EXHIBIT 10.2 SEPARATION AGREEMENTSeparation Agreement • February 14th, 2000 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals • Kansas
PLEDGE AGREEMENTPledge Agreement • February 20th, 1998 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals
toCredit Agreement • June 29th, 2000 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals • Illinois
AMENDMENT NO. 2 Dated as of March 31, 1999 to AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 19, 1998Credit Agreement • June 29th, 1999 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals • Illinois
AMENDMENT NO. 6Credit Agreement • July 10th, 2001 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals • Illinois
AMENDMENT NO. 1 AND WAIVER Dated as of November 3, 1998 to AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 19, 1998Credit Agreement • November 9th, 1998 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals • Illinois
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • April 19th, 2002 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals
TM Capital Corp. ("TM Capital") has been retained by IFR Systems, Inc. (the "Company") as its financial advisor in connection with the Company's evaluation of financial and strategic alternatives. You are being provided information concerning the Company exclusively in connection with your investigation thereof.
EXHIBIT 2.01 THIS AGREEMENT (this "AGREEMENT") is made on February, 1998 BETWEEN:- 1. THE GENERAL ELECTRIC COMPANY, P.L.C. (registered in England No. 67307) having its registered office at 1 Stanhope Gate, London W1A 1EH ("GEC"); AND 2. IFR SYSTEMS...Share Purchase Agreement • February 20th, 1998 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals
LEASE AGREEMENT BY AND BETWEENLease Agreement • September 25th, 1997 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals
EXHIBIT 2 AGREEMENT AND PLAN OF MERGERMerger Agreement • February 5th, 1998 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals • Delaware
Exhibit 10.24 AMENDMENT NO. 4Credit Agreement • June 29th, 2000 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals • Illinois
RIGHTS AGREEMENTRights Agreement • February 19th, 1999 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals • Delaware
SECURITY AGREEMENT DATED AS OF FEBRUARY 5, 1998 between IFR SYSTEMS, INC. AND THE FIRST NATIONAL BANK OF CHICAGO, AS AGENTSecurity Agreement • February 20th, 1998 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals • Illinois
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 22nd, 1999 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals • Delaware
EXHIBIT 10-07 EXECUTION COPY PATENT SECURITY AGREEMENT THIS PATENT SECURITY AGREEMENT ("Agreement") is made as of February __, 1998, by and between [_______________], a __________ corporation ("Grantor"), and The First National Bank of Chicago, with...Patent Security Agreement • February 20th, 1998 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals • Illinois
July 16, 1999 IFR SYSTEMS, INC. 10200 West York Street Wichita, KS 67215 Attention: Chief Financial Officer Dear Sir: Reference is hereby made to that certain Amended and Restated Credit Agreement dated as of March 19, 1998 by and among IFR Systems,...Credit Agreement • July 27th, 1999 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals
Reference is hereby made to that certain Amended and Restated Credit Agreement dated as of March 19, 1998 by and among IFR Systems, Inc., a Delaware corporation (the "BORROWER"), the lenders from time to time parties thereto (collectively, the "LENDERS") and The First National Bank of Chicago, as one of the Lenders and in its capacity as contractual representative (the "AGENT") on behalf of itself and the other Lenders, as amended by an Amendment No. 1 and Waiver, an Amendment No. 2 and an Amendment No. 3, dated as of November 3, 1998, March 31, 1999 and June 25, 1999, respectively (as amended and as the same may be amended, restated, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"). Terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.
