0001104659-04-011073 Sample Contracts

CREDIT AGREEMENT dated April 8, 2004 among AXSYS TECHNOLOGIES, INC., as Borrower, THE SUBSIDIARY GUARANTORS PARTY HERETO as Subsidiary Guarantors, and FLEET NATIONAL BANK
Credit Agreement • April 23rd, 2004 • Axsys Technologies Inc • Optical instruments & lenses • Connecticut

Credit Agreement dated and effective as of April 8, 2004 among AXSYS TECHNOLOGIES, INC., a Delaware corporation with its chief executive office and principal place of business located at 175 Capital Boulevard, Suite 103, Rocky Hill, Connecticut 06067 (the “Borrower”), the Subsidiary Guarantors (such term and each other capitalized term used by not defined herein having the meaning given to it in Article I) and FLEET NATIONAL BANK, a national banking institution having an office at 777 Main Street, Hartford, Connecticut 06115 (the “Bank”).

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • April 23rd, 2004 • Axsys Technologies Inc • Optical instruments & lenses • New York

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 8, 2004, is by and among Telic Optics, Inc., a Massachusetts corporation (“Target”), the stockholders of Target set forth on the signature pages hereto (collectively, the “Principal Stockholders”), Axsys Technologies, Inc., a Delaware corporation (“Acquirer”), and Bifocal Acquisition Corp., a Massachusetts corporation (“Merger Sub”).

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