AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENTChange of Control 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”), the stockholders of Cytyc will own over 50% of the outstanding shares of the Company;
AMENDED AND RESTATED RETENTION AND SEVERANCE AGREEMENTRetention and Severance Agreement • October 22nd, 2007 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus • Massachusetts
AMENDED AND RESTATED RETENTION AND SEVERANCE AGREEMENT entered into as of this 17th day of August, 2007 (the “Agreement”) by and between Hologic, Inc., a Delaware corporation with its principal place of business at 35 Crosby Drive, Bedford, Massachusetts 01730 (the “Company”) and Patrick J. Sullivan, an individual having his principal residence at 151 Plympton Road, Sudbury, Massachusetts 01776 (the “Executive”). This Agreement amends and restates in its entirety that certain Retention and Severance Agreement, dated as of May 20, 2007 (the “Original Agreement”), to clarify further certain provisions of the Original Agreement.
OPEN END MORTGAGE DEED, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILINGOpen End Mortgage Deed, Security Agreement, Assignment of Rents and Leases and Fixture Filing • October 22nd, 2007 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus
This OPEN END MORTGAGE DEED, 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.
CREDIT AND GUARANTY AGREEMENT dated as of October 22, 2007 among HOLOGIC, INC., CERTAIN SUBSIDIARIES OF HOLOGIC, INC., as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS L.P., and BANC OF AMERICA SECURITIES LLC, as Joint Lead Arrangers,...Credit and Guaranty Agreement • October 22nd, 2007 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of October 22, 2007, is entered into by and among HOLOGIC, INC., a Delaware corporation (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”) and BANC OF AMERICA SECURITIES LLC (“BAS”), as Joint Lead Arrangers (in such capacity, “Joint Lead Arrangers”), BANK OF AMERICA, N.A., as Syndication Agent (in such capacity, “Syndication Agent”), GSCP, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), and CITICORP NORTH AMERICA, INC. (“Citicorp”), JPMORGAN CHASE BANK, N.A. (“JPM”), RBS CITIZENS, NATIONAL ASSOCIATION (“Citizens”) and FIFTH THIRD BANK, AN OHIO BANKING CORPORATION (“Fifth Third”), as co-Documentation Agents (in such capacity, “Documentation Agents”).
