AGREEMENT AND PLAN OF MERGER by and among ULTRA ELECTRONICS HOLDINGS PLC, ULTRA ELECTRONICS ANEIRA INC. and SPARTON CORPORATION Dated as of July 7, 2017Agreement and Plan of Merger • July 11th, 2017 • Sparton Corp • Printed circuit boards • Ohio
This AGREEMENT AND PLAN OF MERGER, dated as of July 7, 2017 (this “Agreement”), is entered into by and among Ultra Electronics Holdings plc, a company organized under the Laws of England and Wales (“Parent”), Ultra Electronics Aneira Inc., an Ohio corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”) and Sparton Corporation, an Ohio corporation (the “Company”).
AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT NATIONAL CITY BUSINESS CREDIT, INC. (AS LENDER AND AS AGENT) WITH SPARTON CORPORATION, SPARTON ELECTRONICS FLORIDA, INC., SPARTRONICS, INC., SPARTON MEDICAL SYSTEMS, INC., SPARTRONICS...Security Agreement • August 18th, 2009 • Sparton Corp • Printed circuit boards • Michigan
The Promissory Note and Promissory Note Covenant Exhibit, as amended, each dated as of January 22, 2008, as amended by Master Amendment to Loan Documents (Sparton Corporation — Line of Credit) dated as of April 21, 2008 and effective as of March 31, 2008 (the “First Sparton Master Amendment”), by Second Master Amendment to Loan Documents (Sparton Corporation — Line of Credit) dated as of July 31, 2008 and effective as of June 30, 2008, by Third Master Amendment to Loan Documents (Sparton Corporation — Line of Credit) dated as of November 12, 2008, and by Fourth Master Amendment to Loan Documents (Sparton Corporation — Line of Credit) dated as of January 20, 2009, and by Modification Agreement dated as of June 15, 2009, by and between Sparton and National City Bank, which evidence a line of credit loan made available to Sparton in the original principal amount of $20,000,000 (collectively, the “Sparton Note”), together with all related loan and security documents, including without limi
AMONGMembership Purchase Agreement • June 2nd, 2006 • Sparton Corp • Printed circuit boards • Ohio
ContractSparton Corp • September 14th, 2018 • Printed circuit boards
AGREEMENT AND PLAN OF MERGER by and among STRIKER PARENT 2018, LLC, STRIKER MERGER SUB 2018, INC. and SPARTON CORPORATION Dated as of December 11, 2018Agreement and Plan of Merger • December 14th, 2018 • Sparton Corp • Printed circuit boards • Ohio
This AGREEMENT AND PLAN OF MERGER, dated as of December 11, 2018 (this “Agreement”), is entered into by and among Striker Parent 2018, LLC, a Delaware limited liability company (“Parent”), Striker Merger Sub 2018, Inc., an Ohio corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Sparton Corporation, an Ohio corporation (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 24th, 2015 • Sparton Corp • Printed circuit boards • Illinois
THIS AGREEMENT is effective as of the first day of employment which will be agreed upon by both parties (“the Effective Date”), and is made between SPARTON CORPORATION, an Ohio corporation, whose headquarters are located at 425 N. Martingale Road, Suite 1000, Schaumburg, IL 60173 (“Corporation”) and Michael Osborne (“Executive”).
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 18th, 2012 • Sparton Corp • Printed circuit boards • Illinois
THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (“First Amendment”) shall be effective as of September 17, 2012 (“the Effective Date”), and is made between SPARTON CORPORATION, an Ohio corporation, whose headquarters are located at 425 N. Martingale Road, Suite 2050, Schaumburg, IL 60173 (“Corporation”), as the employer, and Michael Osborne (“Executive”), as the employee.
