AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CEMPRUS, LLC A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Operating Agreement • January 25th, 2011 • Stratus Technologies Bermuda Holdings Ltd. • Electronic computers • Delaware
This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) is entered into as of February 11, 2003 with respect to Cemprus, LLC (the “Company”).
SUBSCRIPTION AND SHAREHOLDERS AGREEMENTSubscription and Shareholders Agreement • January 25th, 2011 • Stratus Technologies Bermuda Holdings Ltd. • Electronic computers • New York
THIS SUBSCRIPTION AND SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into as of April 8, 2010, among Stratus Technologies Bermuda Holdings Ltd., a Bermuda limited liability company (the “Company”), Technology Holdings Ltd., a Bermuda limited liability company and the Company’s majority shareholder (“Technology Holdings”), the Note Purchaser Shareholders (as defined below) and the Second Lien Shareholders (as defined below and, collectively with Technology Holdings and the Note Purchaser Shareholders, the “Shareholders”).
PURCHASE AND DISTRIBUTION AGREEMENT BY AND BETWEEN STRATUS TECHNOLOGIES IRELAND, LTD AND NEC CORPORATION November 25, 2005Purchase and Distribution Agreement • January 25th, 2011 • Stratus Technologies Bermuda Holdings Ltd. • Electronic computers • New York
This Purchase and Distribution Agreement (“Agreement”), is made and entered into as of November 25, 2005 (the “Effective Date”) by and between Stratus Technologies Ireland Ltd., an Irish corporation with offices at College Business & Technology Park, Blanchardstown Road North, Blanchardstown, Dublin 1, Republic of Ireland, in its own behalf and on behalf of its Affiliates, as hereinafter defined (“collectively, Stratus”) and NEC Corporation, a Japanese corporation with offices at 7-1, Shiba 5-chome, Minato-ku, Tokyo 108-8001, Japan, in its own behalf and on behalf of its Affiliates, (collectively “NEC”).
SHARE PURCHASE AND SHAREHOLDER AGREEMENTShare Purchase and Shareholder Agreement • January 25th, 2011 • Stratus Technologies Bermuda Holdings Ltd. • Electronic computers • New York
This Share Purchase and Shareholder Agreement (this “Agreement”), is entered into as of April 5, 2000, by and between STRATUS COMPUTER SYSTEMS INTERNATIONAL S.A., a public limited liability company incorporated under the laws of the Grand-Duchy of Luxembourg, with its registered office at 10, rue Antone Jans in L-1820, Luxembourg, registered with the Luxembourg Trade and Companies Registry under the number B 68 862 (the “Company”), and NEC Corporation, a Japanese corporation with its principal place of business at 7-1, Shiba 5-chome, Minato-ku, Tokyo 108-8001, Japan (the “Investor”).
NOTE GUARANTEENote Guarantee • January 25th, 2011 • Stratus Technologies Bermuda Holdings Ltd. • Electronic computers • New York
NOTE GUARANTEE, dated as of April 8, 2010 (this “Guarantee”), made by each of the corporations that are signatories hereto (the “Guarantors”), in favor of The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”) for the Holders (as defined in the Indenture (as hereafter defined)).
EMPLOYEE STOCK OPTION AGREEMENT PURSUANT TO THE STRATUS TECHNOLOGIES, INC. STOCK INCENTIVE PLANEmployee Stock Option Agreement • January 25th, 2011 • Stratus Technologies Bermuda Holdings Ltd. • Electronic computers • New York
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made as of «Option_Date» (the “Grant Date”), between Stratus Technologies Inc., a Delaware corporation (the “Company”), Stratus Technologies Bermuda Holdings Ltd., a company organized under the laws of Bermuda, and «FName» «LName» (the “Optionee”).
AMENDMENT TO AGREEMENT FOR MANAGEMENT ADVISORY, STRATEGIC PLANNING AND CONSULTING SERVICESManagement Advisory, Strategic Planning and Consulting Services Agreement • January 25th, 2011 • Stratus Technologies Bermuda Holdings Ltd. • Electronic computers • New York
This amendment to the Agreement for Management Advisory, Strategic Planning and Consulting Services is dated April 8, 2010 and is between MidOcean US Advisor, LP, a Delaware limited partnership (“MidOcean”) and Stratus Technologies, Inc., a Delaware corporation (“Stratus”).
