Btu International Inc Sample Contracts

RECITALS
Credit Agreement • March 27th, 1996 • Btu International Inc • Special industry machinery, nec
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COMMON STOCK
Underwriting Agreement • December 13th, 2005 • Btu International Inc • Special industry machinery, nec • New York
1 EXHIBIT 10.43 CREDIT AGREEMENT
Credit Agreement • November 12th, 1997 • Btu International Inc • Special industry machinery, nec • Massachusetts
Page ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 6 Section 1.03. Incorporation by Reference of Trust Indenture Act 6 Section 1.04. Rules of Construction 7 ARTICLE TWO THE...
Indenture • September 29th, 2009 • Btu International Inc • Special industry machinery, nec • New York

INDENTURE dated as of , 20 between BTU International, Inc., a Delaware corporation, as Issuer (the “Issuer”), and, as trustee (the “Trustee”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG AMTECH SYSTEMS, INC., BTU MERGER SUB, INC., AND BTU INTERNATIONAL, INC. Dated as of October 21, 2014
Merger Agreement • October 22nd, 2014 • Btu International Inc • Special industry machinery, nec • Delaware

This Agreement and Plan of Merger (this “Agreement”), is entered into as of October 21, 2014, by and among Amtech Systems, Inc., an Arizona corporation (“Parent”), BTU Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and BTU International, Inc., a Delaware corporation (the “Company” and, collectively with Parent and Merger Sub, the “Parties”).

PLEDGE AND ASSIGNMENT AGREEMENT
Pledge and Assignment Agreement • May 5th, 2010 • Btu International Inc • Special industry machinery, nec • Massachusetts

This PLEDGE AND ASSIGNMENT AGREEMENT (this “Pledge Agreement”) is made as of the 31st day of August, 2009 by and between BTU INTERNATIONAL, INC., a Delaware corporation, with its chief executive office, principal place of business and mailing address at 23 Esquire Road, North Billerica, Massachusetts 01862 (the “Assignor”), and SOVEREIGN BANK, with an office at 75 State Street, Boston, Massachusetts 02109 (together with its successors and assigns the “Assignee”).

CONSULTING AGREEMENT
Consulting Agreement • October 22nd, 2014 • Btu International Inc • Special industry machinery, nec • Delaware

This Consulting Agreement (“Agreement”) is made as of October 21, 2014 by and between Amtech Systems, Inc., an Arizona corporation (the “Company”), and Paul J. van der Wansem, an individual (“Consultant”).

EMPLOYMENT AGREEMENT
Employment Agreement • October 22nd, 2014 • Btu International Inc • Special industry machinery, nec • Massachusetts

This Employment Agreement (the “Agreement”) is made by and between Amtech Systems, Inc. (the “Company”), an Arizona corporation, and Paul J. van der Wansem (the “Executive”), this 21st day of October, 2014.

VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • October 22nd, 2014 • Btu International Inc • Special industry machinery, nec • Delaware

This VOTING AND SUPPORT AGREEMENT, dated as of October 21, 2014 (this “Agreement”), is made and entered into by and among Amtech Systems, Inc., an Arizona corporation (“Parent”) and the stockholders of BTU International, Inc., a Delaware corporation (the “Company”), that are listed on Schedule A hereto (each a “Stockholder” and, collectively, the “Stockholders”).

SALEM FIVE CENTS SAVINGS BANK MODIFICATION AGREEMENT
Modification Agreement • November 4th, 2010 • Btu International Inc • Special industry machinery, nec

Salem Five Cents Savings Bank, a Massachusetts savings bank with a principal office a 210 Essex Street, Salem, Massachusetts 01970 (the “Bank”); and

Contract
Commercial Real Estate Promissory Note • October 2nd, 2013 • Btu International Inc • Special industry machinery, nec • Massachusetts

This Second Amended and Restated Commercial Real Estate Promissory Note has been executed and delivered in accordance with (i) that certain Commitment Letter (the “Commitment Letter”) dated September 19, 2013 between the Borrower (as defined below) and the Bank (as defined below), and (ii) that certain Second Modification Agreement (the “Second Modification Agreement”) of even date by and between the Borrower and the Bank, the terms of each of which are incorporated herein by reference and made a part of this Note. This Note amends and restates that certain Amended and Restated Commercial Real Estate Promissory Note dated March 30, 2006 in the principal amount of Ten Million Dollars ($10,000,000.00) made by the Borrower payable to the Bank. That certain Mortgage, Security Agreement and Assignment (as amended, the “Mortgage”) dated December 23, 2003, by and between the Borrower and the Bank, sets forth further terms and conditions upon which the entire unpaid principal hereof and all in