S&A DRAFT: 01/27/98 COPYRIGHT SECURITY AGREEMENT THIS COPYRIGHT SECURITY AGREEMENT ("Agreement") is made as of February __, 1998, by and between [______________], a ___________ corporation ("Grantor"), and The First National Bank of Chicago, as...Copyright Security Agreement • February 20th, 1998 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals • Illinois
AMENDMENT NO. 3 Dated as of June 25, 1999 to AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 19, 1998Credit Agreement • June 29th, 1999 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals • Illinois
EXHIBIT 10.0 EXECUTIVE RETIREMENT AGREEMENTExecutive Retirement Agreement • February 14th, 2000 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals • Kansas
AGREEMENT" means the agreement for the sale and purchase of the Shares (as therein defined) made between the Covenantor and the Purchaser; "BUSINESS DAY" means a day (other than a Saturday or a Sunday) on which banks are open for business in London;Deed of Tax Covenant • February 20th, 1998 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals
IFR SYSTEMS, INC.Incentive Stock Option Agreement • May 18th, 1998 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals
GUARANTYGuaranty • February 20th, 1998 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals • Illinois
EXHIBIT (10.1) TERMINATION AGREEMENT THIS AGREEMENT, dated and effective as of the 28th day of January, 1998, is made and entered into by and between IFR SYSTEMS, INC., a Delaware corporation ("IFR"), and Iain Robertson ("Executive"). WHEREAS,...Termination Agreement • May 13th, 1998 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals • Delaware
CREDIT AGREEMENTCredit Agreement • February 20th, 1998 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals
EXHIBIT 10.5 TERMINATION AGREEMENT THIS AGREEMENT, dated and effective as of the ______ day of _________________, 2000, is made and entered into by and between IFR SYSTEMS, INC., a Delaware corporation ("IFR"), and DENNIS COLEY ("Executive"). WHEREAS,...Termination Agreement • June 29th, 2000 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals • Delaware
QuickLinks -- Click here to rapidly navigate through this documentForbearance Agreement • April 17th, 2002 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals
This Forbearance Agreement and Amendment No. 7 ("Agreement") is entered into as of December 21, 2001 by and among IFR SYSTEMS, INC. (the "Borrower"), the financial institutions parties to the Credit Agreement referred to below as lenders (the "Lenders"), and BANK ONE, NA, formerly known as THE FIRST NATIONAL BANK OF CHICAGO, in its capacity as contractual representative (the "Agent") under that certain Amended and Restated Credit Agreement dated as of March 19, 1998 by and among the Borrower, the Lenders and the Agent, as amended by an Amendment No. 1 and Waiver dated as of November 3, 1998, an Amendment No. 2 dated as of March 31, 1999, an Amendment No. 3 dated as of June 25, 1999, an Amendment No. 4 dated as of October 15, 1999, an Amendment No. 5 dated as of June 15, 2000 and an Amendment No. 6 dated as of June 29, 2001 (as so amended and as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"). Capitalized terms used in thi
QuickLinks -- Click here to rapidly navigate through this documentRights Agreement • April 17th, 2002 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals
AMENDMENT, effective as of April 10, 2002, to the Rights Agreement (the "Rights Agreement"), dated as of February 28, 1999, between IFR Systems, Inc., a Delaware corporation (the "Company"), and Computershare Investors Services, successor to Harris Trust & Savings Bank, as Rights Agent (the "Rights Agent").
EXECUTION COPY TRADEMARK SECURITY AGREEMENT THIS TRADEMARK SECURITY AGREEMENT ("Agreement") is made as of February 5, 1998, by and between PK TECHNOLOGY, INC., a Delaware corporation ("Grantor"), and The First National Bank of Chicago, as contractual...Trademark Security Agreement • February 20th, 1998 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals • Illinois
February 14, 2000 IFR SYSTEMS, INC. 10200 West York Street Wichita, KS 67215 Attention: Chief Financial Officer Dear Sir: Reference is hereby made to that certain Amended and Restated Credit Agreement dated as of March 19, 1998 by and among IFR...Credit Agreement • February 14th, 2000 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals
Reference is hereby made to that certain Amended and Restated Credit Agreement dated as of March 19, 1998 by and among IFR Systems, Inc., a Delaware corporation (the "BORROWER"), the lenders from time to time parties thereto (collectively, the "LENDERS") and Bank One, NA (formerly known as The First National Bank of Chicago), as one of the Lenders and in its capacity as contractual representative (the "AGENT") on behalf of itself and the other Lenders (as amended and as the same may be amended, restated, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"). Terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.
