R.L.,
Société à responsabilité limitée
Registered office: 6D, route de Trèves, L-2633
SenningerBerg
Grand-Duchy of Luxembourg
Share capital: USD 16,375
R.C.S. Luxembourg: B 168084
as Guarantor
By:
/s/ Jim Kirslis
Name: Jim Kirslis
Title: Manager (Class A)
[Signature Page to Sixth Supplemental Indenture re: 5.000% Senior Notes]
AUGUST LUXUK HOLDING S.À R.L.,
Société à responsabilité limitée
Registered office: 6D, route de Trèves, L-2633
SenningerBerg
Grand-Duchy of Luxembourg
Share capital: USD 16,375
R.C.S. Luxembourg: B 167757
as Guarantor
By:
/s/ Jim Kirslis
Name: Jim Kirslis
Title: Manager (Class A)
[Signature Page to Sixth Supplemental Indenture re: 5.000% Senior Notes]
SENSATA FINANCE IRELAND LIMITED, as Guarantor
By:
/s/ Graeme Thompson
Name: Graeme Thompson
Title: Director
SENSATA FINANCE IRELAND II LIMITED, as Guarantor
By:
/s/ Graeme Thompson
Name: Graeme Thompson
Title: Director
[Signature Page to Sixth Supplemental Indenture re: 5.000% Senior Notes]
SENSATA TECHNOLOGIES, INC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Chief Operating Officer
SENSATA TECHNOLOGIES U.S., LLC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Manager
SENSATA TECHNOLOGIES U.S. II, LLC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Manager
STI HOLDCO, INC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Director
[Signature Page to Sixth Supplemental Indenture re: 5.000% Senior Notes]
SENSATA TECHNOLOGIES BULGARIA EOOD (formerly known as Sensor-Nite Industrial EOOD), as Guarantor
By:
/s/ Gerrit Ensing
Name: Gerrit Ensing
Title: Director
[Signature Page to Sixth Supplemental Indenture re: 5.000% Senior Notes]
SENSATA TECHNOLOGIES BERMUDA LTD., as Guarantor
By:
/s/ Steven Reynolds
Name: Steven Reynolds
Title: Director
[Signature Page to Sixth Supplemental Indenture re: 5.000% Senior Notes]
SENSATA TECHNOLOGIES HOLDING, COMPANY US B.V., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
SENSATA TECHNOLOGIES HOLLAND B.V., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
SENSATA TECHNOLOGIES HOLDING, COMPANY MEXICO B.V., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
SENSATA TECHNOLOGIES US COÖPERATIEF U.A., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
CDI NETHERLANDS B.V., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
SENSOR-NITE NV, as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
[Signature Page to Sixth Supplemental Indenture re: 5.000% Senior Notes]
SENSATA TECHNOLOGIES DE MÉXICO, S. DE R.L. DE C.V., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Director
[Signature Page to Sixth Supplemental Indenture re: 5.000% Senior Notes]
SENSATA TECHNOLOGIES JAPAN LIMITED, as Guarantor
By:
/s/ Yann Etienvre
Name: Yann Etienvre
Title: Director
[Signature Page to Sixth Supplemental Indenture re: 5.000% Senior Notes]
SENSATA TECHNOLOGIES MALAYSIA, as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Director
[Signature Page to Sixth Supplemental Indenture re: 5.000% Senior Notes]
THE BANK OF NEW YORK MELLON, as Trustee, Registrar and Paying Agent
By:
/s/ Teresa Wyszomierski
Name: Teresa Wyszomierski
Title: Vice President
[Signature Page to Sixth Supplemental Indenture re: 5.000% Senior Notes]
Exhibit 4.4
THIRD SUPPLEMENTAL INDENTURE (this “
Supplemental Indenture
”), dated as of October 10, 2017, among SENSATA TECHNOLOGIES UK FINANCING CO. PLC, a public limited liability company incorporated under the laws of England and Wales (the “
Issuer
”), each of the Guarantors under the Indenture referred to below (the “
Guarantors
”), and THE BANK OF NEW YORK MELLON, as Trustee under the Indenture referred to below (the “
Trustee
”).
