EMPLOYMENT AGREEMENTEmployment Agreement • July 31st, 2008 • STR Holdings LLC • New York
This Employment Agreement (the “Agreement”), dated as of June 15, 2007, is made by and between SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (together with any successor thereto, the “Company”), and ROBERT S. YORGENSEN, of Enfield, Connecticut (the “Executive”).
SECOND LIEN CREDIT AGREEMENT dated as of June 15, 2007 among STR ACQUISITION, INC., (to be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC.) STR HOLDINGS LLC, THE LENDERS PARTY HERETO, CREDIT SUISSE, as Administrative Agent and Collateral AgentSecond Lien Credit Agreement • July 31st, 2008 • STR Holdings LLC • New York
SECOND LIEN CREDIT AGREEMENT dated as of June 15, 2007, among STR ACQUISITION, INC., a Delaware corporation, which substantially simultaneously with the execution hereof shall be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Lenders (as defined in Article I), and CREDIT SUISSE, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.
INCENTIVE UNIT GRANT AGREEMENTIncentive Unit Grant Agreement • July 31st, 2008 • STR Holdings LLC • New York
THIS INCENTIVE UNIT GRANT AGREEMENT is made as of , 2007 (the “Agreement”), by and between STR Holdings LLC, a Delaware limited liability company (the “Company”) and (the “Grantee”).
FIRST LIEN CREDIT AGREEMENT dated as of June15, 2007 among STR ACQUISITION, INC., (to be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC.) STR HOLDINGS LLC, THE LENDERS PARTY HERETO, CREDIT SUISSE, as Administrative Agent and Collateral AgentFirst Lien Credit Agreement • July 31st, 2008 • STR Holdings LLC • New York
FIRST LIEN CREDIT AGREEMENT dated as of June 15, 2007, among STR ACQUISITION, INC., a Delaware corporation, which substantially simultaneously with the execution hereof shall be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Holdings”) the Lenders (as defined in Article I), and CREDIT SUISSE, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 15, 2007 among STR ACQUISITION, INC., STR HOLDINGS LLC, the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE, as Collateral AgentSecond Lien Guarantee and Collateral Agreement • July 31st, 2008 • STR Holdings LLC • New York
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 15, 2007 (this “Agreement”), among STR ACQUISITION, INC., a Delaware corporation, which substantially simultaneously with the execution hereof shall be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (“STR”), with STR being the surviving entity (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE (“Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”).
INTERCREDITOR AGREEMENT dated as of June 15, 2007, among STR ACQUISITION, INC., as Borrower, STR HOLDINGS LLC as Holdings,Intercreditor Agreement • July 31st, 2008 • STR Holdings LLC • New York
INTERCREDITOR AGREEMENT dated as of June 15, 2007 (this “Agreement”), STR ACQUISITION, INC., a Delaware corporation, which substantially simultaneously with the execution hereof shall be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Holdings”), CREDIT SUISSE, as collateral agent for the First Lien Lenders (as defined below) (in such capacity the “First Lien Collateral Agent”), and CREDIT SUISSE, as collateral agent for the Second Lien Lenders (as defined below) (in such capacity, the “Second Lien Collateral Agent”).
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 15, 2007 among STR ACQUISITION, INC., STR HOLDINGS LLC, the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE, as Collateral AgentFirst Lien Guarantee and Collateral Agreement • July 31st, 2008 • STR Holdings LLC • New York
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 15, 2007 (this “Agreement”), among STR ACQUISITION, INC., a Delaware corporation, which substantially simultaneously with the execution hereof shall be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (“STR”), with STR being the surviving entity (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE (“Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STR HOLDINGS LLCLimited Liability Company Agreement • July 31st, 2008 • STR Holdings LLC • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of STR Holdings LLC (the “Company”) is made and entered into as of this 20th day of March, 2008 (the “Effective Date”), by and among the Company and each of the Persons listed on the signature pages hereof as Members.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 31st, 2008 • STR Holdings LLC • New York
THIS AGREEMENT is made as of June 15, 2007 (the “Agreement”), by and among STR Holdings LLC, a Delaware limited liability company (the “Company”) and the individuals and entities listed on the signature pages attached hereto (collectively, the “Purchasers” and, each individually a “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 31st, 2008 • STR Holdings LLC • New York
THIS AGREEMENT is made as of June 15, 2007 (the “Agreement”), by and among STR Holdings LLC, a Delaware limited liability company (the “Company”) and the individuals and entities listed on the signature pages attached hereto (collectively, the “Purchasers” and, each individually a “Purchaser”).
ADVISORY SERVICES AND MONITORING AGREEMENT EVERGREEN CAPITAL PARTNERS, LLCAdvisory Services and Monitoring Agreement • July 31st, 2008 • STR Holdings LLC • New York
This Advisory Services and Monitoring Agreement (this “Agreement”) is entered into as of June 15, 2007, by and among Specialized Technology Resources, Inc. (the “Company”) and Evergreen Capital Partners, LLC (“Evergreen”).
ADVISORY SERVICES AND MONITORING AGREEMENTAdvisory Services and Monitoring Agreement • July 31st, 2008 • STR Holdings LLC • New York
This Advisory Services and Monitoring Agreement (this “Agreement”) is entered into as of June 15, 2007, by and among Specialized Technology Resources, Inc. (the “Company”), DLJ Merchant Banking, Inc. (“DLJMB”), Westwind STR Advisors, LLC (“Stone”) and Dennis L. Jilot (“Jilot”) (DLJMB, Stone and Jilot each an “Advisor” and, collectively, the “Advisors”)
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among STR HOLDINGS LLC, STR ACQUISITION, INC. and SPECIALIZED TECHNOLOGY RESOURCES, INC. Dated as of June 15, 2007Amended and Restated Agreement and Plan of Merger • July 31st, 2008 • STR Holdings LLC • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of June 15, 2007 (this “Agreement”), is among STR Holdings LLC, a Delaware limited liability company and successor to STR Holdings, Inc. (the “Acquiror”), STR Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of the Acquiror (“Sub”) and Specialized Technology Resources, Inc., a Delaware corporation (the “Company”).
