Notice of Securities Demand between Morgan Stanley, Banc of America, Goldman Sachs, and Sensata Technologies (June 2, 2008)
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This agreement is a notice from Morgan Stanley, Banc of America Securities, and Goldman Sachs to Sensata Technologies Holding B.V., Sensata Technologies B.V., and Sensata Technologies Finance Company LLC. The notice requests Sensata to issue new debt securities in euros to refinance existing subordinated loans, with terms similar to current senior subordinated debt and an interest rate of 11.25%. The underwriters may purchase these securities, and any fee rebate will be reduced by half and paid in U.S. dollars. All other terms of the original engagement and fee letters remain unchanged.
EX-10.32 2 v116764_ex10-32.htm
| MORGAN STANLEY & CO. INCORPORATED 1585 Broadway New York, New York 10036 | BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, NY 10019 |
| GOLDMAN, SACHS & CO. 85 Broad Street New York, NY 10004 |
June 2, 2008
NOTICE OF SECURITIES DEMAND
Sensata Technologies Holding B.V.
Sensata Technologies B.V.
Sensata Technologies Finance Company LLC
529 Pleasant Street, Attleboro, MA 02703
Attention: Jeff Cote, Chief Financial Officer
Ladies and Gentlemen:
We refer to the Engagement Letter dated as of July 11, 2007 (the “Engagement Letter”; the terms defined therein being used herein as therein defined), among the undersigned and Sensata Technologies Holding B.V., Sensata Technologies B.V. and Sensata Technologies Finance Company LLC (collectively, the “Borrowers”), and hereby give you notice pursuant to the Engagement Letter that the undersigned hereby request that the Borrowers issue debt securities to refinance the Subordinated Loans, which debt securities shall be issued in Euros, contain terms and conditions substantially similar to those applicable to the Borrowers’ existing senior subordinated debt securities, and bear interest at a rate equal to 11.25% per annum; provided that this notice shall only constitute a proposal for the issuance of debt securities for purposes of paragraph one of the Engagement Letter upon the printing of a definitive offering memorandum for the debt securities.
Notwithstanding the requirement set forth in the Engagement Letter that the debt securities be marketed to investors that are not affiliated with the undersigned Underwriters, each of the parties hereto agrees that each of the undersigned Underwriters (and/or its respective affiliates) shall be permitted to purchase and hold the debt securities. In addition, any fee rebate payable by the undersigned Underwriters upon
Notice of Securities Demand
issuance of the debt securities and repayment of the Subordinated Loans shall be reduced to an amount equal to 50% of the amount that would otherwise be payable under the terms of the Fee Letter and shall be payable in U.S. dollars.
Except as otherwise expressly set forth herein, this letter agreement shall not amend, waive, modify or otherwise supplement any provision of the Engagement Letter or the Fee Letter, each of which remains in full force and effect.
Very truly yours,
MORGAN STANLEY & CO.
INCORPORATED
By /s/ Todd Vannucci
Title: MANAGING DIRECTOR
BANC OF AMERICA SECURITIES LLC
By /s/ Brad Jones
Title: MANAGING DIRECTOR
GOLDMAN, SACHS & CO.
By /s/ Bruce H. Mendelsohn
Title: AUTHORIZED SIGNATORY
Each of the undersigned hereby acknowledges
and agrees to be bound by the foregoing:
SENSATA TECHNOLOGIES HOLDING B.V.
By /s/ Jeffrey Cote
Title: CHIEF FINANCIAL OFFICER
SENSATA TECHNOLOGIES B.V.
By /s/ Jeffrey Cote
Title: CHIEF FINANCIAL OFFICER
Notice of Securities Demand