WITNESSETH:
WHEREAS the Issuer has heretofore executed and delivered to the Trustee an Indenture dated as of November 27, 2015 (as amended, supplemented or otherwise modified to date, the “
Indenture
”), by and among the Issuer, the Guarantors and the Trustee, providing for the issuance of 6.250% Senior Notes due 2026 of the Issuer (the “
Notes
”)
; WHEREAS, upon the terms and subject to the conditions set forth in that certain Consent Solicitation Statement dated October 2, 2017 (as amended and/or supplemented to date, the “
Consent Solicitation Statement
”), the Issuer solicited the consents of the Holders of the Notes to the amendments to the Indenture described in the Consent Solicitation Statement and set forth in Section 2 of this Supplemental Indenture (the “
Proposed Amendments
”);
WHEREAS, in accordance with Section 9.02(a) of the Indenture, the approval by written consent of the Holders of at least a majority of the aggregate principal amount of the Notes outstanding as of September 2, 2017 (the “
Record Date
”), which is the record date fixed by the Issuer in accordance with Section 9.04 of the Indenture, of which Record Date the Trustee has been duly notified in writing by the Issuer in accordance with Section 9.04, is sufficient to approve the aforesaid Proposed Amendments in accordance with the Indenture;
WHEREAS, the Holders of at least a majority of the aggregate principal amount of the Notes outstanding as of the Record Date (the “
Requisite Consent
”) have delivered consents approving the Proposed Amendments and the execution of this Supplemental Indenture, which such consents have not been withdrawn or revoked;
WHEREAS, pursuant to Section 9.02(a) of the Indenture, the Issuer and the Guarantors desire to execute this Supplemental Indenture in order to give effect to the Proposed Amendments, as provided hereinafter (subject to the conditions set forth in Section 3 below);
WHEREAS, all conditions precedent set forth in the Consent Solicitation Statement and the Indenture to the execution and delivery of this Supplemental Indenture by the Issuer, the Guarantors and the Trustee have been satisfied, and all things necessary have been done to make this Supplemental Indenture, when executed and delivered by the Issuer and the Guarantors, the legal, valid and binding agreement of the Issuer and the Guarantors; and
WHEREAS, the Issuer and the Guarantors have requested that the Trustee execute and deliver this Supplemental Indenture;
NOW, THEREFORE in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Supplemental Indenture hereby agree as follows:
SECTION 1.
Definitions
. For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
SECTION 2.
Amendments
. The Indenture is hereby amended as follows:
(a) The definition of “Change of Control” set forth in Section 1.01 of the Indenture (Definitions) is hereby amended and restated in its entirety as follows:
“
Change of Control
” means the occurrence of any of the following:
(1) the sale, lease, transfer or other conveyance, in one or a series of related transactions, of all or substantially all of the assets of STBV and its Subsidiaries, taken as a whole, to any Person; or
(2) STBV or the Issuer, as applicable, becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership, directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Issuer or STBV or any entity of which the Issuer or STBV is a Subsidiary; provided that so long as STBV or the Issuer, as applicable, is a Subsidiary of Parent, no Person or group shall be deemed to be or become a beneficial owner, directly or indirectly, of more than 50% of the total voting power of the Voting Stock of STBV or the Issuer or any entity of which the Issuer or STBV is a Subsidiary, as applicable, unless such Person or group shall be or become, directly or indirectly, a beneficial owner of more than 50% of the total voting power of the Voting Stock of Parent.
(b)
All references in the Indenture and any Global Note representing the Notes, as amended by Section 2 hereof, to any of the provisions modified as provided herein, or to terms defined in such provisions, shall also be deemed modified in accordance with the terms of this Supplemental Indenture.
SECTION 3.
