EMPLOYMENT AGREEMENTEmployment Agreement • October 7th, 2009 • STR Holdings (New) LLC • New York
This Employment Agreement (the “Agreement”), dated as of August 17, 2009, is made by and between SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (together with any successor thereto, the “Company”), and MARK A. DUFFY, of Naperville, Illinois (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2009 • STR Holdings (New) LLC • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of , 2009, among STR Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the Persons named on the signature pages hereto (including any additional signatories to this Agreement after the date hereof, the “Stockholders”).
INDEMNITY AGREEMENTIndemnity Agreement • October 7th, 2009 • STR Holdings (New) LLC • Delaware
This Indemnity Agreement (“Agreement”) is made as of , 2009 by and between STR Holdings, Inc. a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
ContractSTR Holdings (New) LLC • October 7th, 2009 • New York
AMENDMENT No. 1 dated as of October 5, 2009 (this “Amendment”), to the Second Lien Credit Agreement dated as of June 15, 2007 as amended, supplemented or otherwise modified (the “Credit Agreement”), among STR ACQUISITION INC., a Delaware corporation which substantially simultaneously with the execution thereof merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Existing Holdings”), the Lenders (as defined in the Credit Agreement), and CREDIT SUISSE, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity the “Collateral Agent”) for the Lenders.
INCENTIVE UNIT GRANT AGREEMENTIncentive Unit Grant Agreement • October 7th, 2009 • STR Holdings (New) LLC • New York
THIS INCENTIVE UNIT GRANT AGREEMENT is made as of , 2007 (the “Agreement”), by and between STR Holdings LLC, a Delaware limited liability company (the “Company”) and (the “Grantee”).
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 15, 2007 among STR ACQUISITION, INC., STR HOLDINGS LLC, the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE, as Collateral AgentSecond Lien Guarantee and Collateral Agreement • October 7th, 2009 • STR Holdings (New) LLC • New York
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 15, 2007 (this “Agreement”), among STR ACQUISITION, INC., a Delaware corporation, which substantially simultaneously with the execution hereof shall be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (“STR”), with STR being the surviving entity (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE (“Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”).
SECOND LIEN CREDIT AGREEMENT dated as of June 15, 2007 among STR ACQUISITION, INC., (to be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC.) STR HOLDINGS LLC, THE LENDERS PARTY HERETO, CREDIT SUISSE, as Administrative Agent and Collateral AgentSecond Lien Credit Agreement • October 7th, 2009 • STR Holdings (New) LLC • New York
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 15, 2007 (this “Agreement”), among STR ACQUISITION, INC., a Delaware corporation, which substantially simultaneously with the execution hereof shall be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (“STR”), with STR being the surviving entity (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE (“Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”).
NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • October 7th, 2009 • STR Holdings (New) LLC • Delaware
THIS AGREEMENT (the “Award Agreement”) is made effective as of [ ] (the “Date of Grant”) between STR Holdings, Inc., a Delaware corporation (with any successor, the “Company”), and [ ] (the “Participant”):
INTERCREDITOR AGREEMENT dated as of June 15, 2007, among STR ACQUISITION, INC., as Borrower, STR HOLDINGS LLC as Holdings,Intercreditor Agreement • October 7th, 2009 • STR Holdings (New) LLC • New York
INTERCREDITOR AGREEMENT dated as of June 15, 2007 (this “Agreement”), STR ACQUISITION, INC., a Delaware corporation, which substantially simultaneously with the execution hereof shall be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Holdings”), CREDIT SUISSE, as collateral agent for the First Lien Lenders (as defined below) (in such capacity the “First Lien Collateral Agent”), and CREDIT SUISSE, as collateral agent for the Second Lien Lenders (as defined below) (in such capacity, the “Second Lien Collateral Agent”).
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 15, 2007 among STR ACQUISITION, INC., STR HOLDINGS LLC, the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE, as Collateral AgentFirst Lien Guarantee and Collateral Agreement • October 7th, 2009 • STR Holdings (New) LLC • New York
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 15, 2007 (this “Agreement”), among STR ACQUISITION, INC., a Delaware corporation, which substantially simultaneously with the execution hereof shall be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (“STR”), with STR being the surviving entity (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE (“Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”).
