PLEDGE AND SECURITY AGREEMENT dated as of October 22, 2007 between EACH OF THE GRANTORS PARTY HERETO and GOLDMAN SACHS CREDIT PARTNERS L.P., as Collateral AgentPledge and Security Agreement • October 22nd, 2007 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of October 22, 2007 (this “Agreement”), between Hologic, Inc. (the “Borrower”) and certain domestic subsidiaries of the Borrower party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (other than the Collateral Agent, 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”).
Separation and Release AgreementSeparation and Release Agreement • October 22nd, 2007 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts
WHEREAS, in connection with the execution and delivery of that certain Agreement and Plan of Merger by and among Hologic, Nor’easter Corp., a Delaware corporation (“Nor’easter”) and Cytyc Corporation, dated as of May 20, 2007 (the “Merger Agreement”), pursuant to which Cytyc, subject to satisfaction or waiver of the conditions set forth therein, has agreed to merge with and into Nor’easter (the “Merger”);
SECOND RETENTION AGREEMENTRetention Agreement • October 22nd, 2007 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts
WHEREAS, upon the Closing Date (as such term is defined in the Merger Agreement) and pursuant to that certain Agreement and Plan of Merger by and among the Company, Nor’easter Corp. and Cytyc Corporation (“Cytyc”) dated as of May 20, 2007 (the “Merger Agreement”);
RECORDING REQUESTED BY:Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing • October 22nd, 2007 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus
This MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING, dated as of October 22, 2007 (this “Mortgage”), by and from HOLOGIC, INC., a Delaware corporation (“Mortgagor”), with an address at 35 Crosby Drive, Bedford, MA 07130 to Goldman Sachs Credit Partners L.P., as agent for Lenders and Lender Counterparties (in such capacity, “Mortgagee”) with an address at 30 Hudson Street, 17th Floor, Jersey City, New Jersey 07302.
GUARANTYGuaranty • October 22nd, 2007 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus
FOR VALUE RECEIVED, and in further consideration of the execution and delivery at the request of the undersigned Guarantor (listed above) of the Consent to assignment of lease of even date herewith by and between Landlord and Tenant (the “Consent”), and in respect of the Premises, all as listed above, the undersigned Guarantor hereby guarantees to said Landlord the full, prompt and faithful payment, performance and observance by said Tenant, of each and every warranty, covenant, agreement and obligation of said Tenant under the provisions of said Lease, it being understood and agreed that proceedings may be brought against the undersigned Guarantor under this Guaranty without first proceeding against said Tenant. The undersigned Guarantor does hereby waive demand and all suretyship defenses and defenses in the nature thereof, and agrees to remain bound notwithstanding that Tenant may be relieved of any obligations under the said Lease by operation of law or otherwise. No extensions of