Effectiveness of Proposed Amendments
. This Supplemental Indenture shall be effective as a binding agreement upon execution hereof by the Issuer, the Guarantors and the Trustee;
provided, however
, that the Proposed Amendments set forth in Section 2 hereof shall not become effective and operative until the Issuer’s delivery of an Officers’ Certificate to the Trustee confirming that the Issuer has paid the Consent Fee (as defined in the Consent Solicitation Statement) to the consenting Holders of Notes in accordance with the Consent Solicitation Statement (it being understood the Proposed Amendments shall become immediately and fully effective and operative upon delivery of such notice of payment). If (a) the Consent Fee has not been paid on or prior to the earlier of (i) the date of the consummation of the Re-Domiciliation Transaction (as defined in the Consent Solicitation Statement) and (ii) March 29, 2018, or (b) at any time following the execution of this Supplemental Indenture, the Issuer notifies the Trustee in writing that the Issuer no longer wishes to give effect to the Proposed Amendments and does not intend to pay the Consent Fee at any time, then this Supplemental Indenture shall, from and after, in the case of clause (a) above, the earlier of the dates, and in the case of clause (b) above, the date of the Issuer’s delivery of such notice to the Trustee, become and be null and void
ab initio
. The Issuer shall be under no obligation to pay the Consent Fee in the event the Issuer no longer wishes to give effect to the Proposed Amendments.
SECTION 4.
Ratification of Indenture; Supplemental Indenture Part of Indenture
. Except as expressly waived, amended or otherwise modified hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
SECTION 5.
Governing Law
. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, but without giving effect to applicable principles of conflicts of laws to the extent that the application of the laws of another jurisdiction would be required thereby.
SECTION 6.
Trustee Makes No Representation
. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made by the Issuer.
SECTION 7.
Counterparts
. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart of a signature page to this Supplemental Indenture by facsimile or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof.
SECTION 8.
Effect of Headings
. The Section headings herein are for convenience only and shall not affect the construction thereof.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
Signed by
Jeffrey Cote
(name of director)
for and on behalf of
/s/ Jeffrey Cote
SENSATA TECHNOLOGIES UK FINANCING CO. PLC, Director
as the Issuer
[Signature Page to Third Supplemental Indenture re: 6.250% Senior Notes]
SENSATA TECHNOLOGIES B.V.,
as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
CDI NETHERLANDS B.V., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
SENSATA TECHNOLOGIES HOLLAND B.V., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
SENSATA TECHNOLOGIES HOLDING COMPANY US B.V., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
SENSATA TECHNOLOGIES HOLDING, COMPANY MEXICO B.V., as a Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
SENSATA TECHNOLOGIES US COÖPERATIEF U.A., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
[Signature Page to Third Supplemental Indenture re: 6.250% Senior Notes]
SENSOR-NITE NV, as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: Director
CUSTOM SENSORS & TECHNOLOGIES
US CORPORATION, as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
[Signature Page to Third Supplemental Indenture re: 6.250% Senior Notes]
CUSTOM SENSORS & TECHNOLOGIES
US, LLC , as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
CUSTOM SENSORS & TECHNOLOGIES,
INC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
KAVLICO CORPORATION, as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
CRYDOM, INC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
NEWALL ELECTRONICS, INC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
BEI NORTH AMERICA, LLC, as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Vice President
[Signature Page to Third Supplemental Indenture re: 6.250% Senior Notes]
Signed by Jeffrey Cote (name of director)
for and on behalf of
/s/ Jeffrey Cote