FIRST LIEN CREDIT AGREEMENT dated as of June15, 2007 among STR ACQUISITION, INC., (to be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC.) STR HOLDINGS LLC, THE LENDERS PARTY HERETO, CREDIT SUISSE, as Administrative Agent and Collateral AgentFirst Lien Guarantee and Collateral Agreement • October 7th, 2009 • STR Holdings (New) LLC • New York
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 15, 2007 (this “Agreement”), among STR ACQUISITION, INC., a Delaware corporation, which substantially simultaneously with the execution hereof shall be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (“STR”), with STR being the surviving entity (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE (“Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”).
AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN SPECIALIZED TECHNOLOGY RESOURCES, INC. AND DENNIS L. JILOTEmployment Agreement • October 7th, 2009 • STR Holdings (New) LLC • Nevada
This Amendment (the “Amendment”) to that certain Employment Agreement (the “Agreement”) by and between Specialized Technology Resources, Inc., a Delaware corporation (together with any successor thereto, the “Company”) and Dennis L. Jilot (the “Executive”), dated as of July 18, 2008, is made as of the date hereof by and between the Company and the Executive.
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STR HOLDINGS LLCLimited Liability Company Agreement • October 7th, 2009 • STR Holdings (New) LLC • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of STR Holdings LLC (the “Company”) is made and entered into as of this 20th day of March, 2008 (the “Effective Date”), by and among the Company and each of the Persons listed on the signature pages hereof as Members.
SUBSCRIPTION AGREEMENTSubscription Agreement • October 7th, 2009 • STR Holdings (New) LLC • Delaware
This SUBSCRIPTION AGREEMENT, dated as of September 30, 2009 (this “Agreement”), is by and between Specialized Technology Resources, Inc. (the “Subscriber”), and STR Holdings (New) LLC (the “Company”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 7th, 2009 • STR Holdings (New) LLC • New York
THIS AGREEMENT is made as of June 15, 2007 (the “Agreement”), by and among STR Holdings LLC, a Delaware limited liability company (the “Company”) and the individuals and entities listed on the signature pages attached hereto (collectively, the “Purchasers” and, each individually a “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 7th, 2009 • STR Holdings (New) LLC • New York
THIS AGREEMENT is made as of June 15, 2007 (the “Agreement”), by and among STR Holdings LLC, a Delaware limited liability company (the “Company”) and the individuals and entities listed on the signature pages attached hereto (collectively, the “Purchasers” and, each individually a “Purchaser”).
ADVISORY SERVICES AND MONITORING AGREEMENT EVERGREEN CAPITAL PARTNERS, LLCAdvisory Services and Monitoring Agreement • October 7th, 2009 • STR Holdings (New) LLC • New York
This Advisory Services and Monitoring Agreement (this “Agreement”) is entered into as of June 15, 2007, by and among Specialized Technology Resources, Inc. (the “Company”) and Evergreen Capital Partners, LLC (“Evergreen”).
ADVISORY SERVICES AND MONITORING AGREEMENTAdvisory Services and Monitoring Agreement • October 7th, 2009 • STR Holdings (New) LLC • New York
This Advisory Services and Monitoring Agreement (this “Agreement”) is entered into as of June 15, 2007, by and among Specialized Technology Resources, Inc. (the “Company”), DLJ Merchant Banking, Inc. (“DLJMB”), Westwind STR Advisors, LLC (“Stone”) and Dennis L. Jilot (“Jilot”) (DLJMB, Stone and Jilot each an “Advisor” and, collectively, the “Advisors”)
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among STR HOLDINGS LLC, STR ACQUISITION, INC. and SPECIALIZED TECHNOLOGY RESOURCES, INC. Dated as of June 15, 2007Summary of Terms for Employment Agreement • October 7th, 2009 • STR Holdings (New) LLC • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of June 15, 2007 (this “Agreement”), is among STR Holdings LLC, a Delaware limited liability company and successor to STR Holdings, Inc. (the “Acquiror”), STR Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of the Acquiror (“Sub”) and Specialized Technology Resources, Inc., a Delaware corporation (the “Company”).
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • October 7th, 2009 • STR Holdings (New) LLC • Delaware
This Limited Liability Company Agreement (this “Agreement”) of STR Holdings (New) LLC is entered into this 30th day of September, 2009 by Specialized Technology Resources, Inc. (the “Member”) pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).
