FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • November 10th, 2010 • Aeroflex Holding Corp. • Semiconductors & related devices • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 2010 by and between Aeroflex Holding Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
FORM OF DIRECTOR DESIGNATION AGREEMENTForm of Director Designation Agreement • November 10th, 2010 • Aeroflex Holding Corp. • Semiconductors & related devices • Delaware
DIRECTOR DESIGNATION AGREEMENT, dated as of November [ ], 2010 (this “Agreement”), between Aeroflex Holding Corp., a Delaware corporation (the “Company”), and VGG Holding LLC, a Delaware limited liability company (“VGG”).
Form of Amendment No. 7 to, and Consent under, the Amended and Restated Limited Liability Company Operating Agreement of VGG HOLDING LLCAeroflex Holding Corp. • November 10th, 2010 • Semiconductors & related devices
This Amendment No. 7 to, and Consent under (this “Amendment and Consent”), the Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC, a Delaware limited liability company (the “Company”), is entered into and shall be effective as of [ ], 2010, by and among the Company, the Class A Members of the Company listed on the signature pages hereof and the Persons listed as Additional Class B-1 Members on the signature pages hereof (the “Newly Admitted Members”).
FORM OF AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2010 • Aeroflex Holding Corp. • Semiconductors & related devices
AMENDMENT NO. 2 TO THE EMPLOYMENT AGREEMENT (this “Amendment”) made as of the day of November 2010 by and between AEROFLEX INCORPORATED, a Delaware corporation (hereinafter “Aeroflex” or the “Company”) and LEONARD BOROW (hereinafter “Borow” or the “Executive “and together with the Company, the “Parties”).
DEALER MANAGERS AGREEMENTDealer Managers Agreement • November 10th, 2010 • Aeroflex Holding Corp. • Semiconductors & related devices • New York
Aeroflex Incorporated, a Delaware corporation (the “Company”), plans to commence a tender offer (the “Tender Offer”) for certain of the Company’s outstanding 11.75% Senior Notes due 2015 (the “Securities”) such that the aggregate amount that the Company would be required to pay for the purchase of the Securities shall not exceed $187,250,000 (which amount is subject to change), upon the terms and subject to the conditions set forth in the tender offer materials (the “Offer Material”) which the Company has caused to be prepared and furnished to you on or prior to the date hereof for use in connection with the Tender Offer, including (a) the offer to purchase dated the date hereof (the “Offer to Purchase”), (b) the letter of transmittal to be used by holders to tender Securities (the “Letter of Transmittal”) and (c) any press releases or newspaper advertisements relating to the Tender Offer. Any other offering materials and information relating to the Tender Offer that the Company or any
FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • November 10th, 2010 • Aeroflex Holding Corp. • Semiconductors & related devices • New York
THIS FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of November 4, 2010 and is entered into by and among AEROFLEX INCORPORATED, a Delaware corporation (the “Borrower”), AEROFLEX HOLDING CORP. (f/k/a AX Holding Corp.), a Delaware corporation (“Holdings”), GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Administrative Agent (“Administrative Agent”), acting with the consent of the Requisite Lenders and, for purposes of Section III hereof, the GUARANTORS listed on the signature papers hereto, and is made with reference to that certain CREDIT AND GUARANTY AGREEMENT dated as of August 15, 2007 (as amended through the date hereof, the “Credit Agreement”) by and among the Borrower, Holdings, the subsidiaries of the Borrower named therein, the Lenders, the Administrative Agent, Collateral Agent and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving
FORM OF AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2010 • Aeroflex Holding Corp. • Semiconductors & related devices
AMENDMENT NO. 5 TO THE EMPLOYMENT AGREEMENT (this “Amendment”) made as of the day of November 2010 by and between AEROFLEX INCORPORATED, a Delaware corporation (hereinafter the “Company”) and JOHN ADAMOVICH, JR. (hereinafter the “Executive” and together with the Company, the “Parties”).
Aeroflex Holding Corp. Aeroflex IncorporatedAeroflex Holding Corp. • November 10th, 2010 • Semiconductors & related devices • New York
Reference is made to the Advisory Agreement, initially dated as of August 15, 2007, as amended to date (the “Advisory Agreement”), by and among VGG Holding LLC, a Delaware limited liability company, Aeroflex Holding Corp. (formerly known as 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” and, together with Veritas and Golden Gate, the “Advisors” and each, an “Advisor”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Advisory Agreement.
FORM OF AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2010 • Aeroflex Holding Corp. • Semiconductors & related devices
AMENDMENT NO. 2 TO THE EMPLOYMENT AGREEMENT (this “Amendment”) made as of the day of November 2010 by and between AEROFLEX INCORPORATED, a Delaware corporation (hereinafter “Aeroflex” or the “Company”) and JOHN BUYKO (hereinafter “Buyko” or the “Executive” and together with the Company, the “Parties”).
FORM OF AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2010 • Aeroflex Holding Corp. • Semiconductors & related devices
AMENDMENT NO. 5 TO THE EMPLOYMENT AGREEMENT (this “Amendment”) made as of the th day of November, 2010 by and between AEROFLEX INCORPORATED, a Delaware corporation (hereinafter the “Company”) and CARL CARUSO (hereinafter the “Executive” and together with the Company, the “Parties”).
FORM OF AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2010 • Aeroflex Holding Corp. • Semiconductors & related devices
AMENDMENT NO. 3 TO THE EMPLOYMENT AGREEMENT (this “Amendment”) made as of the th day of November, 2010 by and between AEROFLEX INCORPORATED, a Delaware corporation (hereinafter the “Company”) and CHARLES BADLATO (hereinafter the “Executive” and together with the Company, the “Parties”).
FIRST AMENDMENT TO SENIOR SUBORDINATED UNSECURED CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • November 10th, 2010 • Aeroflex Holding Corp. • Semiconductors & related devices • New York
THIS FIRST AMENDMENT TO SENIOR SUBORDINATED UNSECURED CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of November 4, 2010 and is entered into by and among AEROFLEX INCORPORATED, a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower, as Guarantors (each a “Guarantor” and collectively, the “Guarantors”) and each of the lenders party hereto (each a “Lender” and collectively, the “Lenders), and is made with reference to that certain SENIOR SUBORDINATED UNSECURED CREDIT AND GUARANTY AGREEMENT dated as of September 21, 2007 (the “Credit Agreement”) by and among the Borrower, the Guarantors, the Lenders, and GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Administrative Agent (“Administrative Agent”). Capitalized terms used but not defined herein shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment.