SECURITY AGREEMENTSecurity Agreement • April 17th, 2002 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals • New York
This SECURITY AGREEMENT ("AGREEMENT"), dated as of , 2002 is made by IFR SYSTEMS, INC., a Delaware corporation (together with its successors and assigns, including a debtor-in-possession on behalf of IFR SYSTEMS, INC., "GRANTOR"), in favor of AEROFLEX INCORPORATED (the "SECURED PARTY").
EXHIBIT 4 ASSUMPTION OF RIGHTS AGREEMENT THIS ASSUMPTION OF RIGHTS AGREEMENT, made and entered into and to be effective as of January 30, 1998, by and between IFR SYSTEMS, INC., Delaware corporation ("IFR"), and HARRIS TRUST & SAVINGS BANK (the...Assumption of Rights Agreement • February 5th, 1998 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals
EQUITABLE SHARE CHARGE BETWEEN IFR SYSTEMS, INC.Equitable Share Charge • February 20th, 1998 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals
QuickLinks -- Click here to rapidly navigate through this documentForbearance Agreement and Credit Agreement • April 17th, 2002 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals
This Amendment No. 1 to Forbearance Agreement and Amendment No. 8 to Credit Agreement ("Amendment") is entered into as of March 4, 2002 by and among IFR SYSTEMS, INC. (the "Borrower"), the financial institutions parties to the Credit Agreement referred to below as lenders (the "Lenders"), and BANK ONE, NA, formerly known as THE FIRST NATIONAL BANK OF CHICAGO, in its capacity as contractual representative (the "Agent") under that certain Amended and Restated Credit Agreement dated as of March 19, 1998 by and among the Borrower, the Lenders and the Agent, as amended by an Amendment No. 1 and Waiver dated as of November 3, 1998, an Amendment No. 2 dated as of March 31, 1999, an Amendment No. 3 dated as of June 25, 1999, an Amendment No. 4 dated as of October 15, 1999, an Amendment No. 5 dated as of June 15, 2000, an Amendment No. 6 dated as of June 29, 2001 and a Forbearance Agreement and Amendment No. 7 dated as of December 21, 2001 (as so amended and as the same may be amended, restated
QuickLinks -- Click here to rapidly navigate through this documentRepayment and Mutual Release Agreement • April 17th, 2002 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals • Illinois
This REPAYMENT AND MUTUAL RELEASE AGREEMENT ("Agreement") is executed as of this th day of April, 2002, by and among IFR SYSTEMS, INC. (the "Borrower"), IFR AMERICAS, INC. and IFR FINANCE, INC. (together, the "Subsidiary Obligors"), the financial institutions parties to the Credit Agreement referred to below as lenders (the "Lenders"), and BANK ONE, NA, formerly known as THE FIRST NATIONAL BANK OF CHICAGO, in its capacity as contractual representative (the "Agent"). Terms defined in the Credit Agreement identified below shall have the meanings set forth in such Credit Agreement unless such terms are otherwise specifically defined herein.
QuickLinks -- Click here to rapidly navigate through this documentForbearance Agreement and Credit Agreement • April 17th, 2002 • Ifr Systems Inc • Instruments for meas & testing of electricity & elec signals
This Amendment No. 2 to Forbearance Agreement and Amendment No. 9 to Credit Agreement ("Amendment") is entered into as of March 31, 2002 by and among IFR SYSTEMS, INC. (the "Borrower"), the financial institutions parties to the Credit Agreement referred to below as lenders (the "Lenders"), and BANK ONE, NA, formerly known as THE FIRST NATIONAL BANK OF CHICAGO, in its capacity as contractual representative (the "Agent") under that certain Amended and Restated Credit Agreement dated as of March 19, 1998 by and among the Borrower, the Lenders and the Agent, as amended by an Amendment No. 1 and Waiver dated as of November 3, 1998, an Amendment No. 2 dated as of March 31, 1999, an Amendment No. 3 dated as of June 25, 1999, an Amendment No. 4 dated as of October 15, 1999, an Amendment No. 5 dated as of June 15, 2000, an Amendment No. 6 dated as of June 29, 2001, a Forbearance Agreement and Amendment No. 7 dated as of December 21, 2001 and an Amendment No. 1 to Forbearance Agreement and Amend
