HIGH VOLTAGE ENGINEERING CORPORATION and STATE STREET BANK AND TRUST COMPANY, as Trustee ------------------------ FIRST SUPPLEMENTAL INDENTURE Dated as of March 19, 1998 to INDENTURE Dated as of August 8, 1997 by and betweenFirst Supplemental Indenture • May 1st, 1998 • High Voltage Engineering Corp • Electrical industrial apparatus • Massachusetts
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • August 19th, 1997 • High Voltage Engineering Corp • Laboratory apparatus & furniture • Delaware
AGREEMENTShare Purchase Agreement • April 3rd, 2000 • High Voltage Engineering Corp • Electrical industrial apparatus
Exhibit 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 7th, 1999 • High Voltage Engineering Corp • Electrical industrial apparatus • New York
Exhibit 2.2 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 1st, 1998 • High Voltage Engineering Corp • Electrical industrial apparatus • New York
Exhibit 2.1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this "AGREEMENT"), dated as of the second day of June, 1999, is by and among (i) Physical Electronics, Inc., a Delaware corporation ("PHI") and wholly owned subsidiary of High Voltage...Stock Purchase Agreement • September 17th, 1999 • High Voltage Engineering Corp • Electrical industrial apparatus • Massachusetts
andSecond Supplemental Indenture • August 2nd, 2001 • High Voltage Engineering Corp • Electrical industrial apparatus • Massachusetts
INDENTURE Dated as of August 8, 1997 $135,000,000 10 1/2% Senior Notes due 2004Indenture • August 19th, 1997 • High Voltage Engineering Corp • Laboratory apparatus & furniture • Massachusetts
by and among CAROLYN CORPORATION (the Buyer), KATHY BENNER, as trustee of the Michael Benner's Children's Trust, and not individually, and MICHAEL BENNER, individually (the BBI Sellers), the individuals and entities named therein as STEWART WARNER...Stock Purchase Agreement • May 1st, 1998 • High Voltage Engineering Corp • Electrical industrial apparatus • Delaware
1 EXHIBIT 10.1 CREDIT AGREEMENT By and Between HIGH VOLTAGE ENGINEERING CORPORATIONCredit Agreement • August 19th, 1997 • High Voltage Engineering Corp • Laboratory apparatus & furniture • Massachusetts
Exhibit 10.8 HIGH VOLTAGE ENGINEERING CORPORATION EMPLOYMENT AGREEMENT AGREEMENT dated February 24, 1998 between High Voltage Engineering Corporation, a Massachusetts corporation (the "Company"), and Russell L. Shade, Jr., (the "Executive"). 1....Employment Agreement • May 1st, 1998 • High Voltage Engineering Corp • Electrical industrial apparatus • Massachusetts
Exhibit 99.3 EXCHANGE AGENCY AGREEMENT April [___], 1998 State Street Bank and Trust Company Corporate Trust Department Two International Place Boston, MA 02110 Ladies and Gentlemen: On August 8, 1997, High Voltage Engineering Corporation, a...Exchange Agency Agreement • May 1st, 1998 • High Voltage Engineering Corp • Electrical industrial apparatus • Massachusetts
1 EXHIBIT 4.3 NOTES REGISTRATION RIGHTS AGREEMENT Dated as of August 8, 1997Notes Registration Rights Agreement • August 19th, 1997 • High Voltage Engineering Corp • Laboratory apparatus & furniture • New York
1 EXHIBIT 4.3 PREFERRED STOCK REGISTRATION RIGHTS AGREEMENT Dated as of August 8, 1997Preferred Stock Registration Rights Agreement • August 19th, 1997 • High Voltage Engineering Corp • Laboratory apparatus & furniture • New York
Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT Dated as of March 19, 1998 by and among HIGH VOLTAGE ENGINEERING CORPORATION and CIBC OPPENHEIMER CORP., as Initial Purchaser TABLE OF CONTENTSRegistration Rights Agreement • May 1st, 1998 • High Voltage Engineering Corp • Electrical industrial apparatus • New York
as LANDLORD andLease Agreement • August 19th, 1997 • High Voltage Engineering Corp • Laboratory apparatus & furniture • New York
RECITALSFinancing Agreement • August 2nd, 2001 • High Voltage Engineering Corp • Electrical industrial apparatus • New York
Exhibit 99.3 EXCHANGE AGENCY AGREEMENT Boston EquiServe, L.P. 150 Royall Street Canton, Massachusetts 02021 Ladies and Gentlemen: High Voltage Engineering Corporation, a Delaware corporation (the "Company"), intends to make an offer (the "EXCHANGE...Exchange Agency Agreement • October 17th, 1997 • High Voltage Engineering Corp • Electrical industrial apparatus • Massachusetts
as LANDLORD and HIGH VOLTAGE ENGINEERING CORPORATION, a Massachusetts corporation, as TENANTLease Agreement • August 19th, 1997 • High Voltage Engineering Corp • Laboratory apparatus & furniture • New York
LEASE WITH OPTION TO PURCHASE By and Between Raija Olkkola & Joseph Grammel, Co-Trustees of THO Trust and High Voltage Engineering, Inc./Anderson Carbolon Group DivisionLease With Option to Purchase • August 19th, 1997 • High Voltage Engineering Corp • Laboratory apparatus & furniture • Massachusetts
1 EXHIBIT 10.6 LEASE AMENDMENT AGREEMENT ------------------------- THIS LEASE AMENDMENT AGREEMENT (this "Agreement") is made this 8th day of May, 1996 by and among CORPORATE PROPERTY ASSOCIATES 8, a Delaware limited partnership ("Landlord"), with an...Lease Amendment Agreement • August 19th, 1997 • High Voltage Engineering Corp • Laboratory apparatus & furniture
SECOND AMENDED AND RESTATED FINANCING AGREEMENT Dated as of December 19, 2002 by and among HIGH VOLTAGE ENGINEERING CORPORATION, MAXIMA TECHNOLOGIES, INC., STEWART WARNER INSTRUMENT CORPORATION, ROBICON CORPORATION, VIVIRAD - HIGH VOLTAGE CORPORATION,...Financing Agreement • March 20th, 2003 • High Voltage Engineering Corp • Electrical industrial apparatus • New York
Second Amended and Restated Financing Agreement, dated as of December 19, 2002, by and among High Voltage Engineering Corporation, a Massachusetts corporation (the “Parent”), Maxima Technologies, Inc., a Pennsylvania corporation (“Maxima”), Stewart Warner Instrument Corporation, an Illinois corporation (“Stewart Warner”), Robicon Corporation, a Pennsylvania corporation (“Robicon”), Vivirad - High Voltage Corporation, a Massachusetts corporation (“Vivirad - HVC”), Physical Electronics, Inc., a Delaware corporation (“Physical Electronics”), and Charles Evans & Associates, a California corporation (“Charles Evans” and together with the Parent, Maxima, Stewart Warner, Robicon, Vivirad - HVC and Physical Electronics, each a “Borrower” and collectively, the “Borrowers”), the direct and indirect subsidiaries of the Borrowers named on the signature pages hereto as “Guarantors” (each a “Guarantor” and collectively, the “Guarantors”), the financial institutions from time to time party hereto (in
ANDInstallment Sale Agreement • August 19th, 1997 • High Voltage Engineering Corp • Laboratory apparatus & furniture • Pennsylvania
