Exhibit 10.28 EMPLOYMENT AGREEMENT AGREEMENT, dated as of January 30, 2002, by and between Acterna Corporation or an affiliate ("Company"), and John Ratliff ("Employee"). WHEREAS, Employee has been employed in a critical managerial position with...Employment Agreement • July 29th, 2003 • Acterna Corp • Instruments for meas & testing of electricity & elec signals • Maryland
PURCHASE AGREEMENT by and among Thermo BioAnalysis Corporation, Thermo BioAnalysis Limited, Thermo BioAnalysis (Guernsey) Limited, Thermo BioAnalysis SA, DLW Inc. and BioAnalysis International Sales Inc. (as Buyers), Thermo Instrument Systems Inc. (as...Purchase Agreement • February 15th, 1996 • Dynatech Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
ANDAsset Purchase Agreement • April 7th, 1997 • Dynatech Corp • Instruments for meas & testing of electricity & elec signals • New York
EXHIBIT 10.18 CONFORMED COPY -------------- FIRST ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • August 7th, 1998 • Dynatech Corp • Instruments for meas & testing of electricity & elec signals • New York
EXHIBIT 10.4 INDEMNIFICATION AGREEMENT ------------------------- INDEMNIFICATION AGREEMENT, dated as of May 23, 2000 (the "Agreement"), by and among Dynatech Corporation, a Delaware corporation (the "Company"), Dynatech LLC, a Delaware limited...Indemnification Agreement • June 29th, 2000 • Dynatech Corp • Instruments for meas & testing of electricity & elec signals • New York
SECOND AMENDMENT, dated as of December 27, 2001 (this "Amendment"), --------- to the Credit Agreement, dated as of May 23, 2000 (as amended, supplemented or otherwise modified, the "Credit Agreement"), among Acterna LLC (f/k/a Dynatech...Credit Agreement • January 16th, 2002 • Acterna Corp • Instruments for meas & testing of electricity & elec signals • New York
THIRD AMENDMENTActerna Corp • November 14th, 2002 • Instruments for meas & testing of electricity & elec signals • New York
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF THE BUYER................... 28 3.1 ORGANIZATION.................................................. 28 3.2 AUTHORIZATION OF TRANSACTION.................................. 28 3.3...Asset Purchase Agreement • January 14th, 1997 • Dynatech Corp • Instruments for meas & testing of electricity & elec signals • Delaware
EXHIBIT 10.2 CONFORMED COPY -------------- AGREEMENT AND PLAN OF MERGER OF TELECOMMUNICATIONS TECHNIQUES CO., LLC AND TTC REORG CORPORATIONAgreement and Plan of Merger • August 7th, 1998 • Dynatech Corp • Instruments for meas & testing of electricity & elec signals
Exhibit 10.20 PURCHASE AGREEMENT SUPPLEMENT Reference is made to the Purchase Agreement dated May 14, 1998 (the "Purchase Agreement"), among Dynatech Corporation ("Dynatech"), TTC Merger Co. LLC ("TTC Merger Co"), and Credit Suisse First Boston...Purchase Agreement • August 7th, 1998 • Dynatech Corp • Instruments for meas & testing of electricity & elec signals
3.1. Registration on Request 4 (a) Requests 4 (b) Obligation to Effect Registration 5 (c) Registration Statement Form 5 (d) Expenses6 (e) Inclusion of Other Securities 6 (f) Effective Registration Statement 6 (g) Pro Rata Allocation 7 3.2. Incidental...Registration Rights Agreement • August 7th, 1998 • Dynatech Corp • Instruments for meas & testing of electricity & elec signals • New York
This AMENDED AND RESTATED CONSULTING AGREEMENT, dated as of January 1, 2001 (the "Agreement"), by and among Acterna Corporation (formerly named Dynatech --------- Corporation), a Delaware corporation (formerly incorporated in Massachusetts) (the...Consulting Agreement • June 29th, 2001 • Acterna Corp • Instruments for meas & testing of electricity & elec signals • New York
ARTICLE 2 NOTE FORMS ---------- Section 201. Forms Generally 46 Section 202. Form of Trustee's Certificate of Authentication 48 Section 203. Restrictive and Global Note Legends 49 i ARTICLE 3 THE NOTES ---------Dynatech Corp • August 7th, 1998 • Instruments for meas & testing of electricity & elec signals • New York
May 14, 1998 Credit Suisse First Boston Corporation J.P. Morgan Securities Inc. c/o Credit Suisse First Boston Corporation Eleven Madison Avenue, New York, N.Y. 10010-3629 Dear Sirs: 1. Introductory. Dynatech Corporation, a Massachusetts corporation...Purchase Agreement • August 7th, 1998 • Dynatech Corp • Instruments for meas & testing of electricity & elec signals • New York