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • April 17th, 2015 • Sparton Corp • Printed circuit boards • Illinois
This Amended and Restated Credit and Guaranty Agreement is entered into as of September 11, 2014, by and among SPARTON CORPORATION, an Ohio corporation (the “Parent”; and collectively with each other Person that becomes a “Borrower” hereunder pursuant to a Joinder Agreement, the “Borrowers” and each, individually, a “Borrower”), the direct and indirect Subsidiaries of the Borrowers from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and BMO Harris Bank N.A., in its capacity as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 7th, 2011 • Sparton Corp • Printed circuit boards • Michigan
THIS AGREEMENT shall be effective as of December 8, 2008 (“the Effective Date”), and is made between SPARTON CORPORATION, an Ohio corporation, whose headquarters are located at 2400 East Ganson, Jackson, Michigan 49203, hereafter called “the Corporation”, as the employer, and STEVEN KORWIN, whose current address is 10710 Michigan Drive, Spring Grove, IL 60081, hereafter called “the Executive”, as the employee.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 16th, 2018 • Sparton Corp • Printed circuit boards • Illinois
THIS AGREEMENT is effective as of the first day of employment which will be agreed upon by both parties (“the Effective Date”), and is made between SPARTON CORPORATION, an Ohio corporation, whose headquarters are located at 425 N. Martingale Road, Suite 1000, Schaumburg, IL 60173 (“Corporation”) and Joseph Schneider (“Executive”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG HUNTER TECHNOLOGY CORPORATION (A CALIFORNIA CORPORATION) SPARTON CORPORATION (AN OHIO CORPORATION) SPARTON HUNTER CORPORATION (A CALIFORNIA CORPORATION) AND JOSEPH F. O’NEIL (AN INDIVIDUAL) APRIL 14, 2015Agreement and Plan of Merger • April 20th, 2015 • Sparton Corp • Printed circuit boards • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 14, 2015, is made by and among Hunter Technology Corporation, a California corporation (the “Company”), Sparton Corporation, an Ohio corporation (the “Purchaser”), Sparton Hunter Corporation, a California corporation and wholly-owned subsidiary of the Purchaser (the “Merger Sub”), and Joseph F. O’Neil, an individual (the “Representative”), as representative for the Stockholders and Optionholders. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.
EMPLOYMENT AGREEMENTEmployment Agreement • July 1st, 2014 • Sparton Corp • Printed circuit boards • Illinois
This Employment Agreement (“Agreement”) by and between Sparton Corporation, an Ohio corporation (the “Company”) and Cary B. Wood (the “Executive”), is signed by the parties on this June 30, 2014 (the “Signing Date”), and is effective on October 31, 2014 (the “Effective Date”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • September 7th, 2011 • Sparton Corp • Printed circuit boards • Michigan
THIS AMENDMENT NO. 2 (this “Amendment”) is entered into as of March 3, 2011, by and among SPARTON CORPORATION, a corporation organized under the laws of the State of Ohio (“Sparton”), SPARTON ELECTRONICS FLORIDA, INC., a corporation organized under the laws of the State of Florida (“Sparton Florida”), SPARTRONICS, INC., a corporation organized under the laws of the State of Michigan (“Spartronics”), SPARTON MEDICAL SYSTEMS, INC., a corporation organized under the laws of the State of Michigan (“Sparton Medical”), SPARTRONICS VIETNAM CO., LTD, a corporation organized under the laws of Vietnam (“Spartronics Vietnam”), SPARTON TECHNOLOGY, INC., a corporation organized under the laws of New Mexico (“Sparton Technology”), SPARTON OF CANADA, LIMITED, a Canadian corporation (“Sparton Canada”), SPARTON MEDICAL SYSTEMS COLORADO, LLC, a limited liability company organized under the laws of the State of Colorado (“Sparton Medical Colorado”) (Sparton, Sparton Florida, Spartronics, Sparton Medical,
AMENDMENT NO. 4 TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • July 25th, 2012 • Sparton Corp • Printed circuit boards • Michigan
THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of July 20, 2012, by and among SPARTON CORPORATION, a corporation organized under the laws of the State of Ohio (“Sparton”), SPARTON ELECTRONICS FLORIDA, INC., a corporation organized under the laws of the State of Florida (“Sparton Florida”), SPARTRONICS, INC., a corporation organized under the laws of the State of Michigan (“Spartronics”), SPARTON MEDICAL SYSTEMS, INC., a corporation organized under the laws of the State of Michigan (“Sparton Medical”), SPARTRONICS VIETNAM CO., LTD, a corporation organized under the laws of Vietnam (“Spartronics Vietnam”), SPARTON TECHNOLOGY, INC., a corporation organized under the laws of the State of New Mexico (“Sparton Technology”), SPARTON OF CANADA, LIMITED, a Canadian corporation (“Sparton Canada”), SPARTON MEDICAL SYSTEMS COLORADO, LLC, a limited liability company organized under the laws of the State of Colorado (“Sparto
SPARTON CORPORATION NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • November 4th, 2014 • Sparton Corp • Printed circuit boards
THIS NONQUALIFIED STOCK OPTION AGREEMENT (Agreement) is made this [DATE], between SPARTON CORPORATION (Company) and [NAME], an employee of the Company or one of its subsidiaries (Employee), pursuant to Section 6.A. of the 2010 Sparton Corporation Long Term Stock Option Incentive Plan (Plan). Capitalized terms used but not defined herein have the meanings given such terms in the Plan.
AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • May 7th, 2018 • Sparton Corp • Printed circuit boards • Ohio
This AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment No. 5”) dated as of May 3, 2018 (the “Amendment No. 5 Effective Date”), is by and among SPARTON CORPORATION, an Ohio corporation (“Borrower”), the other Loan Parties, the Lenders from time to time a party to the Credit Agreement referred to below, and BMO HARRIS BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 15th, 2014 • Sparton Corp • Printed circuit boards • Illinois
THIS AGREEMENT shall be effective as of the first day of employment which will be agreed upon by both parties (“the Effective Date”), and is made between SPARTON CORPORATION, an Ohio corporation, whose headquarters are located at 425 N. Martingale Road, Suite 2050, Schaumburg, IL 60173, hereafter called “the Corporation,” as the employer, and Donald Pearson, hereafter called “the Executive,” as the employee.
ContractSparton Corp • September 7th, 2011 • Printed circuit boards
CERTAIN PORTIONS OF THESE MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED AND HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE AGREEMENT IS INDICATED BY A “[ ]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF SPARTON CORPORATION.
ContractSparton Corp • September 14th, 2018 • Printed circuit boards
AMENDMENT NO. 3 TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • September 5th, 2012 • Sparton Corp • Printed circuit boards • Michigan
THIS AMENDMENT NO. 3 (this “Amendment”) is entered into as of March 31, 2011, by and among SPARTON CORPORATION, a corporation organized under the laws of the State of Ohio (“Sparton”), SPARTON ELECTRONICS FLORIDA, INC., a corporation organized under the laws of the State of Florida (“Sparton Florida”), SPARTRONICS, INC., a corporation organized under the laws of the State of Michigan (“Spartronics”), SPARTON MEDICAL SYSTEMS, INC., a corporation organized under the laws of the State of Michigan (“Sparton Medical”), SPARTRONICS VIETNAM CO., LTD, a corporation organized under the laws of Vietnam (“Spartronics Vietnam”), SPARTON TECHNOLOGY, INC., a corporation organized under the laws of New Mexico (“Sparton Technology”), SPARTON OF CANADA, LIMITED, a Canadian corporation (“Sparton Canada”), SPARTON MEDICAL SYSTEMS COLORADO, LLC, a limited liability company organized under the laws of the State of Colorado (“Sparton Medical Colorado”), SPARTON BP MEDICAL DENVER, LLC, a limited liability co
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 8th, 2015 • Sparton Corp • Printed circuit boards • Illinois
THIS AGREEMENT will be effective as of the first day of employment which will be agreed upon by both parties (“the Effective Date”), and is made between SPARTON CORPORATION, an Ohio corporation, whose headquarters are located at 425 N. Martingale Road, Suite 1000, Schaumburg, IL 60173, hereafter called “the Corporation,” as the employer, and Joseph McCormack, hereafter called “the Executive,” as the employee.
ContractSparton Corp • September 7th, 2011 • Printed circuit boards
CERTAIN PORTIONS OF THESE MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED AND HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE AGREEMENT IS INDICATED BY A “[ ]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF SPARTON CORPORATION.
SEPARATION AGREEMENTSeparation Agreement • February 8th, 2016 • Sparton Corp • Printed circuit boards • Illinois
Sparton Corporation, an Ohio corporation (the “Company”), and Cary B. Wood (“Executive”) have entered into this Separation Agreement (this “Separation Agreement”) as of February 5, 2016 (the “Signing Date”).
MERGER TERMINATION AGREEMENTMerger Termination Agreement • March 5th, 2018 • Sparton Corp • Printed circuit boards • Ohio
This MERGER TERMINATION AGREEMENT (this “Agreement”), dated as of March 4, 2018, is by and among Ultra Electronics Holdings plc, a company organized under the Laws of England and Wales (“Parent”), Ultra Electronics Aneira Inc., an Ohio corporation and an indirect wholly-owned Subsidiary of Parent (“Merger Sub”), and Sparton Corporation, an Ohio corporation (the “Company” and, together with Parent and Merger Sub, the “Parties”). Capitalized terms used but not defined herein have the respective meanings given to them in the Merger Agreement (as defined below).
OPTION AGREEMENTOption Agreement • May 6th, 2010 • Sparton Corp • Printed circuit boards • New Mexico
This Option Agreement (“Agreement”) is made and entered into effective May 1, 2010 (“Effective Date”) by and between 9621 Coors LLC, a New Mexico limited liability company whose address is 9621 Coors NW, Albuquerque, New Mexico 87114 (“Purchaser”) and Sparton Technology, Inc., a New Mexico corporation whose address is 425 N. Martingale Road, Schaumberg, Illinois 60173 (“Seller”).
