AEROFLEX INCORPORATED AND EACH OF THE GUARANTORS PARTY HERETO 11.75% SENIOR NOTES DUE 2015Indenture • December 11th, 2008 • Aeroflex Inc • Semiconductors & related devices • New York
CREDIT AND GUARANTY AGREEMENT dated as of August 15, 2007 among AX ACQUISITION CORP., as Borrower, AX HOLDING CORP., as a Guarantor CERTAIN SUBSIDIARIES OF AEROFLEX INCORPORATED, collectively, as Guarantors, VARIOUS LENDERS, and GOLDMAN SACHS CREDIT...Credit and Guaranty Agreement • December 11th, 2008 • Aeroflex Inc • Semiconductors & related devices • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of August 15, 2007, is entered into by and among AX ACQUISITION CORP., a Delaware corporation (“AX Acquisition”), AX HOLDING CORP., a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), as Sole Lead Arranger, Sole Bookrunner and Syndication Agent (in such capacity, “Syndication Agent”).
EXCHANGEABLE SENIOR UNSECURED CREDIT AND GUARANTY AGREEMENT dated as of August 15, 2007 among AX ACQUISITION CORP., as Borrower, AX HOLDING CORP., as a Guarantor CERTAIN SUBSIDIARIES OF AEROFLEX INCORPORATED, collectively, as Guarantors, VARIOUS...Credit and Guaranty Agreement • December 11th, 2008 • Aeroflex Inc • Semiconductors & related devices • New York
This EXCHANGEABLE SENIOR UNSECURED CREDIT AND GUARANTY AGREEMENT, dated as of August 15, 2007, is entered into by and among AX ACQUISITION CORP., a Delaware corporation (“AX Acquisition”), AX HOLDING CORP., a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time and GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), as Sole Lead Arranger, Sole Bookrunner and Syndication Agent (in such capacity, “Syndication Agent”).
Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • December 11th, 2008 • Aeroflex Inc • Semiconductors & related devices • New York
Aeroflex Incorporated, a Delaware corporation (the “Company”), proposes to issue and sell to the Purchaser (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $225.0 million in aggregate principal amount of its 11.75% Senior Notes due 2015, which are unconditionally guaranteed by the Guarantors (as defined herein). As an inducement to the Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchaser thereunder, the Company and the Guarantors agree with the Purchaser for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
STOCK PURCHASE AGREEMENT BETWEEN AEROFLEX INCORPORATED (“Seller”) AND STAR DYNAMICS HOLDINGS, LLC AND TAZ VENTURES, LLC (“Buyers”) DATED AS OF MAY 15, 2008Stock Purchase Agreement • December 11th, 2008 • Aeroflex Inc • Semiconductors & related devices • New York
This Stock Purchase Agreement (the “Agreement”), dated as of May 15, 2008, is made by and between AEROFLEX INCORPORATED, a Delaware corporation (“Seller”), And STAR DYNAMICS HOLDINGS, LLC AND TAZ VENTURES, LLC, each a limited liability company under the laws of the State of Florida (hereinafter jointly and severally referred to herein as “Buyer”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 11th, 2008 • Aeroflex Inc • Semiconductors & related devices • New York
THIS EMPLOYMENT AGREEMENT (this "Agreement"), made and entered into as of August 15, 2007 (the "Effective Date"), by and between Aeroflex Incorporated, a Delaware corporation, with its principal office located at 35 South Service Road, Plainview, New York 11803 (together with its successors and assigns permitted under this Agreement, "Aeroflex") and Leonard Borow, who resides at 7582 Isla Berde Way, Delray Beach, Florida 33446 ("Borow"), amends and restates in its entirety the original agreement made and entered into as of March 1, 1999 between Aeroflex and Borow, as subsequently amended (the "Prior Agreement").
ADVISORY AGREEMENTAdvisory Agreement • December 11th, 2008 • Aeroflex Inc • Semiconductors & related devices • New York
ADVISORY AGREEMENT made this 15th day of August, 2007, by and among VGG Holding LLC, a Delaware limited liability company ("VGG Holding"), AX Holding Corp., a Delaware corporation ("Holding"), Aeroflex Incorporated, a Delaware corporation ("Aeroflex" and, together with Holding, the "Companies" and each, a "Company"), Veritas Capital Fund Management, L.L.C., a Delaware limited liability company ("Veritas"), GGC Administration, LLC, a Delaware limited liability company ("Golden Gate"), and Goldman, Sachs & Co. ("Goldman") (each an "Advisor" and collectively, the "Advisors").
PLEDGE AND SECURITY AGREEMENT dated as of August 15, 2007 between EACH OF THE GRANTORS PARTY HERETO and GOLDMAN SACHS CREDIT PARTNERS L.P., as Collateral AgentPledge and Security Agreement • December 11th, 2008 • Aeroflex Inc • Semiconductors & related devices • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of August 15, 2007 (this “Agreement”), between AX HOLDING CORP., a Delaware corporation (“Holdings”), AX ACQUISITION CORP., a Delaware corporation (and its successor by merger, Aeroflex Incorporated, as “Borrower”) and each of the subsidiaries of Holdings or the Borrower party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and GOLDMAN SACHS CREDIT PARTNERS L.P., as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, together with its successors and permitted assigns, the “Collateral Agent”).