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • January 25th, 2011 • Stratus Technologies Bermuda Holdings Ltd. • Electronic computers • New York
INDENTURE COLLATERAL AGREEMENTIndenture Collateral Agreement • January 25th, 2011 • Stratus Technologies Bermuda Holdings Ltd. • Electronic computers • New York
INDENTURE COLLATERAL AGREEMENT, dated as of April 8, 2010, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (“BNYM”), as collateral agent (together with any successor collateral agent, the “Collateral Agent”) for the benefit of the Indenture Claimholders (as defined below):
REVOLVING CREDIT AGREEMENT dated as of April 8, 2010 among STRATUS TECHNOLOGIES, INC., as Borrower STRATUS TECHNOLOGIES BERMUDA LTD., STRATUS TECHNOLOGIES BERMUDA HOLDINGS LTD., THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, JEFFERIES FINANCE...Revolving Credit Agreement • January 25th, 2011 • Stratus Technologies Bermuda Holdings Ltd. • Electronic computers • New York
REVOLVING CREDIT AGREEMENT, dated as of April 8, 2010, among STRATUS TECHNOLOGIES BERMUDA HOLDINGS LTD., an exempted limited liability company under the laws of Bermuda (“Bermuda Holdings”), STRATUS TECHNOLOGIES BERMUDA LTD., an exempted limited liability company under the laws of Bermuda (“Stratus Bermuda”), STRATUS TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), the several lenders from time to time parties hereto (the “Lenders”), JEFFERIES FINANCE LLC, as syndication agent (in such capacity, the “Syndication Agent”), JEFFERIES FINANCE LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and JEFFERIES FINANCE LLC, as sole lead arranger and sole bookrunner (in such capacities, the “Lead Arranger”).
COLLABORATION AND LICENSING AGREEMENT Between NEC Corporation and Stratus Technologies Bermuda Ltd. November 25, 2005Collaboration and Licensing Agreement • January 25th, 2011 • Stratus Technologies Bermuda Holdings Ltd. • Electronic computers • New York
This Collaboration and Licensing Agreement (“Agreement”) is made and entered into as of the 25th day of November 2005, (hereinafter “Effective Date”), by and between Stratus Technologies Bermuda Ltd., a Bermuda corporation with its principle place of business at Milner House, 18 Parliament Street, Hamilton HM 12, Bermuda (hereinafter “Stratus”), and NEC Corporation, a Japanese corporation, having its principle place of business at 7-1, Shiba 5-chome, Minato-ku, Tokyo 108-8001, Japan (hereinafter “NEC”).
SHARE PURCHASE AND SHAREHOLDERS AGREEMENTShare Purchase and Shareholders Agreement • January 25th, 2011 • Stratus Technologies Bermuda Holdings Ltd. • Electronic computers • New York
This Share Purchase and Shareholders Agreement (this “Agreement”) is made as of ____________________among Stratus Technologies Group, S.A., a Luxembourg company (the “Company”), the individual identified on the signature page hereof (“Employee”) and the direct or indirect subsidiary of the Company that employs the Employee identified on the signature page hereof (the “Employer”).
215,000,000 215,000 Units consisting of $480 principal amount of 12% Senior Secured Notes due 2015 of STRATUS TECHNOLOGIES BERMUDA LTD. and $520 principal amount of 12% Senior Secured Notes due 2015 of STRATUS TECHNOLOGIES, INC. REGISTRATION RIGHTS...Registration Rights Agreement • January 25th, 2011 • Stratus Technologies Bermuda Holdings Ltd. • Electronic computers • New York
Stratus Technologies Bermuda Ltd., a company formed under the laws of Bermuda (the “Bermuda Issuer”) and Stratus Technologies, Inc., a Delaware corporation (the “U.S. Issuer” and, together with the Bermuda Issuer, the “Issuers”) are issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement dated March 31, 2010 (the “Purchase Agreement”), by and among the Issuers, the Initial Purchaser and the guarantors named therein (each such entity, a “Guarantor”), 215,000 Units (each a “Unit” and, collectively, the “Units”), each Unit consisting of $480 principal amount of 12% Senior Secured Notes due 2015 issued by the Bermuda Issuer (the “Bermuda Issuer Notes”) and $520 principal amount of 12% Senior Secured Notes due 2015 issued by the U.S. Issuer (the “U.S. Issuer Notes” and together with the Bermuda Issuer Notes, the “Notes”). For purposes of this Agreement, Units shall exclude the 20.61 ordinary shares of Stratus Technologie
MANAGEMENT STOCK OPTION AGREEMENT PURSUANT TO THE STRATUS TECHNOLOGIES, INC. STOCK INCENTIVE PLANManagement Stock Option Agreement • January 25th, 2011 • Stratus Technologies Bermuda Holdings Ltd. • Electronic computers • New York
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made as of «Option_Date» (the “Grant Date”), between Stratus Technologies Inc., a Delaware corporation (the “Company”), Stratus Technologies Bermuda Holdings Ltd., a company organized under the laws of Bermuda, and «FName» «LName» (the “Optionee”).
AGREEMENT FOR MANAGEMENT ADVISORY, STRATEGIC PLANNING AND CONSULTING SERVICESAgreement for Management Advisory, Strategic Planning and Consulting Services • January 25th, 2011 • Stratus Technologies Bermuda Holdings Ltd. • Electronic computers • Delaware
THIS AGREEMENT is made effective as of the first day of October 2005 (the “Effective Date”), by and between Investcorp International, Inc., a Delaware corporation (“III”), and Stratus Technologies, Inc., a Delaware corporation (“Stratus”).