amongAgreement and Plan of Merger • September 14th, 1999 • Dynatech Corp • Instruments for meas & testing of electricity & elec signals • Delaware
75,000,000 Principal Amount of 12% Senior Secured Convertible Notes Due 2007 of Acterna LLCInvestment Agreement • January 16th, 2002 • Acterna Corp • Instruments for meas & testing of electricity & elec signals • New York
FORM OF NOTE]Acterna Corp • November 14th, 2002 • Instruments for meas & testing of electricity & elec signals • New York
TOIndenture • February 14th, 2001 • Acterna Corp • Instruments for meas & testing of electricity & elec signals • New York
INTERCREDITOR AGREEMENT, dated as of December 27, 2001, among (i) JPMorgan Chase Bank (as successor by merger to Morgan Guaranty Trust Company of New York), as Administrative Agent (in such capacity, the "Administrative -------------- Agent", which...Intercreditor Agreement • January 16th, 2002 • Acterna Corp • Instruments for meas & testing of electricity & elec signals • New York
EXHIBIT 10.15 CONFORMED COPY -------------- CONSULTING AGREEMENT --------------------Consulting Agreement • August 7th, 1998 • Dynatech Corp • Instruments for meas & testing of electricity & elec signals • New York
EXHIBIT 10.22 ASSUMPTION AGREEMENTAssumption Agreement • August 7th, 1998 • Dynatech Corp • Instruments for meas & testing of electricity & elec signals • New York
ARTICLE I DEFINITIONS -----------Tax Sharing Agreement • August 7th, 1998 • Dynatech Corp • Instruments for meas & testing of electricity & elec signals • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into as of this 1st day of November, 1998 by and between Dynatech Corporation, a Massachusetts corporation ("Employer"), and John R. Peeler ("Executive").Employment Agreement • February 3rd, 1999 • Dynatech Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
EXHIBIT 10.14 CONFORMED COPY -------------- INDEMNIFICATION AGREEMENT -------------------------Indemnification Agreement • August 7th, 1998 • Dynatech Corp • Instruments for meas & testing of electricity & elec signals • New York
Exhibit 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 31st, 2000 • Dynatech Corp • Instruments for meas & testing of electricity & elec signals • Delaware
FIRST AMENDMENTFirst Amendment • November 14th, 2002 • Acterna Corp • Instruments for meas & testing of electricity & elec signals • New York
made by ACTERNA LLCGuarantee and Collateral Agreement • January 16th, 2002 • Acterna Corp • Instruments for meas & testing of electricity & elec signals • New York
EXHIBIT 10.21 Amendment No. 1 to Shareholder Rights Agreement ----------------------------------------------- This amendment, dated as of December 20, 1997, amends the Shareholder Rights Agreement dated as of February 16, 1989, as amended and restated...Shareholder Rights Agreement • August 7th, 1998 • Dynatech Corp • Instruments for meas & testing of electricity & elec signals
FEE AGREEMENT -------------Fee Agreement • June 29th, 2000 • Dynatech Corp • Instruments for meas & testing of electricity & elec signals • New York
REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • June 25th, 1997 • Dynatech Corp • Instruments for meas & testing of electricity & elec signals
EXHIBIT 10.3 CONFORMED COPY -------------- AGREEMENT AND PLAN OF MERGER OF TTC MERGER CO. LLC AND TELECOMMUNICATIONS TECHNIQUES CO., L.L.C.Dynatech Corp • August 7th, 1998 • Instruments for meas & testing of electricity & elec signals
OFLimited Liability Company Agreement • August 7th, 1998 • Dynatech Corp • Instruments for meas & testing of electricity & elec signals • Delaware
toActerna Corp • February 14th, 2001 • Instruments for meas & testing of electricity & elec signals • New York
EXHIBIT 10.8 NON-DISCLOSURE, NON-COMPETITION, AND NON-SOLICITATION AGREEMENT This AGREEMENT is entered into as of this __ day of May, 1998 by and between Dynatech Corporation, a Massachusetts corporation ("Employer"), and Name of Executive...Non-Solicitation Agreement • April 29th, 1998 • Dynatech Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
1. Background. The Company is a party to an Agreement and Plan of Merger, ---------- dated as of February 14, 2000 (the "Merger Agreement"), with DWW Acquisition ---------------- Corporation, a Delaware corporation ("MergerCo"), and Wavetek Wandel...Piggyback Registration Rights Agreement • June 29th, 2000 • Dynatech Corp • Instruments for meas & testing of electricity & elec signals • New York