RETENTION AGREEMENT
Retention Agreement • May 8th, 2009 • Btu International Inc • Special industry machinery, nec • Massachusetts

BTU International, Inc. (the “Company”) wants to encourage you to become an employee of the Company and values your association with us as an executive officer. To that end, the Company is offering you the assurance of severance pay, as described below, in the event that your employment is terminated in specific circumstances. Therefore, the purpose of this letter is to confirm the agreement between you and the Company on the following terms:

AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • May 11th, 2007 • Btu International Inc • Special industry machinery, nec • Massachusetts

WHEREAS, the Lender and Borrower entered into a Loan Agreement dated as of June 26, 2002 (the “Original Loan Agreement” and together with all amendments, including the First Amendment referred to below, the “Loan Agreement”), pursuant to which, among other things, the Lender extended a revolving line of credit (the “Revolving Credit”) to the Borrower in the amount of $14,000,000.00, evidenced by a Revolving Credit Note (the “Original Revolving Credit Note”); and

SECOND AGREEMENT REGARDING EMPLOYMENT TERMS
Second Agreement Regarding Employment Terms • October 22nd, 2014 • Btu International Inc • Special industry machinery, nec

BTU International, Inc. (“BTU”) and Peter Tallian (“Mr. Tallian”) intend for this Second Agreement Regarding Employment Terms (the “Agreement) to modify (only as expressly stated herein): (i) the offer letter dated March 20, 2009 (which Mr. Tallian signed on March 21, 2009) (the “Offer Letter”); (ii) the Retention Agreement dated March 20, 2009 (which Mr. Tallian signed on March 21, 2009) (the “Retention Agreement”); and (iii) the Agreement Regarding Employment Terms (which Mr. Tallian signed on November 27, 2012) (the “Prior Agreement”). BTU and Mr. Tallian agree as follows:

SOVEREIGN LOGO)
Loan Agreement • August 17th, 2005 • Btu International Inc • Special industry machinery, nec

As you know, BTU International, Inc. ("BTU") is indebted to Sovereign Bank (the "Bank") in the principal amount of up to $14,000,000 (the "Loan") pursuant to the terms of a certain Loan Agreement between BTU and the Bank, dated June 26, 2002, which Loan Agreement was as modified on January 28, 2004 (together with all of the other documents that evidence or pertain to the Loan, the "Loan Documents").

August 27, 2008 Mr. Thomas P. Kealy Vice President, Corporate Controller and Chief Accounting Officer BTU International, Inc. North Billerica, MA 01862 Dear Tom:
Severance Agreement • May 8th, 2009 • Btu International Inc • Special industry machinery, nec

This letter amends the agreement between BTU International, Inc. (the “Company”) and you dated November 29, 2005 (the “Severance Agreement”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and you agree as follows:

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SALEM FIVE CENTS SAVINGS BANK SECOND MODIFICATION AGREEMENT
Modification Agreement • October 2nd, 2013 • Btu International Inc • Special industry machinery, nec

Salem Five Cents Savings Bank, a Massachusetts bank with a principal office a 210 Essex Street, Salem, Massachusetts 01970 (the “Bank”); and

AGREEMENT REGARDING EMPLOYMENT TERMS
Agreement Regarding Employment Terms • March 13th, 2013 • Btu International Inc • Special industry machinery, nec

BTU International, Inc. (“BTU”) and Peter Tallian (“Mr. Tallian”) intend for this Agreement Regarding Employment Terms (the “Agreement”) to modify (only as expressly stated herein): (i) the offer letter dated March 20, 2009 (which Mr. Tallian signed on March 21, 2009) (the “Offer Letter”); (ii) the Retention Agreement dated March 20, 2009 (which Mr. Tallian signed on March 21, 2009) (the “Retention Agreement”). BTU and Mr. Tallian have agreed as follows:

VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • October 22nd, 2014 • Btu International Inc • Special industry machinery, nec • Delaware

This VOTING AND SUPPORT AGREEMENT, dated as of October 21, 2014 (this “Agreement”), is made and entered into by and among BTU International, Inc., a Delaware corporation (“BTU”), and the stockholders of Amtech Systems, Inc., an Arizona corporation (the “Company”), that are listed on Schedule A hereto (each a “Stockholder” and, collectively, the “Stockholders”).

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