Stratus Technologies, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by Stratus Technologies International, S.à r.l., Stratus Equity S.à r.l., SRA Technologies Cyprus, Ltd., Stratus Technologies Bermuda,...Stratus Technologies International Sarl • February 12th, 2004 • New York
Stratus Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 10.375% Senior Notes due 2008 which are unconditionally guaranteed by Stratus Technologies International, S.à r.l., Stratus Equity S.à r.l., SRA Technologies Cyprus, Ltd., Stratus Technologies Bermuda, Ltd., Stratus Technologies Ireland Limited, Stratus Research & Development Ltd., Cemprus, LLC and Cemprus Technologies, Inc. (each a “Guarantor” and collectively, the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors, jointly and severally, agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
MICROSOFT LICENSE AGREEMENT FOR SERVER OPERATING SYSTEM PRODUCTSLicense Agreement • February 12th, 2004 • Stratus Technologies International Sarl
This License Agreement (“License Agreement”) is made and entered into as of the effective date set forth above (“License Effective Date”), by and between MICROSOFT LICENSING, INC. (“MS” or “Microsoft Licensing, Inc.”), and the company specified above (“COMPANY”). Notwithstanding anything to the contrary in the BTD (as defined herein), on or after August 1, 2003, this License Agreement and any related agreement(s) to which MS is a party or is benefited by may be assigned by and among MS and either (a) a direct or indirect wholly owned subsidiary of MSCORP, if such subsidiary is any type of entity other than a partnership, or (b) a general partnership in which MSCORP is a general partner. From and after such transfer(s), all references to “MS” contained in this License Agreement, the BTD incorporated herein, or any related documents or items shall refer to the assignee identified in the applicable assignment notice(s) to COMPANY.
MANUFACTURING SERVICES AND PRODUCT SUPPLY AGREEMENTEquipment Loan Agreement • February 12th, 2004 • Stratus Technologies International Sarl • Texas
This Agreement is made as of as of February 27, 2002, (the “Effective Date”) by and between Benchmark Electronics, Inc., a Texas corporation with its principal place of business at 3000 Technology Drive, Angleton, Texas, USA, and its wholly owned subsidiary company, BEI Electronics Ireland Limited, a private unlimited company organized under the laws of the Republic of Ireland with its principal place of business at BLANCHARDSTOWN INDUSTRIAL PARK, DUBLIN 15, (collectively “Benchmark”) and Stratus Technologies Ireland Limited with offices at College Business and Technology Park, Blanchardstown Road North, Blanchardstown, Dublin 15, Ireland. (“STRATUS”).
MANAGEMENT STOCK OPTION AGREEMENT PURSUANT TO THE STRATUS TECHNOLOGIES, INC. STOCK INCENTIVE PLANManagement Stock Option Agreement • February 12th, 2004 • Stratus Technologies International Sarl • 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 Group, S.A., a company organized under the laws of Luxembourg, and «FName» «LName» (the “Optionee”).
Manufacturing Agreement For Build-To-Print Systems (“BTP”) Agreement No. by and between Solectron South Carolina, a South Carolina Corporation and Stratus Computer Systems, S.a.r.l., Luxembourg (“Customer”) Attachments to this BTP Agreement:...Agreement • February 12th, 2004 • Stratus Technologies International Sarl • California
This Manufacturing Agreement (“Agreement”) is entered into as of April 14, 2000 by Solectron South Carolina, a South Carolina Corporation (“Solectron”), with a principal place of business located at 1000 Technology Drive, West Columbia, South Carolina 29170 and Stratus Computer Systems, S.à r.l., Luxembourg (“Customer”) whose principal place of business is located at Zugestr. 76, 6340, Baar, Switzerland.
PARENT GUARANTEEParent Guarantee • February 12th, 2004 • Stratus Technologies International Sarl • New York
PARENT GUARANTEE, dated as of November 18, 2003, made by each of the corporations that are signatories hereto (the “Guarantors”), in favor of JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent (in such capacity, the “Administrative Agent”) for the several lenders (the “Lenders”) from time to time parties to the Credit Agreement (as hereafter defined).
ASSIGNMENT AND ASSUMPTION AGREEMENTPossession and Attornment Agreement • February 12th, 2004 • Stratus Technologies International Sarl • Massachusetts
Stratus Technologies, Inc. 10.375% Senior Notes due 2008Purchase Agreement • February 12th, 2004 • Stratus Technologies International Sarl • New York
We have participated in conferences with officers and other representatives of the Obligors, representatives of the independent auditors of the Obligors and your representatives at which the contents of the Final Circular and related matters were discussed. Because the purpose of our professional engagement was not to establish or confirm factual matters and because the scope of our examination of the affairs of the Issuer did not permit us to verify the accuracy, completeness or fairness of the statements set forth in the Final Circular, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Final Circular, except to the extent set forth in clauses (ii) and (iii) of the following paragraph.
SUBSIDIARY GUARANTEESubsidiary Guarantee • February 12th, 2004 • Stratus Technologies International Sarl • New York
SUBSIDIARY GUARANTEE, dated as of November 18, 2003, made by each of the corporations that are signatories hereto (the “Guarantors”), in favor of JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent (in such capacity, the “Administrative Agent”) for the several lenders (the “Lenders”) from time to time parties to the Credit Agreement (as hereafter defined).
STRATUS TECHNOLOGIES GROUP, S.A. AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • February 12th, 2004 • Stratus Technologies International Sarl • 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”).
REVOLVING CREDIT AGREEMENT dated as of November 18, 2003Revolving Credit Agreement • February 12th, 2004 • Stratus Technologies International Sarl • New York
REVOLVING CREDIT AGREEMENT, dated as of November 18, 2003, among STRATUS TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), STRATUS TECHNOLOGIES INTERNATIONAL, S.À R.L., a company organized under the laws of Luxembourg (“HubCo”), the several lenders from time to time parties hereto (the “Lenders”), J.P. MORGAN SECURITIES INC. and GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as joint lead arrangers and joint bookrunners (in such capacity, the “Joint Lead Arrangers”), GSCP, as syndication agent (in such capacity, the “Syndication Agent”), and JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders (“JPMCB”; in such capacity, the “Administrative Agent”).
EMPLOYEE STOCK OPTION AGREEMENT PURSUANT TO THE STRATUS TECHNOLOGIES, INC. STOCK INCENTIVE PLANEmployee Stock Option Agreement • February 12th, 2004 • Stratus Technologies International Sarl • 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 Group, S.A., a company organized under the laws of Luxembourg, and «FName» «LName» (the “Optionee”).
COLLATERAL AGREEMENTCollateral Agreement • February 12th, 2004 • Stratus Technologies International Sarl • New York
COLLATERAL AGREEMENT, dated as of November 18, 2003, 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 JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent (in such capacity, the “Administrative Agent”) for the several lenders (the “Lenders”) from time to time parties to the Credit Agreement (as defined below):
