Third Amendment to Transition Production Agreement



 Exhibit 10.1 
 Final Execution Version 
 THIRD
AMENDMENT TO TRANSITION PRODUCTION AGREEMENT 
 THIS THIRD AMENDMENT TO THE TRANSITION PRODUCTION AGREEMENT
(“Amendment”) is made and entered into as of the 4th day of February, 2010, between SENSATA TECHNOLOGIES, INC., a Delaware corporation (“Sensata”), and EMS ENGINEERED MATERIALS SOLUTIONS, LLC, a
Delaware limited liability company (“EMS”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Original TPA. 
 RECITALS 
 WHEREAS, Sensata and EMS entered into a Transition Production Agreement, dated May 11, 2009, which was subsequently amended pursuant to the Amendment to the Transition Production Agreement (Security), dated May 18, 2009,
and the Amendment to the Transition Production Agreement (Retention), dated May 16, 2009 (collectively the “Original TPA”); 
 WHEREAS, the parties desire to amend certain terms of the Original TPA, including extending the term of the Original TPA for an additional four (4) months; 
 WHEREAS, in connection with the extension and the modification of certain terms of the Original TPA, the parties wish to amend and
restate, in full, the Original TPA; 
 NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows: 
 1. Conditions Precedent. Each of the parties hereto
acknowledges and agrees that each of the actions set forth below in this Section 1 is a condition precedent (as applicable) to their respective requirements to fulfill their respective obligations under this Amendment: 
 (a) Administrative Fee. Upon the execution of this Amendment, Sensata agrees to pay to EMS a total of $200,000, which amount
represents an administrative fee in consideration for EMS to enter into this Amendment. This fee shall become part of the monthly P/L charges reflected in each monthly P&L Statement during the four-month extension period. The fee shall be
reflected in each monthly P&L Statement in amount of $50,000. In the event that Sensata terminates the Agreement prior to the four-month extension term, then any remaining unpaid balance of the $200,000 shall be included in the final P&L
Statement. 
 (b) ConEdison Agreement. Sensata and EMS shall enter into an agreement in the form attached hereto as
Schedule 1(b)-(1), allocating the financial risk and responsibility associated with the provision of electricity by ConEdison. Moreover, Sensata and EMS shall enter into the ConEdison Electricity Sales Agreement, between ConEdison, Sensata
and EMS substantially in the form attached hereto as Schedule 1(b)-(2). 







 (c) Pepco Agreement. Sensata and EMS shall enter into an agreement in the form
attached hereto as Schedule 1(c), memorializing the understanding between the parties regarding the allocation of responsibility of any potential liability resulting from the Pepco Energy Services Master Electric Sales Agreement. 

(d) Abandoned Tooling and Equipment. Pursuant to Section 1(b) of the Original TPA, Sensata hereby notifies EMS of its intent
to abandon in place the tooling and equipment specifically identified as “abandon” in column “Disposition” on Schedule 1(d), attached hereto. Simultaneously with the execution of this Amendment, Sensata hereby transfers
title to such abandoned items to EMS free and clear of any liens created by Sensata as of the date of this Amendment. 
 (e)
Transfer of Tooling and Equipment. In consideration for Sensata to enter into this Amendment, EMS hereby agrees to transfer to Sensata the tooling and equipment listed on Schedule 1(e) attached hereto. Sensata acknowledges and agrees
that all of the tooling and equipment listed on Schedule 1(e) is being transferred to Sensata on an “as is” “where is” and “with all faults” basis, and Sensata further acknowledges and agrees that EMS hereby
disclaims any and all express or implied warranties concerning the condition, adequacy, accuracy or completeness of the tooling and equipment (including any manuals, documents or information supplied in connection with such tooling and equipment),
including, but not limited to the implied warranties of merchantability or fitness for a particular purpose. 
 (f) Operating
Covenants. Immediately following execution of this Amendment, EMS will provide to Sensata a list of all open purchase orders and releases for any raw material needed by EMS for production of ECS Products during the extension period. 

(g) Bi-Metal Acknowledgment. In consideration for EMS to enter into this Amendment, Sensata hereby acknowledges and agrees to
continue to abide by and honor the terms of that certain Supply and Purchase Agreement, dated October 17, 2005, including, but not limited to the current prices contained in such agreement, as well as Sensata’s obligation to exclusively
purchase bi-metal products from EMS during the term of such agreement. The parties agree to continue its discussion relative to any extension, pricing or terms of that certain Supply and Purchase Agreement, dated October 17, 2005. 

2. Amendments. 
 (a) Section 1(b) of the Original TPA is hereby amended by deleting such sub-section in its entirety and replacing such provision with the following: 
 “(b) Tooling and Equipment. Simultaneously with the execution of this Agreement, Sensata shall pay to EMS by wire transfer of
immediately available funds to an account designated by EMS $1,875,000, which amount represents payment in full of the tooling and equipment of EMS’ ECS Division as detailed on Schedule 1(b) hereto (EMS shall deliver title to such
tooling and equipment to Sensata as of the date hereof, free and clear of all liens, claims and encumbrances of any type). EMS may remove any tooling or equipment not listed on Schedule 1(b) from the ECS Division facility with the prior

  

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written consent of Sensata (not to be unreasonably withheld). EMS shall have no liability for further production of ECS Products that may require use of any tooling or equipment removed by
Sensata prior to the termination of this Agreement. 
 (i) Abandoned Tooling and Equipment. Sensata has
notified EMS in writing on Schedule 1(d) of the Third Amendment to Transition Production Agreement, all of the tooling and equipment that it has abandoned in place, and has transferred title to such equipment and tooling to EMS free and clear
of any liens created by Sensata. Any tooling and equipment that remains at EMS’ facility ten (10) days after the termination of this Agreement in which Sensata has not provided EMS with notice of transfer of title to Umicore shall be
deemed abandoned for purposes of this Section. At such time, Sensata shall automatically transfer title to such abandoned items to EMS free and clear of any liens created by Sensata, and EMS shall dispose of such tooling and equipment at its cost
and expense. 
 (ii) Retain and Removed Tooling and Equipment. Sensata shall remove all tooling and
equipment that is identified as “Retain and Remove” on Schedule 1(d) of the Third Amendment to the Transition Production Agreement from the ECS Division facility no later than ten (10) business days after the termination of
this Agreement. Sensata shall bear all costs associated with removing any such tooling or equipment, including costs associated with restoring or repairing the building to its condition prior to such removal as a result of the removal of such
tooling or equipment (such restoring and repairing to be completed within ten (10) business days of the removal of such tooling or equipment). EMS shall grant Sensata reasonable access to the ECS Division facility to remove such tooling and
equipment. If for any reason, EMS and Umicore do not enter into a sublease agreement, all tooling and equipment listed on Schedule 1(d) of the Third Amendment to Transition Production Agreement that was previously identified as
“Retain” shall be treated as “Retain and Remove” and subject to Sensata’s obligations for removal of such tooling and equipment pursuant to this Section. Any tooling and equipment that has been identified as “Retain and
Remove” in this Section that remains at EMS’ facility ten (10) business days after the termination of this Agreement shall be deemed abandoned. At such time, Sensata shall automatically transfer title to such abandoned items to EMS
free and clear of any liens created by Sensata, and EMS shall dispose of such tooling and equipment at its cost and expense. 
 (iii) Retained Tooling and Equipment. The tooling and equipment marked “Retain” on Schedule 1(d) of the Third Amendment to Transition Production Agreement shall be transferred from
Sensata to Umicore and thus remain at the ECS Division facility after termination of this Agreement. Sensata shall provide written notice to EMS when title to such tooling and equipment has transferred to Umicore (which shall include evidence of
such assignment). Upon receipt of such notice, EMS shall not be responsible for any costs or repairs associated with moving any tooling and equipment transferred to Umicore.” 
  

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 (b) Section 2. of the Original TPA is hereby amended by deleting such Section in its
entirety and replacing such provision with the following: 
 “Terms and Conditions of Sale; Payment. EMS
agrees to manufacture electrical contacts systems (the “ECS Products”) for Sensata in such amounts as may be specified by Sensata from time to time (such amounts, when combined with amounts (if any) then manufactured for other
customers of the business as contemplated by Section 12 hereof, shall not to exceed 100% of EMS’ fixed asset capacity for ECS Products as of the date hereof, such capacity set forth on Schedule 2 hereof). Any such ECS Products shall
be manufactured for Sensata in accordance with the specifications requested and provided by Sensata from time-to-time. All sales of ECS Products made by EMS to Sensata shall be on such terms and conditions of sale that are consistent with the past
practice of the parties; provided, however, that (a) EMS shall indicate on each invoice for ECS Products that amount of such invoice to be allocated (and paid) to Umicore/Sensata (the amount allocated to be paid to Umicore/Sensata
in such invoice, the “Silver Portion”) and the amount of such invoice to be allocated (and paid) to EMS (the “EMS Portion”), and (b) Sensata shall pay (by wire transfer of immediately available funds) directly
to Umicore/Sensata the Silver Portion of the purchase price for such ECS Products (as set forth on the applicable invoice) on the date of shipment of such ECS Products to Sensata and shall pay directly to EMS (by wire transfer of immediately
available funds) the EMS Portion of the purchase price for such ECS Products (as set forth on the applicable invoice) on the date of shipment of such ECS Products to Sensata. EMS will provide Umicore/Sensata with a copy of each invoice for such ECS
Products upon issuance. Sensata will provide EMS with a copy of the wire transfer confirmation of each payment of the Silver Portion and EMS Portion. EMS acknowledges and agrees that payment by Sensata of the Silver Portion of the purchase price and
the EMS Portion of the purchase price (each as contemplated above and set forth in the applicable invoice) shall constitute payment in full of the aggregate purchase price payable by Sensata for such ECS Products. During the term of this Agreement,
Sensata shall issue (at a minimum) each Thursday of each week, purchase orders for the purchase and sale of all finished ECS Products produced on behalf of Sensata pursuant to its specifications (that are not subject to a previous purchase order)
containing a shipment date no longer than five (5) calendar days from the date of the purchase order. To the extent that there is any inconsistency between the terms of this Agreement and the “past practices” of the parties (as
contemplated by this Section 2), then the terms of this Agreement shall control. IN NO EVENT SHALL EMS HAVE ANY LIABILITY TO SENSATA ARISING FROM EMS’ FAILURE TO FULFILL ITS OBLIGATIONS TO MANUFACTURE ECS PRODUCTS FOR SENSATA PURSUANT TO
THIS SECTION 2 IN EXCESS OF THE AMOUNTS PAID BY SENSATA FOR SUCH ECS PRODUCTS (AND IN NO EVENT WILL EMS BE LIABLE TO SENSATA FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE, WHETHER BASED IN CONTRACT, IN TORT OR
OTHERWISE, THAT ARISE FROM EMS’ FAILURE TO FULFILL ITS OBLIGATIONS TO MANUFACTURE ECS PRODUCTS FOR SENSATA PURSUANT TO THIS SECTION 2, INCLUDING BUT NOT LIMITED TO LOSS OF USE OF THE ECS PRODUCTS AND LOSS OF PROFITS). EMS shall have no
liability or be in breach of this Section 2 for any failure or delay in performance due to strikes, lockouts, concerted acts of workmen, fires, explosions, floods or other natural catastrophes, civil disturbance or riots, armed conflict
(whether declared or undeclared),

  

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terrorist acts, acts of God, compliance with acts of government and government regulations, embargoes or any other similar cause which is beyond the reasonable control of EMS. For the avoidance
of doubt, Sensata hereby agrees that EMS shall not be required to remit the Silver Portion of any purchase price of ECS Products sold to Checon until such time that EMS receives payment in full from Checon for such ECS Products” 
 (c) Section 3(a)(ii) of the Original TPA is hereby amended by deleting such sub-section in its entirety and replacing such provision
with the following: 
 “(ii) the last day of the calendar month following the month of delivery of
written notice of termination sent by Sensata to EMS at any time on or following the thirtieth (30th) calendar day after the date hereof;” 
 (d) Section 3(a)(iii) of
the Original TPA is hereby amended by deleting such sub-section in its entirety and replacing such provision with the following: 
 “(iii) May 31, 2010;” 
 (e) Section 3(a)(v) of the Original TPA is hereby amended by deleting such
sub-section in its entirety and replacing such provision with the following: 
 “(v) immediately upon (i) the effective
date specified in a written notice delivered by Sensata to EMS following the final determination of EMS’ breach of any of its obligations set forth in Schedule 10, (ii) the effective date specified in a written notice delivered by
EMS to Sensata after the final determination of Sensata’s breach of any of its obligations set forth in Section 4 (Loss Payment), Section 5 (Working Capital Prepayment) (such final determination to be made in the manner set forth in
Section 4 or Section 5, respectively), or (iii) the effective date specified in a written notice delivered by EMS to Sensata following Sensata’s failure to pay EMS the invoiced amount for any ECS Products pursuant
to Section 2 hereof.” 
 (f) Section 3(b) of the Original TPA is hereby amended by deleting such
sub-section in its entirety and replacing such provision with the following: 
 “(b) Upon the termination of this Agreement
(including after expiration of any applicable notice provision contemplated by Section 3(a)), Sensata shall immediately purchase from EMS and EMS shall sell to Sensata all Inventory of the ECS Division (to the extent meeting Sensata’s
specifications and produced by EMS or purchased by EMS for Sensata), at a purchase price equal to the then current net carrying cost of any raw materials and work in process, as stated in EMS’ books and records of accounting, (prepared in
accordance with past practice) and the historical sale price paid by Sensata to EMS for any finished goods; provided, however, that Sensata may (in its sole discretion) but shall not be obligated to purchase such Inventory in the event
that EMS has breached this Agreement in any material respect. For purposes of this Agreement “Inventory” shall include all: (i) raw materials (including any raw materials not yet delivered to EMS, but that have been ordered by EMS in
connection with orders placed by Sensata for ECS

  

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Products); (ii) work in process; and (iii) finished goods, wherever located. Subject to the foregoing, EMS shall deliver the Inventory within ten (10) days after the termination of
this Agreement or within ten (10) days after the receipt of all raw materials ordered by EMS in connection any previously accepted order for ECS Products from Sensata, provided that any orders for raw materials purchased after the effective
date of the Third Amendment to Transition Production Agreement have been approved by Sensata prior to EMS placing such orders with their suppliers, whichever is later, such delivery to be made at Sensata’s expense (such expenses to be approved
in advance by Sensata in writing) to a location specified in writing by Sensata, and upon delivery, Sensata shall pay the amounts specified herein. For the avoidance of doubt, EMS shall have the right to apply any amounts owed to it by Sensata under
this Section against any amounts owed to Sensata pursuant to the Working Capital Prepayment (as defined in Section 5).” 
 (g) Section 3(c) of the Original TPA is hereby amended by deleting such sub-section in its entirety and replacing such provision with the following: 
 “During the term of this Agreement, Sensata hereby acknowledges and agrees to use its reasonable efforts to cause Umicore to sublease a portion of the ECS Division facility from EMS, and to
accommodate EMS and Umicore in preparing the ECS Division facility to be leased to Umicore upon termination of this Agreement.” 
 (h) Section 4(a) of the Original TPA is hereby amended by deleting such sub-section in its entirety and replacing such provision with the following: 
 “(a) Within five (5) days of the end of each calendar month during the term of this Agreement or in the event of termination of this Agreement within thirty (30) days after the termination,
EMS shall prepare and deliver to Sensata a profit and loss statement for the immediately preceding calendar month (or partial month) with respect to the ECS Division prepared in accordance with the accounting principles and allocation ratios set
forth on Schedule 4 attached hereto (each, a “P&L Statement”).” 
 (i) Section 4(e) of the
Original TPA is hereby amended by deleting such sub-section in its entirety and replacing such provision with the following: 
 “(e) Within three (3) business days following the delivery of any P&L Statement by EMS to Sensata: (i) Sensata shall pay to EMS, by wire transfer of immediately available funds to an account designated by EMS, an amount
equal to the loss shown on such P&L Statement, excluding any Disputed Items, if any (a “Loss Payment”) or (ii) EMS shall pay to Sensata, by wire transfer of immediately available funds to an account designated by Sensata,
an amount equal to the profit shown on such P&L Statement, excluding any Disputed Items, if any (“Profit Payment”).” 
  

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 (j) Section 5 of the Original TPA is hereby amended by deleting such provision in its
entirety and replacing such provision with the following: 
 “5. Working Capital Prepayment. The parties
hereto acknowledge and agree that during the term of this Agreement, EMS shall not be required to commit any Net Working Capital (as defined below) to the ECS Division. For purposes of this Agreement, “Net Working Capital” means an amount
equal to the book value of Inventory of the ECS Division minus any pre-existing non-Sensata inventory prior to the effective date of the Third Amendment to Transition Production. Net Working Capital and all components thereof shall be
determined with respect to the entire ECS Division (i.e. for all customers of the ECS Division consistent with Section 12). During the term of this Agreement Sensata shall prepay an amount to EMS equal to the amount of book value of Inventory
of the ECS Division (the “Working Capital Prepayment”). The Working Capital Prepayment shall be funded and adjusted on a weekly basis. EMS shall use the Working Capital Prepayment solely in its ECS Division. Each Friday EMS shall
provide Sensata with an ECS Division Net Working Capital statement setting forth EMS’ good faith determination of Net Working Capital as of the close of business (each, a “Net Working Capital Statement”). Sensata shall have a
right to review any Net Working Capital Statement pursuant to its rights set forth in Section 10 (Access to ECS Division). On the Monday immediately following the Friday delivery of any Net Working Capital Statement by EMS to Sensata, the
Working Capital Prepayment shall be funded or adjusted as follows: (i) to the extent that Net Working Capital is greater than the then current Working Capital Prepayment from Sensata to EMS, Sensata shall wire to EMS in immediately available
funds an amount equal to the difference between the Net Working Capital and the then current Working Capital Prepayment; or (ii) to the extent that the Net Working Capital is less than the then current Working Capital Prepayment from Sensata to
EMS, EMS shall wire to Sensata in immediately available funds an amount equal to the difference between the Net Working Capital and the then current Working Capital Prepayment such that Net Working Capital shall equal the Working Capital Prepayment.
The Working Capital Prepayment shall be unsecured, shall not bear any interest, and shall be subordinated to any funded indebtedness of EMS, including any secured loans from Contrarian Financial Service Company, LLC or Wickeder US Beteiligungs
GmbH.” 
 (k) Section 14 of the Original TPA is hereby amended by deleting such provision in its entirety and
replacing such provision with the following: 
 “14. Set-Off. (a) Except in the event that Sensata
breaches its obligation to pay the Silver Portion of any invoice to Umicore/Sensata, if Umicore/Sensata shall have drawn upon that certain letter of credit issued by The Bank of New York Mellon (the “Letter of Credit”) (which,
pursuant to the terms therein, provides security for the Delivery of Precious Metals (as defined in the Consignment Agreement) for the production of ECS Products under that certain Consignment Agreement between Umicore/Sensata and EMS, dated as of
February 21, 2008 (as amended, the “Consignment Agreement”)), or (b) EMS breaches any of its obligation to Sensata hereunder, in the case of either clause (a) or (b) above, then Sensata is hereby authorized,
subject to Umicore/Sensata’s right to be paid in full with respect to all of EMS’ Obligations (as defined in the Consignment Agreement) to Umicore/Sensata under the Consignment Agreement (other than contingent indemnification obligations
for which no claim has been asserted), at any time and from

  

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time to time after Sensata exercises its rights under the Consignment Agreement and only to the extent that Sensata suffers a deficiency between the amount drawn upon the Letter of Credit and the
amount recovered by Sensata after the exercise of its remedies under the Consignment Agreement, to the fullest extent permitted by law, to setoff and apply any and all deposits related to the ECS Division (including, without limitation, any
pre-payments of ECS Products constituting finished goods inventory to be purchased by Sensata from EMS’ ECS Division) and/or other amounts payable by Sensata to EMS pursuant to the terms of this Agreement against any and all of such deficiency.
In the event that Sensata breaches any of its obligation to EMS hereunder, then EMS is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to setoff and apply any and all deposits (including, without
limitation, any pre-payments of ECS Products constituting finished goods inventory to be purchased by Sensata from EMS’ ECS Division), the Working Capital Prepayment, and/or other amounts payable by EMS to Sensata pursuant to the terms of this
Agreement against any and all of the amounts owed by Sensata to EMS, including, but not limited to Sensata’s obligations to purchaser Inventory as set forth in Section 3(b). For the avoidance of doubt, the parties acknowledge and agree
that their respective set-off rights set forth in this Section 14 are solely limited to deposits and rights associated with the ECS Division. The parties hereby affirmatively waive any and all rights to exercise any setoff, counterclaim or
deduction with respect to any amounts arising under or in respect of this Agreement against any other amounts owing to or from each other under matters other than under this Agreement, including any obligations, deposits, or rights related to
EMS’ bi-metal division.” 
 (l) Schedule 10 of the Original TPA is hereby amended by deleting Item 7 in its
entirety and replacing it with the following: 
 “7. EMS will not issue a purchase order, purchase order release, or make
commitments thereof for inventory, expenses, services, labor, repairs or capital without Sensata’s prior approval.” 
 3. Remaining Terms Unaffected. Except for the amendments to the Original TPA set forth herein, all other provisions of the Original TPA shall remain in full force and effect and are incorporated herein as if fully set forth
herein. 
 4. Governing Law. This Amendment shall be governed by, and construed in accordance with, the Laws of
the State of New York, without regard to any conflict or choice of law principles thereof that would give rise to the application of the domestic substantive law of any other jurisdiction. 
 5. Counterparts and Facsimile Signature. This Amendment may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same instrument. This Amendment may be executed by facsimile signature. 
 [Signatures appear on the following page] 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year
first above written. 
  

			
	EMS ENGINEERED MATERIALS SOLUTIONS, LLC
		
	By:	 	 /s/ S.A. de Kock

	Name:	 	 S.A. de Kock

	Title:	 	 President & CEO











			
	SENSATA TECHNOLOGIES, INC.
		
	By:	 	 /s/ Martha Sullivan

	Name:	 	 Martha Sullivan

	Title:	 	 C.O.O.










 Schedule 1(b)-1 







 February 4, 2010 
 Kevin Folan 
 Chief Financial Officer 
 EMS Engineered Materials Solutions, LLC 
 39 Perry Avenue 
 Attleboro, MA 02703 
  

	RE:	Con Edison Solutions Customer Account Number
                     

 Dear Mr. Folan: 
 The purpose of this letter is to document the agreement between EMS Engineered Materials Solutions, LLC
(“EMS”) and Sensata Technologies, Inc. (“Sensata”) regarding electricity service and maintenance provided to the Attleboro Corporate Campus Association (the “ACCA”). ACCA is responsible for maintaining and paying the
ACC Account with National Grid (“National Grid”) for electricity service and maintenance provided to the former Texas Instruments Attleboro Campus. 
 EMS and Sensata had previously entered into an agreement on April 17, 2008 regarding the allocation of the monthly electricity bill between the two parties. As you are aware, Pepco has opted to
terminate its agreement with EMS and Sensata to provide energy services. Consequently, EMS and Sensata have sought the services of other energy providers. A contract (the “ConEdison Agreement”) has been signed by EMS and Sensata with
ConEdison Solutions (“ConEdison”) regarding energy services for the ACCA for the period of the December 2009 billing cycle to the December 2010 billing cycle, pursuant to which EMS and Sensata have agreed to be jointly and severally liable
to ConEdison for all their respective obligations under the ConEdison Agreement. 
 EMS agrees to continue to remit approximately 60% of the
fees (subject to actual meter readings for each month) due to National Grid for transmission and distribution services and approximately 60% of the fees (subject to actual meter readings for each month) due to ConEdison for energy charges applicable
to the ACCA. In addition, EMS has agreed that it is responsible for the energy fees applicable to Building 2 (currently occupied by Bristol Community College), Buildings 3 and 4 at 39 Perry Street (currently occupied by EMS), Building 5 (currently
occupied by Linde Gas), Building 10 (currently occupied by Vertex), and Unit A of Building 11 (currently occupied by New Age). EMS, in its own discretion, may invoice and collect any fees it pays on behalf of BCC, Linde Gas, Vertex and New Age.

 Similarly, Sensata agrees to continue to remit approximately 40% of the fees (subject to actual meter readings for each month) due to
National Grid for transmission and distribution services and 40% of the fees (subject to actual meter readings for each month) due to ConEdison for energy charges applicable to the ACCA. In addition, Sensata has agreed that it is responsible for the
energy fees applicable to the Business Center at 529 Pleasant Street and Building 12 at 533 Pleasant Street (both currently occupied by Sensata), Building 1 (currently owned by Preferred), Buildings 20 and 21 (currently owned by Ronald Pratt Co.)
and Unit B of Building 11 (currently owned by New Stream). Sensata, in its own discretion, may invoice and collect fees it pays on behalf of Preferred, Ronald Pratt Co. and New Stream. 







 Sensata hereby agrees to indemnify, defend and save harmless EMS from and against liabilities, losses or
claims of any kind or nature incurred by EMS arising out of Sensata’s (i) breach of any agreement with National Grid, including Sensata’s failure to pay its approximate 40% share of energy transmission and delivery charges National
Grid, or (ii) breach of the Electricity Sales Agreement with ConEdison, including Sensata’s failure to timely pay its approximate 40% share of energy charges to ConEdison. 
 EMS hereby agrees to indemnify, defend and save harmless Sensata from and against liabilities, losses or claims of any kind or nature incurred by Sensata arising out of EMS’ (i) breach of any
agreement with National Grid, including EMS’ failure to pay its approximate 60% share of energy transmission and delivery charges to National Grid, or (ii) breach of the Electricity Sales Agreement with ConEdison, including EMS’
failure to timely pay its approximate 60% share of energy charges to ConEdison 
 EMS and Sensata further agree that in the event of any
dispute, litigation, claim or proceeding initiated against them (an “Adverse Claim”) in connection with or arising out of the transactions contemplated by the ConEdison Agreement (including, without limitation, any claims by ConEdison or
National Grid), all fees, expenses and other costs associated with defending against and resolving an Adverse Claim, including, without limitation, any judgment or settlement as a result thereof (collectively, the “Claim Fees and
Expenses”), shall be divided between EMS and Sensata as follows: EMS shall pay sixty percent (60%) of all such Claim Fees and Expenses, and Sensata shall pay forty percent (40%) of all such Claim Fees and Expenses. To the extent any
Claim Fees and Expenses are paid for in their entirety by EMS or Sensata, as the case may be, the non-paying party shall remit its share of such Claim Fees and Expenses to the paying party promptly following the non-paying party’s receipt of a
written request therefor, together with such substantiating documentation as the non-paying shall reasonably request. 
 In consideration of the
covenants and agreements contained herein, EMS and Sensata understand, acknowledge and agree that they shall not bring any claim, action, lawsuit or legal or equitable proceeding of any kind against each other based on, encompassed in or related in
any way to the ConEdison Agreement or any Adverse Claim, and further covenant and agree that they will not encourage, cooperate with or in any way participate in or facilitate such a claim, action, lawsuit or legal proceeding by any third party
except as required by law or properly issued subpoena. 
 The parties hereby covenant and agree that neither party shall communicate directly
with ConEdison or provide any notice to ConEdison with respect to the ConEdison Agreement (including any notice of termination) without the written consent of the other party. 
 This letter agreement shall remain in effect until the earlier of: (i) the mutual agreement in writing by the parties to terminate this letter agreement; or (ii) upon termination of the
Electricity Sales Agreement, between EMS and Sensata on the one hand, and ConEdison on the other. Any amendment to the terms of this letter agreement must be in writing signed by the parties. This letter agreement will be governed by and construed
in accordance with the laws of Massachusetts. The indemnification obligations set forth herein will survive the termination of this letter agreement. 
 If EMS is in agreement with the foregoing, please sign and return the enclosed copy of this letter to my attention. We appreciate your cooperation and assistance in this matter. 








			
	Sincerely,
	Sensata Technologies, Inc.
		
	By:	 	 /s/ Jeffrey Cote

		 	Jeffrey Cote
		 	Chief Financial Officer

 The undersigned, on behalf of Engineered Materials Solutions, agrees with the foregoing terms and
conditions. 
  

			
	EMS Engineered Materials Solutions, LLC
		
	By:	 	 /s/ Kevin Folan

		 	Kevin Folan
		 	Chief Financial Officer
		
	Date:	 	 2/4/10









 Schedule 1(b)-2 







 

 
 ELECTRICITY SALES AGREEMENT 
 MA – DA LMP Plus Adder 
 COMMERCIAL CUSTOMER INFORMATION 

  

					
	Customer Name:	 	Sensata Technologies, Inc. / Engineered Materials Solutions
	Mailing Address:	 	529 Pleasant Street MS 0-28
		 	Attleboro, MA 02703
	Contact Names:	 	Jeffrey Bergman	  	Kevin Folan
	Telephone Number:	 	(508) 236-1811	  	(508) 342-2238
	LDC Account Number(s)	 	                    Service Address(s)
	See Contract Addendum 1.	 		  	
			
	Tax ID Number:	 		  	x  Tax exempt or special tax status.
		 		  	(Must provide appropriate documentation to ConEdison Solutions)

 AGREEMENT FOR PURCHASE OF ELECTRICITY 
 The purpose of this document (“Letter of Authorization”) is to authorize a change in Customer’s electric power supplier and/or
Third Party Supplier (TPS) and to set forth the terms and conditions that apply. By signing and returning this document to Consolidated Edison Solutions, Inc. (“ConEdison Solutions”), Customer hereby offers to purchase from ConEdison
Solutions the electric requirements for the listed account(s) at the rate(s) per kilowatt hour (kWh) specified below, for the period beginning with Customer’s meter reading for February 2010 and ending with Customer’s meter reading
for February 2012 (the “Term”). Customer hereby authorizes ConEdison Solutions to enroll Customer in the retail choice program and for the duration of the Term, Customer acknowledges that ConEdison Solutions is the sole competitive
supplier of electricity. 
 Upon ConEdison Solutions’ acceptance of Customer’s offer (indicated by its signing below),
Customer will be bound to receive and purchase from ConEdison Solutions, and ConEdison Solutions will be bound to provide and sell to Customer, electricity during the Term in accordance with this document including the Terms of Service and all
Addendums (the “Agreement”). (In this Agreement the Customer is referred to as “You” or “Your” or “Customer” and ConEdison Solutions is referred to as “ConEdison Solutions” or “We” or
“Our” or “Us.”) 
  

							
	Customer: 	  	Sensata Technologies, Inc.	  	Consolidated Edison Solutions, Inc.
	Name (Print):	  	 Jeff Cote
	  	Name (Print):	 	  

	Signature:	  	 /s/ Jeff Cote
	  	Signature:	 	  

	Title:	  	 CFO
	  	Title:	 	  

	Date:	  	 2/4/10
	  	Date:	 	  

				
	Customer:	  	Engineered Materials Solutions	  		 	
	Name (Print):	  	 Kevin Folan
	  		 	
	Signature:	  	 /s/ Kevin Folan
	  		 	
	Title:	  	 CFO
	  		 	
	Date:	  	 2/3/10
	  		 	

 Consolidated Edison Solutions, Inc., 100 Summit Lake Drive, Suite 410, Valhalla, NY
10595; 1-800-316-8011; MA Lic. #CS-042 
 PRICING 
 The price You will pay for electric supply under this Agreement will be determined as follows: ConEdison Solutions will calculate Your hourly usage based on either (1) Your actual hourly meter
reading or (2) if Your usage is not metered on hourly intervals, the applicable local distribution company (“LDC”) commercial hourly load profile will be applied to Your monthly meter reading. Each hourly usage value will then be
multiplied by the corresponding loss adjusted Day-Ahead Locational Marginal Price plus a fixed Adder of $0.02399 per kWh. All prices exclude applicable taxes. 
 Con Edison Solutions does not add additional charges or fees when You switch to Our service. Some utilities may charge a fee or do a true up when a business switches from utility service. You have the
option to convert this Agreement to a fixed price agreement at any time during the Term at the price and for the term that ConEdison Solutions will offer to You upon request. 







 ELECTRICITY SALES AGREEMENT 
 TERMS OF SERVICE 
  

	1.	BILLING AND PAYMENT. Payment is due by the date set forth on the invoice or if no date for payment is provided on the invoice payment due within twenty
five (25) days of the date of the invoice (“Payment Date”). If payment is not received by the Payment Date, it is considered late and may be reported to a credit agency. Late payments or partial payment balances will be subject to a
late fee of 1.5% per month, or the maximum rate allowable by law, whichever is less. Your bill will be based on monthly meter readings. If Your Local Distribution Company (“LDC”) is unable to read Your meter, Your LDC will estimate
Your charges based on previous usage history, and later adjust it based on actual usage shown by a meter reading. We shall make a similar adjustment to Your bill. You shall reimburse ConEdison Solutions for any collection fees We incur in collecting
Your outstanding invoices. ConEdison Solutions does not offer third-party or deferred billing options. In the event of a deterioration of Your creditworthiness as reasonably determined by Us based upon Our review of credit agency (e.g., D&B;
Moody’s) reports or other publicly available information, We may require a deposit in the form of a letter of credit or cash deposit of up to two (2) months estimated usage, and You agree to provide such deposit upon written request. We
will contact You prior to making such a determination to discuss the situation and give You an opportunity to explain the circumstances. Interest will not be paid on deposits unless required by law. 

  

	2.	DISPUTE RESOLUTION. If You have a dispute concerning Your invoice or ConEdison Solutions’ service under this Agreement, please notify Us of
the nature of the dispute by telephone 1-800-563-4191 or by mail to ConEdison Solutions, Attn: Customer Operations, 100 Summit Lake Drive, Suite 410, Valhalla, NY 10595 or in person at Our office located at 2 Burlington Woods, Burlington,
Massachusetts. Invoice disputes shall be made at the time payment of the invoice is due along with payment of the undisputed part of the bill. We will investigate the dispute and reply to You in writing concerning Our findings in an attempt to
resolve the dispute. If You disagree with Our findings, You may: (i) contact the Massachusetts Department of Public Utilities (DPU), formerly the Massachusetts Department of Telecommunications and Energy, which may refer the dispute to the
Massachusetts Office for Dispute Resolution for mediation of a billing dispute between an electric customer, including a municipality, and a competitive supplier, if the amount in dispute is greater than one hundred dollars ($100.00) and the subject
of the dispute is within the DPU’s statutory and regulatory authority or (ii) request in writing that ConEdison Solutions arrange for alternative dispute resolution by a neutral third party. 

  

	3.	DEMAND FORECASTS. You agree to authorize Us to access Your historical usage records from Your LDC. You are under no obligation to take any minimum volume
of electricity. You agree to notify Us in writing whenever You have reason to believe Your demand will depart materially from such historical usage, e.g., because of addition or reduction of equipment or usage thereof, providing good faith estimates
of such departures. 

  

	4.	TITLE AND TAXES. Title to the electricity sold hereunder shall pass from Us to You when it is delivered to Your LDC. Prices set forth herein include
transportation to Your LDC. You shall pay to ConEdison Solutions the amount of any transfer, sales or other taxes and related charges, however designated, that are imposed upon the transfer of title or the transporting or delivering of electricity
and such amount will be separately stated on Your bill, unless prior to execution of this Agreement, You have given Us applicable, valid tax exemption certificates. 

  

	5.	FORCE MAJEURE. Except for Your obligation to make payments when due, neither party shall be liable to the other for any delay or failure to perform caused
by an occurrence of Force Majeure. “Force Majeure” are occurrences beyond a party’s reasonable control, including, without limitation, acts of God, strikes, lockouts or other industrial disturbances, acts of terrorism, wars,
blockades, insurrections, riots, epidemics, pandemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, washouts, civil disturbances, explosions, breakage, shortage or unavailability of transmission facilities, and actions of
any governmental authority or Your LDC which result in conditions, limitations, rules, or regulations that materially impair either party’s ability to perform hereunder. The affected party shall give to the other reasonably prompt and detailed
notice of the occurrence of any Force Majeure relied upon and use commercially reasonable efforts to resume performance hereunder. 

  

	6.	LIMITATION OF LIABILITY. Neither party shall be liable to the other for any indirect, special, consequential (including lost profits or revenue),
incidental or punitive damages for claims arising under this Agreement. 

  

	7.	NO WARRANTIES. We agree to pass through any warranties We get from Our electricity suppliers, to the extent We are permitted to do so. Except as expressly
set forth herein, ConEdison Solutions makes, and You receive, no warranty, express, implied, or statutory, and ConEdison Solutions specifically disclaims any warranty of merchantability or fitness for a particular purpose. 


 

	8.	TERMINATION OF AGREEMENT BY CUSTOMER. Customer may rescind this Agreement to purchase electricity from ConEdison Solutions without charge or penalty by
contacting Us at the toll-free number listed below prior to midnight on the third day following Your receipt of a written confirmation of this Agreement, including these Terms of Service. You may terminate this Agreement, in whole or as relating to
any single account that is included in this Agreement, by providing thirty (30) days advance written notice to ConEdison Solutions setting forth the reasons for such termination. You shall remain responsible for payment of all outstanding
charges for electricity delivered and service rendered prior to the effective date of termination of this Agreement. 

  

	9.	TERMINATION BY CON EDISON SOLUTIONS. ConEdison Solutions reserves the right to terminate service under this Agreement (i) for non-payment;
(ii) if Your LDC is unable to read Your meter for three (3) months in a row; or (iii) upon any other material default of any of Your obligations under this Agreement, provided such default is not cured within forty five (45) days
after You receive written notice from Us. We will notify both You and Your LDC of such action at least fifteen (15) days prior to the effective date of termination and, unless You choose another supplier, Your electricity will be provided by
Your LDC under its standard tariff. 

  

	10.	EXPIRATION OF AGREEMENT. This Agreement expires on the date of Your February 2012 meter reading. 

  

	11.	CONTACT INFORMATION. In the event of an electric-related emergency such as a power outage, You should call your LDC at its emergency phone number: NSTAR:
1-800-592-2000; National Grid: 1-800-322-3223; WMECO: 1-800-286-2000; Fitchburg: 1-800-582-7276. To contact ConEdison Solutions, please call 1-800-316-8011. The phone number for the Massachusetts Department of Public Utilities is 1-617-305-3531.


  

	12.	ENVIRONMENTAL INFORMATION DISCLOSURE. Information on air emissions and fuel mix is available at www.conedsolutions.com/contentlabels.


  

	13.	GENERAL PROVISIONS. We will keep confidential any information pertaining to You which You provide, except as required by law. The terms and conditions of
this Agreement shall extend to and be binding upon the respective successors and permitted assigns of the parties; provided, however, that You may not assign this Agreement without Our prior written consent, which consent shall not be unreasonably
withheld, and any purported assignment without such consent shall be void. This Agreement sets forth the entire agreement between the parties respecting this subject matter, and all prior agreements, understandings, and representations, whether oral
or written, are merged in this Agreement. No modification or amendment of this Agreement shall be binding on either party unless in writing and signed by authorized representatives of both parties. Any notice under this Agreement shall be in writing
by one of the following methods of delivery: (a) personal delivery (b) registered or certified mail or (c) prepaid nationally recognized overnight courier and shall be effective on the date received by the addressee. No waiver of any
right under this Agreement shall be effective unless it is in writing and signed by an authorized representative of the party granting such waiver and no such waiver or failure to enforce a term or provision of this Agreement on any occasion shall
be construed as a waiver of the same or any other term or condition on any other occasion. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without recourse to such state’s
choice of law rules. The parties acknowledge and agree that this Agreement is a “forward contract” and that they are “forward contract merchants” within the meaning of the United States Bankruptcy Code. This Agreement is subject
to all valid and applicable legislation and to all present and future orders, rules, and regulations of authorities having jurisdiction and both parties agree to comply with all such applicable laws, orders, rules and regulations. In the event that
changes in any such laws, orders, rules or regulations has the effect of increasing Our cost of electricity, We will advise You of such change and reserve the right to adjust the prices set forth herein to pass through such cost increases.









 Contract Addendum 1 for Sensata Technologies / Engineered Materials Solutions

 Contract # 139989 
 (LDC/TDSP Meter Reading Date for February 2010 to Meter Reading Date for February 2012) 
  

									
	Product Information
					
	 LDC/TDSP
	  	 Product Type
	  	 Product Item
	  	Per kWh	  	kWh
	 MECO
	  	Index off LBMP	  	LMP Adder	  	0.02399	  	86,273,612
	
	Billing Address
	
	
	Service Information
				
	 LDC/TDSP NO
	  	 Service Name
	  	 Service Address
	  	Meter Type
	 2805356023
	  	ATTL	  		  	HEP








 Schedule 1(c) 







 

 
 February     , 2010 
 Mr. Jeffrey Bergman 
 Sensata Technologies,
Inc. 
 529 Pleasant Street 
 Attleboro,
MA 02703 
  

	 	Re:	Pepco Cost Sharing Agreement 

 Dear
Mr. Bergman: 
 Reference is made to (i) that certain Letter Agreement (the “2008 Letter Agreement”),
dated as of April 17, 2008, between Sensata Technologies, Inc. (“Sensata”) and EMS Engineered Materials Solutions, LLC (“EMS”), and (ii) that certain Master Electric Sales Agreement (the “Master
Electric Agreement”), effective as of May 1, 2008, among Sensata, EMS and Pepco Energy Services, Inc. (“Pepco”). 
 Pursuant to the Master Electric Agreement, EMS and Sensata are jointly and severally liable to Pepco for the costs associated with Pepco’s provision of electric energy to the former Texas Instruments
Attleboro Campus using the transmission system of National Grid (“National Grid”). In addition, under the terms of the Letter Agreement, EMS agreed to be responsible for approximately 60% of the fees subject to actual meter readings
due to Pepco and National Grid in connection with transmission and distribution services and energy charges, and Sensata agreed to be responsible for approximately 40% of the fees subject to actual meter readings due to Pepco and National Grid in
connection with transmission and distribution services and energy charges. 
 As you are aware, Pepco has sent correspondence to
EMS and Sensata alleging a default under the Master Electric Agreement and claiming damages for material change in usage of up to approximately $617,820 (the “Pepco Claim”). The purpose of this letter is to affirm EMS’ and
Sensata’s mutual interest in and commitment to jointly defending themselves against the Pepco Claim, and to document the agreement between EMS and Sensata regarding the fees, expenses and other costs that may be incurred in connection
therewith. 
 As you are also aware, Pepco drew down on both EMS’ $700,000 letter of credit and Sensata’s $500,000
letter of credit. Pepco has applied a portion of those draws to electricity usage fees for the months of November and December 2009 and a portion of those draws to offset the Pepco Claim. 







 In the interest of settling this and other issues with EMS, EMS and Sensata hereby agree
that any and all legal and other fees, expenses and other costs associated with defending against and resolving the Pepco Claim, including, without limitation, any judgment or settlement as a result thereof (collectively, the
“Fees”), shall be divided between EMS and Sensata as follows: EMS shall pay seventy percent (70%) of all such Fees, and Sensata shall pay thirty percent (30%) of all such Fees. For the purpose of clarity, Nixon Peabody has
been retained to jointly represent both Sensata and EMS in connection with this matter. The parties agree that Nixon Peabody’s legal fees associated with this matter shall be considered part of the Fee; provided, however, if the parties are
unable to agree on a common legal approach, each party shall have the right to engage separate counsel, and will be responsible for paying for legal fees for such separate counsel. To the extent any Fee is paid for in its entirety by EMS or Sensata,
as the case may be, the non-paying party shall remit its share of such Fee to the paying party promptly following the non-paying party’s receipt of a written request therefor, together with such substantiating documentation as the non-paying
party shall reasonably request. 
 In recognition of EMS’ and Sensata’s mutual interest in defending against the Pepco
Claim, EMS and Sensata understand, acknowledge and agree that they shall not bring any claim, action, lawsuit or legal or equitable proceeding of any kind against each other based on, encompassed in or related in any way to the Pepco Claim, the 2008
Letter Agreement or the Master Electric Agreement, and further covenant and agree that they will not encourage, cooperate with or in any way participate in or facilitate such a claim, action, lawsuit or legal proceeding by any third party except as
required by law or properly issued subpoena. 
 Unless otherwise terminated by the material breach of EMS or Sensata, this
letter agreement shall remain in effect until the mutual agreement in writing by EMS and Sensata to terminate it. Any amendment to the terms of this letter agreement must be in writing signed by EMS and Sensata. This letter agreement shall be
governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law principles. This letter agreement contains the entire understanding among the parties hereto with respect to the
subject matter hereof, and supersedes any and all other prior agreements, understandings, discussions, negotiations whether written or oral among the parties, including but not limited to the 2008 Letter Agreement. 
 If the terms of this letter agreement are acceptable, please sign and date both enclosed copies of this letter agreement and return one
fully executed copy to the undersigned. 
  

			
	Very truly yours,
	
	EMS Engineered Materials Solutions, LLC
		
	By:	 	 /s/ Paul Duffy

		 	Paul Duffy
		 	Chief Operating Officer









 Acknowledged and agreed to 
 this 4 day of February, 2010: 
  

			
	Sensata Technologies, Inc.
		
	By:	 	 /s/ Jeff Cote

		 	Name: Jeff Cote
		 	Title: CFO








 Schedule 1(d) 







 Sensata Asset 
  

													
	 CC
	 	 CC Desc
	 	 Acct
	 	 Asset-Desc
	 	 Tag Number
	 	 Disposition
	 	 Comments / Follow-on Actions

	2020	 	ECS Cleaning	 	1630	 	5182-ELECTROLYTIC	 	5000056000	 	Abandon	 	
	2020	 	ECS Cleaning	 	1630	 	5184-PICKLE AND S	 	5000056100	 	Abandon	 	
	2020	 	ECS Cleaning	 	1630	 	5185-COIL TO COIL DEGREASER	 	5000056200???	 	Abandon	 	Abandoned to EMS 7/09
	2020	 	ECS Cleaning	 	1630	 	5590-BARON BLAKES	 	5000056300	 	Abandon	 	
	2030	 	ECS Bonding	 	1630	 	5186-FENN BONDING	 	5000056400	 	Abandon	 	Abandon in exchange for Schedule 1(e) list.
	2030	 	ECS Bonding	 	1630	 	5188-N5H BONDING	 	5000056500	 	Retain	 	Remains in Umicore footprint
	2030	 	ECS Bonding	 	1630	 	5190-#5 TOPLAY BO	 	5000056600	 	Retain and remove	 	Remove from B-3
	2030	 	ECS Bonding	 	1630	 	5191-TOPLAY FINIS	 	5000056700	 	Retain and remove	 	Remove from B-3
	2040	 	ECS Annealing	 	1630	 	5193-#5 AND #6 AN	 	5000056800	 	Abandon	 	
	2040	 	ECS Annealing	 	1630	 	5194-#3 AND #4 AN	 	5000056900	 	Abandon	 	
	2050	 	ECS Rolling	 	1630	 	5196-RUESCH #1 RO	 	5000057000	 	Retain and remove	 	Checon Removed 1/14/10
	2060	 	ECS Flattening	 	1630	 	5197-POWER FLATTE	 	5000057500	 	Retain and remove	 	Remove from B-3
	2060	 	ECS Flattening	 	1630	 	5198-NCI 5787 PLATFORM	 	5000057200???	 	Abandon	 	In-floor scale
	2060	 	ECS Flattening	 	1630	 	5199-RSL - F LINE	 	5000057300	 	Retain	 	Remains in Umicore footprint
	2060	 	ECS Flattening	 	1630	 	5200-RSL - G LINE	 	5000057400	 	Abandon	 	
	2070	 	ECS Slitting	 	1630	 	5204-SLITTING LINE #22	 	5000057100	 	Retain	 	Move into Umicore footprint
	2070	 	ECS Slitting	 	1630	 	5205-SLITTING LINE #23	 	5000057600	 	Retain and remove	 	Remove from B-3
	2080	 	ECS Fancy Wire	 	1630	 	5207-FANCY WIRE MILL #3	 	5000057700	 	Abandon	 	
	2080	 	ECS Fancy Wire	 	1630	 	5208-PULL THRU FL	 	5000057800	 	Abandon	 	
	2080	 	ECS Fancy Wire	 	1630	 	5215-V-SLIT LINE	 	5000057900	 	Retain	 	Remains in Umicore footprint
	2110	 	ECS Stamping	 	1630	 	5222-TABER TELEDYNE 5T	 	5000058000???	 	Abandon	 	Do not believe this was ever in B-3 since 5/11/09
	2110	 	ECS Stamping	 	1630	 	5223-BRUDERER MOD	 	5000058100	 	Retain and remove	 	Bruderer #7 - Remove from B-3
	2110	 	ECS Stamping	 	1630	 	5224-BRUDERER MOD	 	5000058200	 	Retain and remove	 	Bruderer #6 - Remove from B-3
	2110	 	ECS Stamping	 	1630	 	5225-BRUDERER MOD	 	5000058300	 	Retain and remove	 	Bruderer #5 - Checon removed 3Q09
	2110	 	ECS Stamping	 	1630	 	5226-BRUDERER MOD	 	5000058400	 	Retain	 	Coin Press #1 - Remains in Umicore footprint
	2110	 	ECS Stamping	 	1630	 	5227-BRUDERER MOD	 	5000058500	 	Retain and remove	 	Stamp Press #1 - Remove from B-3
	2110	 	ECS Stamping	 	1630	 	5228-MINSTER MODE	 	5000058600	 	Abandon	 	Stamp Press #2
	2110	 	ECS Stamping	 	1630	 	5229-MINSTER MODE	 	5000058700	 	Abandon	 	Stamp Press #3
	2110	 	ECS Stamping	 	1630	 	5230-V&O 60ST-28	 	5000058800	 	Abandon	 	Stamp Press #4
	2110	 	ECS Stamping	 	1630	 	5231-BRUDERER MOD	 	5000058900	 	Retain	 	Coin Press #4 - Remains in Umicore footprint
	2110	 	ECS Stamping	 	1630	 	5232-BRUDERER MOD	 	5000059000	 	Retain	 	Coin Press #3 - Remains in Umicore footprint
	2110	 	ECS Stamping	 	1630	 	5233-TORIT DOWN-FLO MOD	 	5000058000	 	Retain	 	Attached to Grinder in Roll Grinding Room
	2110	 	ECS Stamping	 	1630	 	5234-STANLEY DIE STORAGE	 	5000059200	 	Retain and remove	 	Remove from B-3
	2120	 	ECS Buttons	 	1630	 	5235-PERKINS 5-C	 	5000059300	 	Retain	 	Remains in Umicore footprint
	2120	 	ECS Buttons	 	1630	 	5236-PERKINS 5-C	 	5000059400	 	Retain	 	Remains in Umicore footprint
	2120	 	ECS Buttons	 	1630	 	5237-PERKINS 5-C	 	5000059500	 	Retain	 	Remains in Umicore footprint
	2120	 	ECS Buttons	 	1630	 	5238-PERKINS 5-C	 	5000059600	 	Retain	 	Remains in Umicore footprint
	2120	 	ECS Buttons	 	1630	 	5239-PERKINS 5-C	 	5000059700	 	Retain	 	Remains in Umicore footprint
	2120	 	ECS Buttons	 	1630	 	5240-PERKINS 5-C	 	5000059800	 	Retain	 	Remains in Umicore footprint
	2120	 	ECS Buttons	 	1630	 	5241-PERKINS 5-C	 	5000059900	 	Retain and remove	 	Remove from B-3
	2120	 	ECS Buttons	 	1630	 	5593-PERKINS 5-C	 	5000060000	 	Retain and remove	 	Remove from B-3
	2120	 	ECS Buttons	 	1630	 	5594-PERKINS 5-C	 	5000060100	 	Retain and remove	 	Remove from B-3
	2130	 	ECS Tumbling	 	1630	 	5242-MISC DEGREASING EQUIP	 	5000060200	 	Retain	 	Move into Umicore footprint
	2130	 	ECS Tumbling	 	1630	 	5244-3 ESBEC PART	 	5000061300	 	Retain	 	Tumbler Barrels - Move into Umicore footprint
	2130	 	ECS Tumbling	 	1630	 	5245-TILTING PART	 	5000061400	 	Retain	 	Move into Umicore footprint
	2130	 	ECS Tumbling	 	1630	 	5246-CHAIN HOIST	 	5000061500	 	Retain	 	Move into Umicore footprint

 
 Sensata
Asset 
  

													
	 CC
	 	 CC Desc
	 	 Acct
	 	 Asset-Desc
	 	 Tag Number
	 	 Disposition
	 	 Comments / Follow-on Actions

	2130	 	ECS Tumbling	 	1630	 	5247-PERO VAPOR D	 	5000061600	 	Retain	 	Move into Umicore footprint
	2150	 	ECS Modline	 	1630	 	5253-MOD-LINE 12	 	5000060700	 	Retain and remove	 	ATC Line - Remove from B-3
	2150	 	ECS Modline	 	1630	 	5254-MOD-LINE 13	 	5000060800	 	Retain and remove	 	ATC Line - Remove from B-3
	2150	 	ECS Modline	 	1630	 	5255-ATC DUAL HEA	 	5000060900	 	Retain and remove	 	ATC Line - Remove from B-3
	2150	 	ECS Modline	 	1630	 	5256-MOD-LINE 15	 	5000061000	 	Retain and remove	 	Mod Line - Remove from B-3
	2150	 	ECS Modline	 	1630	 	5257-SINGLE HEAD	 	5000061100	 	Retain and remove	 	Mod Line - Remove from B-3
	2150	 	ECS Modline	 	1630	 	5258-MOD-LINE 14	 	5000061200	 	Retain and remove	 	Mod Line - Remove from B-3
							
		 	Total Value	 		 		 		 		 	
		 		 		 	Power Flattner Roll Sets	 	not tagged	 	Retain and remove	 	Aquired December 2009 PO 50183065, item 1 - To be removed
		 		 		 	Ruesch #1 roll sets (21 total sets)	 	not tagged	 	Retain and remove	 	Aquired December 2009 PO 50183065, item 2 (Checon Removed 1/14/10)
		 		 		 	Ruesch #4 welder	 	not tagged	 	Retain and remove	 	Aquired December 2009 PO 50183065, item 3 (Checon Removed 1/14/10)
		 		 		 	Terminal Skive Press with all associated tooling	 	5000059100	 	Retain and remove	 	Aquired December 2009 PO 50183065, item 4 - To be Removed








 Schedule 1(e) 
  

					
	 Reference Area
	  	 Tooling to be provided
	  	Qty
			
	ATC Line	  	Brush / skive unit with vacuum	  	1
		  	Schreiber model 200WC heat exchanger	  	1
		  	Gauges for SPC / Inspection Tools	  	All
		  	Spare parts (any available)	  	All
			
	Mod Line	  	Inspection Tools	  	
			
	N5H Bonder	  	Rolls	  	All
		  	Additional brush	  	1
			
	V-Slitter	  	V-Slit Tooling to support	  	All
		  	Conventional Head	  	1
		  	Conventional Tooling	  	All
		  	V-Slit tooling	  	All
			
	Slitter #22	  	Knives & Spacers to support (see Slit Tool Inventory below)	  	
			
	Vapor Degreaser	  	Baskets	  	All
			
	Tumblers (3)	  	Baskets	  	All
			
	Trim Press # 1 - # 9	  	Associated work station tools (per trim press)	  	All
			
	Coining Press # 1, 3, 4	  	Welder	  	
		  	In-Line Flattener	  	
		  	Associated work station tools (incl. vernier, micrometers)	  	
			
	Stamp Press # 1 - # 4	  	Flattener	  	2
		  	Tool Boxes & Tools / supplies in drawers	  	
		  	Associated work station tools (incl. vernier, micrometers)	  	
			
	RSL F	  	Steel Flange Plates	  	All
		  	Free Standing Take Up Reel (for paper interleaf)	  	1
		  	Welder (we presume this is part of the RSL asset)	  	
		  	Rolls	  	12
		  	Supplies & Consumables (cardboard, sleeves, etc)	  	All
		  	Miscellaneous tools on the RSL equipment (wrenches, etc.)	  	All
		  	Mandrills (believe there is a small, med, and large)	  	3









					
	 Reference Area
	  	 Tooling to be provided
	  	Qty
			
	Parts Cleaning	  	Rust Veto Tank	  	1
		  	Dryers	  	4
		  	Strapping Table	  	1
			
	Coin & Trim Area Equipment	  	Bags for degreasing contacts	  	24
		  	Oil Tanks	  	
		  	Parts Carts	  	12
		  	Microscope	  	2
		  	Reel Truck (Coil Carrier)	  	1
		  	Reel Storage Rack (Horse)	  	1
		  	Coil Rotation Carousel (Cart / stand)	  	1
		  	Scrap Rack Carts	  	8
		  	Scrap Bins	  	24
		  	Consumables (misc)	  	All
			
	QC Inspection Area	  	Microscope	  	1
		  	Dial Indicator and pedal	  	1
		  	Weight scale and granite table	  	1
		  	Toolmakers Microscope (incl 2 electronic boxes)	  	1
		  	Verniers	  	2
		  	Centering Blocks	  	5
		  	Oven (Thermolyne 1500 Furnace) & ceramic dishes	  	1
			
	Joe Bernardo’s Office	  	Unitron Microscope (6646)	  	1
		  	Dial Indicator & Dial Indicator pointers	  	1
		  	Microscope	  	1
		  	Micrometers	  	2
			
	 Coin Press #2
 (same terms as TPA for other coin presses)
	  	 Welder
 In-Line Flattener

 Associated work station tools (incl. vernier, micrometers)
	  	
			
	Tape Area Equipment	  	Irons	  	3
		  	Vacuum Cleaners	  	2
		  	Scales	  	4
		  	Form Rolls	  	60
		  	Bag Sealer / Table	  	3
		  	Jack Trucks	  	2
		  	Steel plates (various diameters)	  	All
		  	Staple Machine	  	1
		  	Work Benches	  	7
		  	Microscopes	  	3
		  	Twist Tie Machine	  	1
		  	Table Carts	  	3
			
		  	Consumables (cardboard and plastic spools and reels)	  	All
		  	Remaining form rolls not part of above qty	  	All









																	
		 	Other	  	Slitter Tool Cabinets	  		  		  	1
	
	SLIT TOOLING INVENTORY
									
	 MACH
	 	 CUTTERS
	  	 SET
	  	 Qty
	  	 SPACERS
	  	 Qty
	  	 RINGS
	  	 Qty
	  	 NOTES

	22	 	0.078	  		  	77	  	0.079	  	27	  	0.079	  	36	  	ARBOR DIA:
		 	0.096	  	1	  	53	  	0.097	  	27	  	0.095	  	26	  	3.250
		 	0.096	  	2	  	40	  		  		  		  		  	
		 	0.107	  		  	23	  	0.108	  	29	  	0.106	  	27	  	CUTTER OD:
		 	0.122	  		  	27	  	0.123	  	28	  	0.121	  	27	  	6.250 - 7.000
		 	0.124	  		  	24	  	0.125	  	31	  	0.123	  	28	  	
		 	0.131	  		  	22	  	0.132	  	21	  		  		  	COLLAR OD:
		 	0.139	  		  	32	  	0.140	  	36	  	0.138	  	29	  	5.000
		 	0.144	  		  	37	  	0.145	  	19	  	0.143	  	26	  	
		 	0.155	  		  	36	  		  		  		  		  	RINGS OD:
		 	0.176	  		  	20	  	0.177	  	19	  	0.175	  	19	  	6.200 7.250
		 	0.181	  	1	  	26	  		  		  		  		  	
		 	0.203	  	1	  	20	  		  		  		  		  	
		 	0.234	  		  	16	  	0.240	  	9	  		  		  	
	
	MATCHED Sets for below items
									
		 	0.170	  		  	25	  		  		  		  		  	
		 	0.186	  		  	27	  		  		  		  		  	
		 	0.217	  		  	26	  		  		  		  		  	
		 	0.233	  		  	21	  		  		  		  		  	
		 	0.249	  		  	20	  		  		  		  		  	
		 	0.280	  		  	18	  		  		  		  		  	
		 	0.311	  		  	16	  		  		  		  		  	
		 	0.342	  		  	16	  		  		  		  		  	
		 	0.358	  		  	15	  		  		  		  		  	
		 	0.374	  		  	14	  		  		  		  		  	
		 	0.467	  		  	14	  		  		  		  		  	
		 	0.405	  		  	13	  		  		  		  		  	
		 	0.420	  		  	12	  		  		  		  		  	
		 	0.436	  		  	13	  		  		  		  		  	
		 	0.530	  		  	12	  		  		  		  		  	
		 	0.624	  		  	13	  		  		  		  		  	
		 	0.561	  		  	12	  		  		  		  		  	

  

	
	EMS will provide any equipment manuals and PM procedure documents that exist for equipment purchased by Sensata and to be removed by Sensata at the end of the TPA extension period.