ContractSparton Corp • September 9th, 2014 • Printed circuit boards
CERTAIN PORTIONS OF THESE MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED AND HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE AGREEMENT IS INDICATED BY A “[ ]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF SPARTON CORPORATION.
PROMISSORY NOTE MODIFICATION AGREEMENTPromissory Note Modification Agreement • May 1st, 2009 • Sparton Corp • Printed circuit boards
THIS PROMISSORY NOTE MODIFICATION AGREEMENT (“Modification”) is dated as of April 30, 2009 but is effective as of May 1, 2009, by and between Sparton Corporation (“Borrower” or, if more than one (1), collectively “Borrower”) and National City Bank (“Bank”).
RETIREMENT AGREEMENT AND RELEASE OF ALL CLAIMSRetirement Agreement and Release of All Claims • April 9th, 2009 • Sparton Corp • Printed circuit boards • Michigan
This Retirement Agreement and Release of All Claims (“Agreement”) is made between Sparton Corporation (“Company”) and Richard Langley (“Executive”) as follows:
CERTAIN PORTIONS OF THESE MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED AND HAS BEEN SEPARATELY FILED WITH...Sparton Corp • September 7th, 2011 • Printed circuit boards
This subcontract is entered into by and between ERAPSCO (“ERAPSCO” or “Buyer”), a general partnership comprised of Sparton Electronics Florida, Inc. and UnderSea Sensor Systems Inc. (“USSI” or “Seller”), with offices located at 4578 East Park 30 Drive, Columbia City, Indiana 46725 and Sparton Electronics Florida, Inc., 5612 Johnson Lake Road, DeLeon Springs, Florida 32130 (“Sparton” or “Seller”). As such, ERAPSCO provides authorization for the Seller to perform requirements identified in the attached customer contract and as summarized herein.
ContractSparton Corp • September 7th, 2011 • Printed circuit boards
CERTAIN PORTIONS OF THESE MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED AND HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE AGREEMENT IS INDICATED BY A “[ ]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF SPARTON CORPORATION.
ContractSparton Corp • September 9th, 2014 • Printed circuit boards
CERTAIN PORTIONS OF THESE MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED AND HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE AGREEMENT IS INDICATED BY A “[ ]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF SPARTON CORPORATION.
ContractDescriptions and Specification • September 9th, 2014 • Sparton Corp • Printed circuit boards
CERTAIN PORTIONS OF THESE MATERIALS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”). THE NON-PUBLIC INFORMATION HAS BEEN OMITTED AND HAS BEEN SEPARATELY FILED WITH THE SEC. EACH REDACTED PORTION OF THE AGREEMENT IS INDICATED BY A “[ ]” AND IS SUBJECT TO THE REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC. THE REDACTED INFORMATION IS CONFIDENTIAL INFORMATION OF SPARTON CORPORATION.
THIRD MASTER AMENDMENT TO LOAN DOCUMENTS (Sparton Corporation — Line of Credit)Sparton Corp • January 28th, 2009 • Printed circuit boards • Michigan
This Third Master Amendment to Loan Documents (the “Third Amendment”) dated as of November 12, 2008 is made by and between Sparton Corporation, an Ohio corporation (“Borrower”); Sparton Medical Systems, Inc. f/k/a Astro Instrumentation, Inc., a Michigan corporation (“Sparton Medical”); Sparton Technology, Inc., a New Mexico corporation (“Sparton Technology”); Spartronics, Inc., a Michigan corporation (“Spartronics”); Sparton Electronics Florida, Inc., a Florida corporation (“Sparton Florida”) and Sparton of Canada, Limited, a Canadian corporation (“Sparton Canada”) (each of Sparton Medical, Sparton Technology, Spartronics, Sparton Florida and Sparton Canada may be referred individually as a “Guarantor” and collectively, as the “Guarantors”) and National City Bank, a national banking association (the “Lender”).
MODIFICATION AGREEMENTModification Agreement • June 19th, 2009 • Sparton Corp • Printed circuit boards
THIS MODIFICATION AGREEMENT (“Modification”) is dated as of June 15, 2009 (and is effective as of June 15, 2009), by and between SPARTON CORPORATION, an Ohio corporation (“Borrower”) and NATIONAL CITY BANK, a national banking association (“Lender”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 18th, 2012 • Sparton Corp • Printed circuit boards • Illinois
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“First Amendment”) shall be effective as of September 17, 2012 (“the Effective Date”), and is made between SPARTON CORPORATION, an Ohio Company, whose headquarters are located at 425 N. Martingale Road, Suite 2050, Schaumburg, IL 60173 (“Company”), as the employer, and Greg Slome (“Executive”), as the employee.
