SENSATA TECHNOLOGIES HOLDING PLC: entering into a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, material change in rights of securityholders, financial statements and parts (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

On June 23, 2022(the “Closing Date”), Sensata Technologies, Inc. (the “Borrower”) and certain other indirect subsidiaries wholly owned by Sensata Technologies Holding plc (the “Company”), including Sensata Technologies Intermediate Holding BV. (the “parent”) and Sensata Technologies B.V.. (“STBV”), has entered into an amendment (the “Credit Facility Amendment”) to (i) the Credit Agreement, dated May 12, 2011 (as amended, supplemented, discontinued or otherwise modified prior to the Amendment of the Credit Facility, the “Credit Agreement” and as subsequently amended pursuant to the Amendment of the Credit Facility, the “Credit Agreement” Modified Credit Agreement”; unless defined herein, capitalized terms have the same meanings as defined in the Additional Credit Agreement), between the Borrower, the Parent Company, Morgan Stanley Senior Funding, administrative agent, the lenders parties thereto, and certain other parties, and (ii) the Foreign Guarantee, dated May 12, 2011 (as amended, supplemented, discontinued or otherwise modified prior to the Amendment of the Credit Facility), made by certain affiliates of the Borrower as Foreign Guarantors in favor of the Secured Parties as defined in the Credit Agreement .

Pursuant to the Credit Facility Amendment, among other changes to the Credit Agreement and other Loan Documents provided therein, (i) the aggregate principal amount of the Revolving Credit Commitments under the Credit has been increased by $330 millionsuch that the total principal amount of the revolving credit commitments under the amended credit agreement is
$750 million; (ii) the maturity date of the Revolving Credit Facility has been extended to the earliest of the following dates: (1) June 23, 2027 and (2) if the term loans under the credit agreement are not refinanced with a maturity date that is
June 23, 2027 by June 22, 2026 (i.e. the 90th day prior to the current maturity date of the term loans of September 20, 2026), June 22, 2026; (iii) the Foreign Guarantors (excluding STBV) have been released from their obligations to guarantee and guarantee as security the obligations of the Borrower and the other Parties to the Loan relating to the Revolving Credit Facility and certain obligations relating thereto, subject to an obligation to reinstate such guarantees and collateral security if the term loans under the Credit Agreement are refinanced or their maturity is extended, or if the Borrower obtains additional term loans thereunder , and in this case, the Foreign Guarantors continue to guarantee or provide collateral security for such refinancing, extended or additional term loans; (iv) Sensata Technologies Bermuda Ltd. has been released as guarantor and securing party under the amended credit agreement and other loan documents; (v) the provisions of the credit agreement relating to interest on revolving credit loans have been amended to replace LIBOR-based rates with forward SOFR-based rates in respect of revolving credit loans denominated in WE dollars, to replace LIBOR-based rates with Daily Simple SONIA-based rates for Sterling-denominated Revolving Loans, and to make certain associated changes; and (vi) certain of the operational and restrictive covenants and other terms and conditions of the credit agreement have been modified to provide the borrower and its affiliates with increased flexibility and authorizations thereunder.

The foregoing description of the Credit Facility Amendment is qualified in its entirety by reference to the full text of the Credit Facility Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by dismissal.

Item 2.03             Creation of a Direct Financial Obligation or an Obligation Under an
                      Off-Balance Sheet Arrangement of a Registrant.

The information set out in point 1.01 above is incorporated by reference in this point 2.03.

Item 3.03   Material Modification to Rights of Security Holders.

The information set out in point 1.01 above is incorporated by reference in this point 3.03.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits

                     Amendment No. 11 to Credit Agreement and Amendment No. 2 to Foreign
                   Guaranty, dated as of June 23, 2022, by and among Sensata Technologies, Inc.,
10.1               Sensata Technologies Intermediate Holding B.V., the other Guarantors party
                   thereto, Morgan Stanley Senior Funding, Inc., as the Administrative Agent, an
                   L/C Issuer and the Swing Line Lender, and the Revolving Credit Lenders and
                   other L/C Issuers party thereto.
104                Cover Page Interactive Data File (embedded within Inline XBRL document).


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