CUSTOM SENSORS & TECHNOLOGIES NEWCO, LTD., Director
as Guarantor
[Signature Page to Third Supplemental Indenture re: 6.250% Senior Notes]
SENSATA TECHNOLOGIES BULGARIA EOOD (formerly known as Sensor-Nite Industrial EOOD), as Guarantor
By:
/s/ Gerrit Ensing
Name: Gerrit Ensing
Title: Director
[Signature Page to Third Supplemental Indenture re: 6.250% Senior Notes]
SENSATA TECHNOLOGIES, INC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Chief Operating Officer
SENSATA TECHNOLOGIES U.S., LLC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Manager
SENSATA TECHNOLOGIES DE MÉXICO, S. DE R.L. DE C.V., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Director
STI HOLDCO, INC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Director
SENSATA TECHNOLOGIES MALAYSIA, as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Director
SENSATA TECHNOLOGIES U.S. II, LLC., as Guarantor
By:
/s/ Jeffrey Cote
Name: Jeffrey Cote
Title: Manager
SENSATA TECHNOLOGIES BERMUDA LTD., as Guarantor
By:
/s/ Steven Reynolds
Name: Steven Reynolds
Title: Director
[Signature Page to Third Supplemental Indenture re: 6.250% Senior Notes]
SENSATA TECHNOLOGIES JAPAN LIMITED, as Guarantor
By:
/s/ Yann Etienvre
Name: Yann Etienvre
Title: Director
[Signature Page to Third Supplemental Indenture re: 6.250% Senior Notes]
Signed by
Martha Sullivan
(name of director)
for and on behalf of
/s/ Martha Sullivan
ST SCHRADER HOLDING COMPANY UK LIMITED, Director
as Guarantor
[Signature Page to Third Supplemental Indenture re: 6.250% Senior Notes]
Signed by
Martha Sullivan
(name of director)
for and on behalf of
/s/ Martha Sullivan
AUGUST UK HOLDCO LIMITED, Director
as Guarantor
[Signature Page to Third Supplemental Indenture re: 6.250% Senior Notes]
ST AUGUST LUX COMPANY S.À R.L.,
Société à responsabilité limitée
Registered office: 6D, route de Trèves, L-2633
Senningerberg
Grand-Duchy of Luxembourg
Share capital: USD 25,000
R.C.S. Luxembourg: B 192229
as Guarantor
By:
/s/ Jim Kirslis
Name: Jim Kirslis
Title: Manager (Class A)
[Signature Page to Third Supplemental Indenture re: 6.250% Senior Notes]
ST AUGUST LUX INTERMEDIATE HOLDCO S.À R.L.,
Société à responsabilité limitée
Registered office: 6D, route de Trèves, L-2633
SenningerBerg
Grand-Duchy of Luxembourg
Share capital: USD 25,000
R.C.S. Luxembourg: B 192214
as Guarantor
By:
/s/ Jim Kirslis
Name: Jim Kirslis
Title: Manager (Class A)
[Signature Page to Third Supplemental Indenture re: 6.250% Senior Notes]
AUGUST LUX HOLDING COMPANY S.À R.L.,
Société à responsabilité limitée
Registered office: 6D, route de Trèves, L-2633
SenningerBerg
Grand-Duchy of Luxembourg
Share capital: USD 16,376
R.C.S. Luxembourg: B 167704
as Guarantor
By:
/s/ Jim Kirslis
Name: Jim Kirslis
Title: Manager (Class A)
[Signature Page to Third Supplemental Indenture re: 6.250% Senior Notes]
AUGUST BRAZIL HOLDING COMPANY S.À R.L.,
Société à responsabilité limitée
Registered office: 6D, route de Trèves, L-2633
SenningerBerg
Grand-Duchy of Luxembourg
Share capital: USD 16,375
R.C.S. Luxembourg: B 168084
as Guarantor
By:
/s/ Jim Kirslis
Name: Jim Kirslis
Title: Manager (Class A)
[Signature Page to Third Supplemental Indenture re: 6.250% Senior Notes]
AUGUST LUXUK HOLDING S.À R.L.,
Société à responsabilité limitée
Registered office: 6D, route de Trèves, L-2633
SenningerBerg
Grand-Duchy of Luxembourg
Share capital: USD 16,375
R.C.S. Luxembourg: B 167757
as Guarantor
By:
/s/ Jim Kirslis
Name: Jim Kirslis
Title: Manager (Class A)
[Signature Page to Third Supplemental Indenture re: 6.250% Senior Notes]
AUGUST FRANCE HOLDING COMPANY S.A.S., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: President (
Président
)
SENSATA TECHNOLOGIES FRANCE S.A.S., as Guarantor
By:
/s/ Paul Chawla
Name: Paul Chawla
Title: President (
Président
)
[Signature Page to Third Supplemental Indenture re: 6.250% Senior Notes]
SENSATA FINANCE IRELAND LIMITED, as Guarantor
By:
/s/ Graeme Thompson
Name: Graeme Thompson
Title: Director
SENSATA FINANCE IRELAND II LIMITED, as Guarantor
By:
/s/ Graeme Thompson
Name: Graeme Thompson
Title: Director
[Signature Page to Third Supplemental Indenture re: 6.250% Senior Notes]
THE BANK OF NEW YORK MELLON, as Trustee
By:
/s/ Teresa Wyszomierski
Name: Teresa Wyszomierski
Title: Vice President
[Signature Page to Third Supplemental Indenture re: 6.250% Senior Notes]