SENIOR SUBORDINATED UNSECURED CREDIT AND GUARANTY AGREEMENT dated as of September 21, 2007 among AEROFLEX INCORPORATED as Borrower, CERTAIN SUBSIDIARIES OF AEROFLEX INCORPORATED, collectively, as Guarantors, VARIOUS LENDERS, and GOLDMAN SACHS CREDIT...Credit and Guaranty Agreement • December 11th, 2008 • Aeroflex Inc • Semiconductors & related devices • New York
This SENIOR SUBORDINATED UNSECURED CREDIT AND GUARANTY AGREEMENT, dated as of September 21, 2007, is entered into by and among AEROFLEX INCORPORATED, a Delaware corporation (“Aeroflex”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time and GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), as Sole Lead Arranger, Sole Bookrunner and Syndication Agent (in such capacity, “Syndication Agent”).
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • December 11th, 2008 • Aeroflex Inc • Semiconductors & related devices
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (“Amendment No. 2”) made effectively as of the 17th day of December, 2007 by and between Aeroflex Incorporated, a Delaware corporation ( together with its successors and assigns, the ACompany@) and Carl Caruso (hereinafter the AEmployee@).
TEST EVOLUTION CORPORATION SERIES A-1 PREFERRED STOCK PURCHASE AGREEMENT October 1, 2007Series a-1 Preferred Stock Purchase Agreement • December 11th, 2008 • Aeroflex Inc • Semiconductors & related devices • Delaware
THIS SERIES A-1 PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 1st day of October, 2007 by and between Test Evolution Corporation, a Delaware corporation (the “Company”), Lev Alperovich, an individual and principal stockholder of the Company (“Alperovich”) and the investor listed on Exhibit A attached to this Agreement (the “Purchaser”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • December 11th, 2008 • Aeroflex Inc • Semiconductors & related devices
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (“Amendment No. 1”) made effectively as of the ___ day of July, 2008 by and between Aeroflex Incorporated, a Delaware corporation ( together with its successors and assigns, the ACompany@) and Charles Badlato (hereinafter the AEmployee@).
EMPLOYMENT AGREEMENTEmployment Agreement • December 11th, 2008 • Aeroflex Inc • Semiconductors & related devices • New York
THIS EMPLOYMENT AGREEMENT (this "Agreement"), made and entered into as of August 15, 2007 (the "Effective Date"), by and between Aeroflex Incorporated, a Delaware corporation, with its principal office located at 35 South Service Road, Plainview, New York 11803 (together with its successors and assigns permitted under this Agreement, "Aeroflex") and John E. Buyko, who resides at 28 Beaumont Drive, Dix Hills, New York 11747 ("Buyko"), amends and restates in its entirety the original agreement made and entered into as of December 5, 2006 between Aeroflex and Buyko, (the "Prior Agreement").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 11th, 2008 • Aeroflex Inc • Semiconductors & related devices • New York
STOCK PURCHASE AGREEMENT made as of the __ day of April, 2007, among Aeroflex Incorporated, a Delaware corporation having its principal place of business at 35 South Service Road, PO Box 6022, Plainview, NY 11803, (the “Purchaser”), and James Morgan residing at 16 Cabot Way Bedford, N. H. 03110 (“Morgan”), Fred Gilligan residing at 914 Back Mountain Road, Goffsttown, N. H. 03045 (“Gilligan”), Donna Langan residing at 4 Westway Road, Wayland, MA 01778 (“Langan”), Robert Fallon residing at 810 Washington Street, Stoughton, MA 02072 (who, together with Charles Fallon and Brian Fallon, family members to whom he conveyed an interest in his shares of Micro-Metrics, Inc. common stock, “Fallon”), John R.Williams PO Box 684, Rockport, Maine 04856 (“Williams”), and Ernest Joly, 17620 Caminto Balata, San Diego, California 92128 (“Joly”), as the actual or putative owners of all of the issued and outstanding capital stock of MICRO-METRICS, INC., a New Hampshire corporation having its principal plac
EXECUTION COPY Share Purchase Agreement between Aeroflex Incorporated and The Sellers named herein regarding the shares in Gaisler Research ABShare Purchase Agreement • December 11th, 2008 • Aeroflex Inc • Semiconductors & related devices
This SHARE PURCHASE AGREEMENT is made as of the 30th day of June, 2008 (the “Agreement”), among Aeroflex Incorporated, a Delaware corporation having its principal place of business at 35 South Service Road, PO Box 6022, Plainview, NY 11803 (the “Purchaser”), and Jiri Gaisler residing at Molinsgatan 19, 41133 Gothenburg, Sweden (“Gaisler”), Per Danielsson, residing at Första Långgatan 6, 41303 Gothenburg, Sweden (“Danielsson”) and Sandi Habinc, residing at Bassåsv’gen 24, 43655 Hovås, Sweden (“Habinc”, and together with Aktiebolaget Grundstenen 121346 changing name to Habinc Invest AB, reg.nr. 556755-0628 (“Habinc AB”) to whom Habinc conveyed his shares of Gaisler Research AB prior to the date hereof, jointly and severally, the “Habinc Group”), as the actual or putative owners of all of the issued and outstanding shares of Gaisler Research AB, reg.nr. 556660-0994, having its registered office at Gothenburg, Sweden (the “Company”). Gaisler, Danielsson and the Habinc Group (or where the c
AEROFLEX INCORPORATEDPurchase Agreement • December 11th, 2008 • Aeroflex Inc • Semiconductors & related devices • New York
Aeroflex Incorporated, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Goldman, Sachs & Co. (the “Purchaser”) an aggregate of $225.0 million principal amount of 11.75% Senior Notes due 2015, as specified above (the “Securities”). The Securities are to be issued pursuant to an indenture (the “Indenture”) among the Company, the Guarantors (as defined below) and The Bank of New York, as trustee (the “Trustee”). The Securities will be unconditionally guaranteed as to the payment of principal, premium and interest (including special interest, if any), (the “Guarantees”), by the parties listed in Schedule III hereto (each a “Guarantor,” and collectively, the “Guarantors”).
