UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2003 • Metrologic Instruments Inc • Computer peripheral equipment, nec • Florida
EXHIBIT 10.1 AGREEMENT FOR SETTLEMENT, DISMISSAL OF CLAIMS AND MUTUAL RELEASES This Agreement is entered into between PSC Inc. ("PSC") and Metrologic Instruments, Inc. ("Metrologic") as of April 9, 1997. WHEREAS, PSC is the owner and assignee of...Settlement Agreement • April 17th, 1997 • Metrologic Instruments Inc • Computer peripheral equipment, nec • New York
160,000,000 FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • December 22nd, 2006 • Metrologic Instruments Inc • Computer peripheral equipment, nec • New York
CREDIT AGREEMENT dated as of December 21, 2006 among Meteor Holding Corporation, a Delaware corporation (the “Parent”), Metrologic Instruments, Inc., a New Jersey corporation (the “Company”), the Subsidiary Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), the Issuing Bank (as hereinafter defined), the Swing Line Bank (as hereinafter defined), MORGAN STANLEY & CO. INCORPORATED (“MS&Co”), as collateral agent (together with any successor collateral agent appointed pursuant to Article VII, the “Collateral Agent”) for the Secured Parties (as hereinafter defined), and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, the “Administrative Agent” and, together with the Collateral Agent, the “Agents”) for the Lender Parties (as hereinafter defined).
AGREEMENT AND PLAN OF MERGER by and between METEOR HOLDING CORPORATION, METEOR MERGER CORPORATION and METROLOGIC INSTRUMENTS, INC. Dated as of September 12, 2006Merger Agreement • September 13th, 2006 • Metrologic Instruments Inc • Computer peripheral equipment, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 11, 2006, by and between Meteor Holding Corporation, a Delaware corporation (“Parent”), Meteor Merger Corporation, a New Jersey corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), and Metrologic Instruments, Inc., a New Jersey corporation (the “Company”).
75,000,000 SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • December 22nd, 2006 • Metrologic Instruments Inc • Computer peripheral equipment, nec • New York
CREDIT AGREEMENT dated as of December 21, 2006 among Meteor Holding Corporation, a Delaware corporation (the “Parent”), Metrologic Instruments, Inc., a New Jersey corporation (the “Borrower”), the Subsidiary Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), MORGAN STANLEY & CO. INCORPORATED (“MS&Co”), as collateral agent (together with any successor collateral agent appointed pursuant to Article VII, the “Collateral Agent”) for the Secured Parties (as hereinafter defined), and MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, the “Administrative Agent” and, together with the Collateral Agent, the “Agents”) for the Lender Parties (as hereinafter defined).
CONTRIBUTION AND VOTING AGREEMENTContribution and Voting Agreement • September 22nd, 2006 • Metrologic Instruments Inc • Computer peripheral equipment, nec • New York
CONTRIBUTION AND VOTING AGREEMENT, dated as of September 12, 2006 (this “Agreement”), between (i) Meteor Holding Corporation, a Delaware corporation (“Parent”), on the one hand, and (ii) each of (A) C. Harry Knowles, an individual (“HK”), (B) Janet H. Knowles, an individual (“JK”, and together with HK, the “Founder Individuals”), (C) each of the Trust under Agreement of C. Harry Knowles dated 4/8/94 FBO Diann H. Lynmam, Trust under Agreement of C. Harry Knowles dated 4/8/94 FBO Donnah M. Starzynski, Trust under Agreement of C. Harry Knowles dated 4/8/94 FBO Harry H. Knowles, II, Trust under Agreement of C. Harry Knowles dated 4/8/94 FBO Marjorie B. Knowles, Trust under Agreement of C. Harry Knowles dated 4/8/94 FBO Robert H. Knowles, and The C. Harry Knowles Grantor Retained Annuity Trust No. 1 (collectively, the “Family Trusts”); and (D) Janet H. and C. Harry Knowles Foundation, Inc., a New Jersey nonprofit corporation, The Knowles Charitable Foundation, a New Jersey Nonprofit Corpora
Joint Filing AgreementJoint Filing Agreement • September 22nd, 2006 • Metrologic Instruments Inc • Computer peripheral equipment, nec
The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock of Metrologic Instruments, Inc. dated September 22, 2006 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended.
ANDAgreement Between Symbol Technologies, Inc. And Metrologic Instruments, Inc. • February 14th, 1997 • Metrologic Instruments Inc • Computer peripheral equipment, nec • New York
November 21, 2006 Dear Metrologic Option Holder:Offer to Purchase • November 21st, 2006 • Metrologic Instruments Inc • Computer peripheral equipment, nec
As you may know, on September 12, 2006, Metrologic Instruments, Inc. (“Metrologic,” “we,” or “our”) entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) with Meteor Holding Corporation and Meteor Merger Corporation, pursuant to which Meteor Merger Corporation will merge with and into Metrologic (the “Merger”), with Metrologic continuing as the surviving corporation.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • May 3rd, 2006 • Metrologic Instruments Inc • Computer peripheral equipment, nec • New Jersey
This Separation Agreement and General Release (“Agreement”) is made and entered into as of April 20, 2006, by and between Benny A. Noens, an adult individual residing in Florida (“Employee”), and Metrologic Instruments, Inc., a New Jersey corporation, and all of its subsidiaries (“Company”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • September 5th, 2006 • Metrologic Instruments Inc • Computer peripheral equipment, nec • New Jersey
This Separation Agreement and General Release (“Agreement”) is made and entered into as of August 31, 2006, by and between Frank C. Zirnkilton, Jr., an adult individual residing in 107 Cambria Court, St. David’s, Pennsylvania 19087 (“Employee”), and Metrologic Instruments, Inc., a New Jersey corporation, and all of its subsidiaries (“Company”).
STOCK PURCHASE AGREEMENT by and among MTLG Investments Inc., Metrologic Instruments, Inc., Adaptive Optics Associates, Inc. and Essex Corporation Dated as of September 19, 2006Stock Purchase Agreement • September 21st, 2006 • Metrologic Instruments Inc • Computer peripheral equipment, nec • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 19, 2006, is entered into by and among MTLG Investments, Inc. a Delaware corporation, (the “Seller”), Metrologic Instruments, Inc., a New Jersey corporation, (the “Guarantor”), Adaptive Optics Associates, Inc., a Delaware corporation, (the “Target”), and Essex Corporation, a Virginia corporation (the “Purchaser”).