AMENDMENT TO AGREEMENT FOR MANAGEMENT ADVISORY, STRATEGIC PLANNING AND CONSULTING SERVICESAgreement for Management Advisory, Strategic Planning and Consulting Services • January 25th, 2011 • Stratus Technologies Bermuda Holdings Ltd. • Electronic computers • New York
This amendment to the Agreement for Management Advisory, Strategic Planning and Consulting Services is dated April 8, 2010 and is between Investcorp International, Inc., a Delaware corporation (“III”) and Stratus Technologies, Inc., a Delaware corporation (“Stratus”).
FIRST AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT dated as of August 28, 2006 among STRATUS TECHNOLOGIES, INC. and STRATUS TECHNOLOGIES BERMUDA LTD., as Borrowers THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO DEUTSCHE BANK TRUST COMPANY...Second Lien Credit Agreement • January 25th, 2011 • Stratus Technologies Bermuda Holdings Ltd. • Electronic computers • New York
* Unless expressly stated otherwise in the text of the Agreement, references to Schedules and Exhibits are deemed to be references to the Schedules and Exhibits in the form appended to the Original Credit Agreement.
PUT OPTION AGREEMENTPut Option Agreement • January 25th, 2011 • Stratus Technologies Bermuda Holdings Ltd. • Electronic computers • New York
THIS PUT OPTION AGREEMENT (this “Agreement”) is made as of December 12, 2005 by and between STRATUS TECHNOLOGIES GROUP, S.A., a Luxembourg sociêté anonyme (the “Company”), and _____________, an individual (“Holder”).
AGREEMENT FOR MANAGEMENT ADVISORY, STRATEGIC PLANNING AND CONSULTING SERVICESManagement Advisory Agreement • January 25th, 2011 • Stratus Technologies Bermuda Holdings Ltd. • Electronic computers • Delaware
THIS AGREEMENT is made effective as of the first day of October 2005 (the “Effective Date”), by and between MidOcean US Advisor, LP, a Delaware limited partnership (“MidOcean”); and Stratus Technologies, Inc., a Delaware corporation (“Stratus”).
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • January 25th, 2011 • Stratus Technologies Bermuda Holdings Ltd. • Electronic computers • New York
This FIRST AMENDMENT TO FIRST AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT (this “Amendment”) is dated as of June 5, 2007 and is entered into by and among STRATUS TECHNOLOGIES, INC., a Delaware corporation (the “U.S. Borrower”), STRATUS TECHNOLOGIES BERMUDA LTD., an exempted limited liability company under the laws of Bermuda (the “Bermuda Borrower”, and together with the U.S. Borrower the “Borrowers”), CERTAIN FINANCIAL INSTITUTIONS listed on the signature pages hereto (the “Lenders”),DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as Administrative Agent (in such capacity, the “Administrative Agent”).
SHARE PURCHASE AND SHAREHOLDER AGREEMENTShare Purchase and Shareholder Agreement • January 25th, 2011 • Stratus Technologies Bermuda Holdings Ltd. • Electronic computers • New York
This Share Purchase and Shareholder Agreement (this “Agreement”), is dated as of November 25, 2005, by and between STRATUS TECHNOLOGY GROUP S.A., a public limited liability company incorporated under the laws of the Grand-Duchy of Luxembourg, with its registered office at 123, Avenue de X Septembre, L-2551 Luxembourg, registered with the Luxembourg Trade and Companies Registry under the number B 68 862 (the “Company”), and NEC Corporation, a Japanese corporation with its principal place of business at 7-1, Shiba 5-chome, Minato-ku, Tokyo 108-8001, Japan (the “Investor”).
STRATUS TECHNOLOGIES GROUP, S.A. AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • January 25th, 2011 • Stratus Technologies Bermuda Holdings Ltd. • Electronic computers • New York
This Shareholders Agreement (this “Agreement”) is made and entered into as of May 23, 2002 by and among Stratus Technologies Group, S.A. (formerly known as Stratus Computer Systems International S.A.), a Luxembourg société anonyme (the “Company”), Investcorp Stratus Limited Partnership, a Cayman Islands limited partnership and Stratus Holdings Limited, a Cayman Islands corporation (collectively, the “Ordinary Investor”), the Persons (as defined below) listed on Schedule I hereto (the “Series A Investors”) and the Persons listed on Schedule II hereto (the “Series B Investors” and collectively with the Series A Investors, the “Investors”) as well as the Persons listed on Schedule III hereto (the “Management Shareholders” and collectively with the Ordinary Investor and the Investors, and in each case including their respective permitted transferees, the “Shareholders”).
AMENDED AND RESTATED INTERCREDITOR AGREEMENT among STRATUS TECHNOLOGIES, INC. and STRATUS TECHNOLOGIES BERMUDA LTD., as Borrowers JEFFERIES FINANCE LLC, as Super Priority Agent THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral Agent and...Intercreditor Agreement • January 25th, 2011 • Stratus Technologies Bermuda Holdings Ltd. • Electronic computers • New York
