REGISTRATION RIGHTS AGREEMENT
Dated: April 27, 2006
SENSATA TECHNOLOGIES B.V.
THE GUARANTORS NAMED HEREIN
MORGAN STANLEY & CO. INCORPORATED
BANC OF AMERICA SECURITIES LLC
GOLDMAN, SACHS & CO.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into April 27, 2006, among Sensata Technologies B.V., a private company with limited liability incorporated under the laws of The Netherlands (the “Company”), the companies named on the signature pages hereto (collectively, the “Guarantors”) and Morgan Stanley & Co. Incorporated, Banc of America Securities LLC and Goldman, Sachs & Co. (the “Placement Agents”).
This Agreement is made pursuant to the Placement Agreement dated, April 21, 2006, among the Company, the Guarantors and the Placement Agents (the “Placement Agreement”), which provides for the sale by the Company to the Placement Agents of an aggregate of $450,000,000 principal amount of the Company’s 8% Senior Notes due 2014 (the “Notes”), which will be jointly and severally guaranteed on an unsecured senior basis by the Guarantors (the “Guarantees” and, together with the Notes, the “Securities”). In order to induce the Placement Agents to enter into the Placement Agreement, the Company and the Guarantors have agreed to provide to the Placement Agents and their direct and indirect transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Placement Agreement.
In consideration of the foregoing, the parties hereto agree as follows:
As used in this Agreement, the following capitalized defined terms shall have the following meanings:
“1933 Act” shall mean the Securities Act of 1933, as amended from time to time.
“1934 Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.
“Additional Interest” shall have the meaning set forth in Section 2(d) hereof.
“Closing Date” shall mean the Closing Date as defined in the Placement Agreement.
“Company” shall have the meaning set forth in the preamble and shall also include the Company’s successors.
“Exchange Offer” shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.
“Exchange Offer Registration” shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof.
“Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form F-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.
“Exchange Securities” shall mean notes issued by the Company and guarantees of the Guarantors under the Indenture containing terms identical to the Securities, as applicable (except that (i) interest thereon shall accrue from the last date on which interest was paid on the Securities or, if no such interest has been paid, from April 27, 2006, (ii) the Exchange Securities will not contain restrictions on transfer and (iii) the Exchange Securities are not entitled to Additional Interest), and to be offered to Holders of such Registrable Securities pursuant to the Exchange Offer.
“Guarantors” shall have the meaning set forth in the preamble and shall also include any Guarantor successor.
“Holder” shall mean the Placement Agents, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term “Holder” shall include Participating Broker-Dealers (as defined in Section 4(a)).
“Indenture” shall mean the senior indenture relating to the Securities dated as of April 27, 2006 among the Company, the Guarantors and The Bank of New York, as trustee, and as the same may be amended from time to time in accordance with the terms thereof.
“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or any of its affiliates (as such term is defined in Rule 405 under the 1933 Act) (other than the Placement Agents or subsequent Holders of Registrable Securities if such subsequent holders are deemed to be such affiliates solely by reason of their holding of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount.