Underwriting AgreementUnderwriting Agreement • November 5th, 2010 • Aeroflex Holding Corp. • Semiconductors & related devices • New York
Aeroflex Holding Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares of common stock, $0.01 par value (the “Stock”), of the Company, and, at the election of the Underwriters, up to additional shares of Stock. The aggregate of shares of Stock to be sold by the Company is herein called the “Firm Shares,” and the aggregate of additional shares of Stock to be sold by the Company is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • November 10th, 2010 • Aeroflex Holding Corp. • Semiconductors & related devices • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 2010 by and between Aeroflex Holding Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
CREDIT AND GUARANTY AGREEMENT dated as of May 9, 2011 among AEROFLEX INCORPORATED, as Borrower, AEROFLEX HOLDING CORP., as a Guarantor, CERTAIN SUBSIDIARIES OF AEROFLEX INCORPORATED, collectively, as Guarantors, VARIOUS LENDERS and JPMORGAN CHASE...Credit and Guaranty Agreement • May 10th, 2011 • Aeroflex Holding Corp. • Semiconductors & related devices • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of May 9, 2011, is entered into by and among AEROFLEX INCORPORATED, a Delaware corporation (“Borrower”), AEROFLEX HOLDING CORP., a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) for the Lenders and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”) for the Lenders.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 29th, 2013 • Aeroflex Holding Corp. • Semiconductors & related devices • New York
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 28th day of August, 2013 by and between Aeroflex Incorporated, a Delaware corporation (together with its successors and assigns permitted hereunder, the “Company”), and Edward S. Wactlar (hereinafter the “Executive” and together with the Company, the “Parties”).
AMENDMENT No. 2, dated as of May 29, 2013 (this “Amendment”), to the Credit and Guaranty Agreement dated as of May 9, 2011, as amended May 24, 2012 pursuant to Amendment No. 1 (“Amendment No.1”), among AEROFLEX INCORPORATED, a Delaware corporation...Credit and Guaranty Agreement • May 30th, 2013 • Aeroflex Holding Corp. • Semiconductors & related devices • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of May 9, 2011 (as amended by Amendment No. 1 on May 24, 2012 and as further amended by Amendment No. 2 on May 29, 2013), is entered into by and among AEROFLEX INCORPORATED, a Delaware corporation (“Borrower”), AEROFLEX HOLDING CORP., a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) for the Lenders and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”) for the Lenders.
AMENDMENT NO. 1 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • May 20th, 2014 • Aeroflex Holding Corp. • Semiconductors & related devices
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this "Amendment") made effective as of the 19th day of May 2014 by and between AEROFLEX INCORPORATED, a Delaware corporation (hereinafter the "Company") and ANDREW F. KAMINSKY (hereinafter the "Executive" and together with the Company, the "Parties").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 2010 • Aeroflex Holding Corp. • Semiconductors & related devices • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 15, 2007 by and among AX Holding Corp., a Delaware corporation (the “Company”) and VGG Holding LLC, a Delaware limited liability company (“VGG Holding”) and each additional or substituted holder of Common Stock of the Company after the date hereof and executing a joinder to this Agreement in the form attached hereto as Exhibit A in accordance with Sections 11(g) or 11(r), collectively, the “Other Holders”; the Other Holders and VGG Holding collectively are referred to herein as the “Holders” and each a “Holder”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2014 • Aeroflex Holding Corp. • Semiconductors & related devices • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 6th day of February 2014 (the “Effective Date”) by and between Aeroflex Incorporated, a Delaware corporation, with its principal office located at 35 South Service Road, Plainview, NY 11803 (together with its successors and assigns permitted hereunder, “Aeroflex”), John E. Buyko, who resides at 28 Beaumont Drive, Dix Hills, New York 11747 (hereinafter “Buyko” and together with Aeroflex, the “Parties”).
FORM OF DIRECTOR DESIGNATION AGREEMENTForm of Director Designation Agreement • November 10th, 2010 • Aeroflex Holding Corp. • Semiconductors & related devices • Delaware
DIRECTOR DESIGNATION AGREEMENT, dated as of November [ ], 2010 (this “Agreement”), between Aeroflex Holding Corp., a Delaware corporation (the “Company”), and VGG Holding LLC, a Delaware limited liability company (“VGG”).
Amendment No. 2 to the Amended and Restated Limited Liability Company Operating Agreement of VGG HOLDING LLCAeroflex Holding Corp. • November 5th, 2010 • Semiconductors & related devices
This Amendment No. 2 (this “Amendment”) to the Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC, a Delaware limited liability company (the “Company”), is entered into and shall be effective as of September 21, 2007, by and among the Company, TCW/Crescent Mezzanine Partners IV, L.P., a Delaware limited partnership, TCW/Crescent Mezzanine Partners IVB, L.P., a Delaware limited partnership, MAC Equity Holdings, LLC, a Delaware limited liability company and Newstone Capital Partners, L.P., a Delaware limited partnership (collectively, the “Transferees”).
Form of Amendment No. 7 to, and Consent under, the Amended and Restated Limited Liability Company Operating Agreement of VGG HOLDING LLCAeroflex Holding Corp. • November 10th, 2010 • Semiconductors & related devices
This Amendment No. 7 to, and Consent under (this “Amendment and Consent”), the Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC, a Delaware limited liability company (the “Company”), is entered into and shall be effective as of [ ], 2010, by and among the Company, the Class A Members of the Company listed on the signature pages hereof and the Persons listed as Additional Class B-1 Members on the signature pages hereof (the “Newly Admitted Members”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2014 • Aeroflex Holding Corp. • Semiconductors & related devices • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 6th day of February, 2014 (the “Effective Date”) by and between Aeroflex Incorporated, a Delaware corporation, with its principal office located at 35 South Service Road, Plainview, NY 11803 (together with its successors and assigns permitted hereunder, “Aeroflex”), and Leonard Borow, who resides at 7582 Isla Verde Way, Delray Beach, Florida 33446 (hereinafter “Borow” and together with Aeroflex, the “Parties”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 15th, 2014 • Aeroflex Holding Corp. • Semiconductors & related devices • Delaware
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment No. 1”), dated as of August 15, 2014, by and among Aeroflex Holding Corp., a Delaware corporation (the “Company”), Cobham plc, a public limited company organized under the laws of England and Wales (“Parent”), and Army Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), amends that certain Agreement and Plan of Merger, dated as of May 19, 2014, by and among the Company, Parent and Merger Sub (the “Merger Agreement”).
Amendment No. 4 to the Amended and Restated Limited Liability Company Operating Agreement of VGG HOLDING LLCAeroflex Holding Corp. • November 5th, 2010 • Semiconductors & related devices
This Amendment No. 4 (this “Amendment”) to the Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC, a Delaware limited liability company (the “Company”), is entered into and shall be effective as of November 30, 2007, by and among the Company, Golden Gate Capital Investment Fund II, L.P., Golden Gate Capital Investment Annex Fund II, L.P., Golden Gate Capital Investment Fund II (AI), L.P., Golden Gate Capital Investment Annex Fund II (AI), L.P., Golden Gate Capital Associates II-QP, LLC, Golden Gate Capital Associates II-AI, LLC, CCG AV, LLC-Series A, CCG AV, LLC-Series C, CCG AV, LLC-Series I (collectively, the “Original Golden Gate Members”), and CCG AV, LLC-Series E, a Delaware limited liability company and an Affiliate of Original Golden Gate Members (the “Newly Admitted Member”).
FORM OF AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2010 • Aeroflex Holding Corp. • Semiconductors & related devices
AMENDMENT NO. 2 TO THE EMPLOYMENT AGREEMENT (this “Amendment”) made as of the day of November 2010 by and between AEROFLEX INCORPORATED, a Delaware corporation (hereinafter “Aeroflex” or the “Company”) and LEONARD BOROW (hereinafter “Borow” or the “Executive “and together with the Company, the “Parties”).
Amendment No. 5 to the Amended and Restated Limited Liability Company Operating Agreement of VGG HOLDING LLCAeroflex Holding Corp. • November 5th, 2010 • Semiconductors & related devices
This Amendment No. 5 (this “Amendment”) to the Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC, a Delaware limited liability company (the “Company”), is entered into and shall be effective as of March 4, 2009, by and among the Company, the Persons listed as Additional Class A Members on the signature pages hereof (the “Newly Admitted Members”).
SUPPORT AGREEMENTSupport Agreement • May 20th, 2014 • Aeroflex Holding Corp. • Semiconductors & related devices • Delaware
This SUPPORT AGREEMENT (this "Agreement"), dated as of May 19, 2014, by and among Cobham plc, a public limited company organized under the laws of England and Wales ("Parent"), Army Acquisition Corp., a Delaware corporation and an indirect wholly owned Subsidiary of Parent ("Merger Sub"), VGG Holding LLC, a Delaware limited liability company (the "Stockholder"), and each of the Persons listed on Annex I hereto (such Persons listed on Annex I hereto, collectively, the "Significant Holders"). Capitalized terms used but not defined herein have the meanings assigned to them in that certain Agreement and Plan of Merger, dated as of the date of this Agreement (the "Merger Agreement"), by and among Parent, Merger Sub and Aeroflex Holding Corp., a Delaware corporation (the "Company").
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 29th, 2013 • Aeroflex Holding Corp. • Semiconductors & related devices • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 28th day of August, 2013 (the “Effective Date”) by and between Aeroflex Incorporated, a Delaware corporation, with its principal office located at 35 South Service Road, Plainview, NY 11803 (together with its successors and assigns permitted hereunder, “Aeroflex”), and Leonard Borow, who resides at 7582 Isla Verde Way, Delray Beach, Florida 33446 (hereinafter “Borow” and together with Aeroflex, the “Parties”).
AMENDMENT NO. 6 TO EMPLOYMENT AGREEMENTEmployment Agreement • October 3rd, 2012 • Aeroflex Holding Corp. • Semiconductors & related devices
AMENDMENT NO. 6 TO THE EMPLOYMENT AGREEMENT (this “Amendment”) made as of the 28th day of September 2012 by and between AEROFLEX INCORPORATED, a Delaware corporation (hereinafter the “Company”) and JOHN ADAMOVICH, JR. (hereinafter the “Executive” and together with the Company, the “Parties”).
DEALER MANAGERS AGREEMENTDealer Managers Agreement • November 10th, 2010 • Aeroflex Holding Corp. • Semiconductors & related devices • New York
Aeroflex Incorporated, a Delaware corporation (the “Company”), plans to commence a tender offer (the “Tender Offer”) for certain of the Company’s outstanding 11.75% Senior Notes due 2015 (the “Securities”) such that the aggregate amount that the Company would be required to pay for the purchase of the Securities shall not exceed $187,250,000 (which amount is subject to change), upon the terms and subject to the conditions set forth in the tender offer materials (the “Offer Material”) which the Company has caused to be prepared and furnished to you on or prior to the date hereof for use in connection with the Tender Offer, including (a) the offer to purchase dated the date hereof (the “Offer to Purchase”), (b) the letter of transmittal to be used by holders to tender Securities (the “Letter of Transmittal”) and (c) any press releases or newspaper advertisements relating to the Tender Offer. Any other offering materials and information relating to the Tender Offer that the Company or any
AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • May 25th, 2012 • Aeroflex Holding Corp. • Semiconductors & related devices • New York
This AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”), dated as of May 24, 2012, is entered into by and among AEROFLEX INCORPORATED, a Delaware corporation (the “Borrower”), AEROFLEX HOLDING CORP. (“Holdings”), certain Subsidiaries of the Borrower as Guarantors (the “Guarantors”) thereto, the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 29th, 2013 • Aeroflex Holding Corp. • Semiconductors & related devices • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 28th day of August, 2013 (the “Effective Date”) by and between Aeroflex Incorporated, a Delaware corporation, with its principal office located at 35 South Service Road, Plainview, NY 11803 (together with its successors and assigns permitted hereunder, “Aeroflex”), John E. Buyko, who resides at 28 Beaumont Drive, Dix Hills, New York 11747 (hereinafter “Buyko” and together with Aeroflex, the “Parties”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT of VGG HOLDING LLC Dated as of August 15, 2007Limited Liability Company Operating Agreement • November 5th, 2010 • Aeroflex Holding Corp. • Semiconductors & related devices • Delaware
This Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC (the “Company”), a Delaware limited liability company, is made and entered into and shall be effective as of August 15, 2007, by and among The Veritas Capital Fund III, L.P. (the “Veritas Fund”), AX Holding LLC (the “Veritas LLC” and together with the Veritas Fund, “Veritas”), GS Direct, L.L.C (“Goldman”), Golden Gate Capital Investment Fund II, L.P. (“GGC II”), Golden Gate Capital Investment Annex Fund II, L.P. (“GGC Annex II”), Golden Gate Capital Investment Fund II (AI), L.P., Golden Gate Capital Investment Annex Fund II (AI), L.P., Golden Gate Capital Associates II-QP, LLC, Golden Gate Capital Associates II-AI, LLC, CCG AV, LLC-series A, CCG AV, LLC-series C, CCG AV, LLC-series I (collectively, “Golden Gate”, each of Veritas, Goldman and Golden Gate and their respective Permitted Transferees individually an “Investor” and collectively the “Investors”), those employees and non-employee directo
FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • November 10th, 2010 • Aeroflex Holding Corp. • Semiconductors & related devices • New York
THIS FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of November 4, 2010 and is entered into by and among AEROFLEX INCORPORATED, a Delaware corporation (the “Borrower”), AEROFLEX HOLDING CORP. (f/k/a AX Holding Corp.), a Delaware corporation (“Holdings”), GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Administrative Agent (“Administrative Agent”), acting with the consent of the Requisite Lenders and, for purposes of Section III hereof, the GUARANTORS listed on the signature papers hereto, and is made with reference to that certain CREDIT AND GUARANTY AGREEMENT dated as of August 15, 2007 (as amended through the date hereof, the “Credit Agreement”) by and among the Borrower, Holdings, the subsidiaries of the Borrower named therein, the Lenders, the Administrative Agent, Collateral Agent and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving
FORM OF AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2010 • Aeroflex Holding Corp. • Semiconductors & related devices
AMENDMENT NO. 5 TO THE EMPLOYMENT AGREEMENT (this “Amendment”) made as of the day of November 2010 by and between AEROFLEX INCORPORATED, a Delaware corporation (hereinafter the “Company”) and JOHN ADAMOVICH, JR. (hereinafter the “Executive” and together with the Company, the “Parties”).
Aeroflex Holding Corp. Aeroflex IncorporatedAeroflex Holding Corp. • November 10th, 2010 • Semiconductors & related devices • New York
Reference is made to the Advisory Agreement, initially dated as of August 15, 2007, as amended to date (the “Advisory Agreement”), by and among VGG Holding LLC, a Delaware limited liability company, Aeroflex Holding Corp. (formerly known as AX Holding Corp.), a Delaware corporation (“Holding”), Aeroflex Incorporated, a Delaware corporation (“Aeroflex” and, together with Holding, the “Companies” and each, a “Company”), Veritas Capital Fund Management, L.L.C., a Delaware limited liability company (“Veritas”), GGC Administration, LLC, a Delaware limited liability company (“Golden Gate”), and Goldman, Sachs & Co. (“Goldman” and, together with Veritas and Golden Gate, the “Advisors” and each, an “Advisor”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Advisory Agreement.
FORM OF AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2010 • Aeroflex Holding Corp. • Semiconductors & related devices
AMENDMENT NO. 2 TO THE EMPLOYMENT AGREEMENT (this “Amendment”) made as of the day of November 2010 by and between AEROFLEX INCORPORATED, a Delaware corporation (hereinafter “Aeroflex” or the “Company”) and JOHN BUYKO (hereinafter “Buyko” or the “Executive” and together with the Company, the “Parties”).
FORM OF AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2010 • Aeroflex Holding Corp. • Semiconductors & related devices
AMENDMENT NO. 5 TO THE EMPLOYMENT AGREEMENT (this “Amendment”) made as of the th day of November, 2010 by and between AEROFLEX INCORPORATED, a Delaware corporation (hereinafter the “Company”) and CARL CARUSO (hereinafter the “Executive” and together with the Company, the “Parties”).
FORM OF AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2010 • Aeroflex Holding Corp. • Semiconductors & related devices
AMENDMENT NO. 3 TO THE EMPLOYMENT AGREEMENT (this “Amendment”) made as of the th day of November, 2010 by and between AEROFLEX INCORPORATED, a Delaware corporation (hereinafter the “Company”) and CHARLES BADLATO (hereinafter the “Executive” and together with the Company, the “Parties”).
Amendment No. 1 to the Amended and Restated Limited Liability Company Operating Agreement of VGG HOLDING LLCAeroflex Holding Corp. • November 5th, 2010 • Semiconductors & related devices
This Amendment No. 1 (this “Amendment”) to the Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC, a Delaware limited liability company (the “Company”), is entered into and shall be effective as of September 13, 2007, by and among the Company and the Persons listed as Additional Class B Members on the signature pages hereof (the “Newly Admitted Members”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • October 3rd, 2012 • Aeroflex Holding Corp. • Semiconductors & related devices
AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT (this “Amendment”) made as of the 28th day of September 2012 by and between AEROFLEX INCORPORATED, a Delaware corporation (hereinafter the “Company”) and EDWARD S. WACTLAR (hereinafter the “Executive” and together with the Company, the “Parties”).
FIRST AMENDMENT TO SENIOR SUBORDINATED UNSECURED CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • November 10th, 2010 • Aeroflex Holding Corp. • Semiconductors & related devices • New York
THIS FIRST AMENDMENT TO SENIOR SUBORDINATED UNSECURED CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of November 4, 2010 and is entered into by and among AEROFLEX INCORPORATED, a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower, as Guarantors (each a “Guarantor” and collectively, the “Guarantors”) and each of the lenders party hereto (each a “Lender” and collectively, the “Lenders), and is made with reference to that certain SENIOR SUBORDINATED UNSECURED CREDIT AND GUARANTY AGREEMENT dated as of September 21, 2007 (the “Credit Agreement”) by and among the Borrower, the Guarantors, the Lenders, and GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Administrative Agent (“Administrative Agent”). Capitalized terms used but not defined herein shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment.
Amendment No. 6 to the Amended and Restated Limited Liability Company Operating Agreement of VGG HOLDING LLCAeroflex Holding Corp. • November 5th, 2010 • Semiconductors & related devices
This Amendment No. 6 (this “Amendment”) to the Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC, a Delaware limited liability company (the “Company”), is entered into and shall be effective as of August , 2009, by and among the Company, certain Investors of the Company listed on the signature pages hereof and the Persons listed as Additional Class B-1 Members on the signature pages hereof (the “Newly Admitted Members”).
Amendment No. 3 to the Amended and Restated Limited Liability Company Operating Agreement of VGG HOLDING LLCAeroflex Holding Corp. • November 5th, 2010 • Semiconductors & related devices
This Amendment No. 3 (this “Amendment”) to the Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC, a Delaware limited liability company (the “Company”), is entered into and shall be effective as of October 26, 2007, by and among the Company and the Persons listed as Additional Class B Members on the signature pages hereof (the “Newly Admitted Members”).
